As Filed with the Securities and Exchange Commission on January 23, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 17, 2001
BANK OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
1-6523
(Commission File Number)
56-0906609
(IRS Employer Identification No.)
100 North Tryon Street
Charlotte, North Carolina
(Address of principal executive offices)
28255
(Zip Code)
(704) 386-5000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On January 17, 2001, a Committee appointed by the Board of
Directors of the Registrant (the "Committee") approved the
public offering of an aggregate principal amount of
$3,000,000,000 of the Registrant's 7.40% Subordinated Notes, due
2011 (the "Subordinated Notes") to various underwriters (the
"Subordinated Underwriters") and otherwise established the
terms and conditions of the Subordinated Notes and the sale
thereof. The resolutions of the Committee with respect to the
Subordinated Notes are included as Exhibit 99.1.
On January 17, 2001, the Registrant entered into an
underwriting agreement with the Subordinated Underwriters (the
"Underwriting Agreement") for $3,000,000,000 of the
Subordinated Notes. The Underwriting Agreement is included as
Exhibit 1.1.
The terms of the offering and the Subordinated Notes are
described in the Registrant's prospectus dated August 5, 1999
constituting a part of the Registrant's Registration Statement on
Form S-3, Registration No. 333-83503, as amended, with respect to
$15,000,000,000 aggregate principal amount of the Registrant's
unsecured debt securities (either senior or subordinated),
warrants, units and shares of its preferred stock, including
depositary shares, and shares of its common stock (the
"Registration Statement"), as supplemented by a final global
prospectus supplement dated January 17, 2001.
The Subordinated Notes were issued on a delayed basis
pursuant to Rule 415 of the Securities Act of 1933, as amended.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Underwriting Agreement dated January 17, 2001 with
respect to the offering of the 7.40% Subordinated
Notes, due 2011
4.1 Form of 7.40% Subordinated Notes, due 2011
5.1 Form of Opinion of Smith Helms Mulliss & Moore,
L.L.P. regarding legality of the 7.40%
Subordinated Notes, due 2011
99.1 Resolutions dated January 17, 2001 of a Committee
of the Board of Directors with respect to the
terms of the offering of the 7.40% Subordinated
Notes, due 2011
99.2 News Release disseminated on January 17, 2001
regarding the sale of the 7.40% Subordinated
Notes, due 2011
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
BANK OF AMERICA CORPORATION
By: /s/ CHARLES M. BERGER
CHARLES M. BERGER
Deputy General Counsel
Dated: January 23, 2001
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Subordinated Underwriting Agreement dated
January 17, 2001 with respect to the offering
of the 7.40% Subordinated Notes, due 2011
4.2 Form of 7.40% Subordinated Notes, due 2011
5.1 Form of Opinion of Smith Helms Mulliss & Moore,
L.L.P. regarding legality of the 7.40%
Subordinated Notes, due 2011
99.1 Resolutions dated January 17, 2001 of a Committee
of the Board of Directors with respect to the
terms of the offering of the 7.40% Subordinated
Notes, due 2011
99.2 News Release disseminated on January 17, 2001
regarding the sale of the 7.40% Subordinated
Notes, due 2011