EXHIBIT 99.1
RESOLUTIONS OF COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF
BANK OF AMERICA CORPORATION
June 9, 1999
WHEREAS, the Board of Directors of Bank of America Corporation (the
"Corporation") previously has authorized and approved the issuance and sale for
cash, at any time or from time to time, of (i) its unsecured debt securities
(the "Debt Securities"), (ii) shares of its preferred stock, including
depositary shares (the "Preferred Stock"), (iii) shares of its Common Stock (the
"Common Stock"), (iv) warrants ("Warrants") and (v) units ("Units") in one or
more public offerings, $10,000,000,000 of which securities have been registered
with the Securities and Exchange Commission (the "Commission") pursuant to the
Corporation's registration statement on Form S-3, Registration No. 333-51367, as
amended (the "May 98 Shelf"); and
WHEREAS, the Corporation has issued and sold pursuant to the May 98
Shelf $1,950,000,000 of its Debt Securities in underwritten public offerings and
has presently reserved up to $5,000,000,000 of Debt Securities for a medium-term
note program, leaving an additional $3,050,000,000 in aggregate principal amount
of Debt Securities, Preferred Stock, Common Stock, Warrants and Units that may
be issued and sold under the May 98 Shelf; and
WHEREAS, by resolutions adopted by the Board of Directors (the "Board")
of the Corporation at a meeting duly called and held on April 22, 1998, this
Committee was appointed by the Board (the "Committee") with full authority to
take action in connection with the issuance of the Corporation's Debt Securities
(either senior or subordinated and including medium-term notes), Preferred
Stock, Common Stock, Warrants and Units, including those securities registered
by the May 98 Shelf (collectively, the "Securities") to be offered at the times
and on terms to be determined by the Committee; and
WHEREAS, no stop order suspending the effectiveness of the May 98 Shelf
has been received by the Corporation and no proceedings for that purpose have
been instituted or threatened against the Corporation; and
WHEREAS, the Committee has determined that issuing a series of its
senior notes is advisable and in the Corporation's best interests which series
shall initially be in the principal amount of $1,500,000,000.
AUTHORIZATION OF 6 5/8% SENIOR NOTES, DUE 2004
NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority
contained in the resolutions adopted by the Board on April 22, 1998 and the
terms and provisions of the Indenture between the Corporation and U.S. Bank
Trust National Association, as successor trustee to BankAmerica National Trust
Company, as trustee (the "Trustee"), dated as of January 1, 1995 (the
"Indenture"), the Corporation shall issue a series of its senior unsecured
indebtedness in the form of
its 6 5/8% Senior Notes, due 2004, which series of senior notes shall be
designated 6 5/8% Senior Notes, due 2004 (the "Notes"), and which shall be
subject to the terms and entitled to the benefits of the Indenture;
RESOLVED FURTHER, that the amount of this series of Notes shall be
initially limited to $1,500,000,000 (the "Initial Series"), but may be increased
upon delivery of a supplemental Officer's Certificate setting forth the terms of
such additional amount;
RESOLVED FURTHER, that the Notes shall bear interest at the rate of
6 5/8% per annum, which interest shall accrue from June 15, 1999 and be payable
semiannually on June 15 and December 15, commencing December 15, 1999, and the
record date for the interest payable shall be the close of business on the last
day of the calendar month next preceding each interest payment date;
RESOLVED FURTHER, that the maturity date of the Notes shall be June 15,
2004;
RESOLVED FURTHER, that, with respect to the Notes, a "Business Day"
shall mean any day, other than a Saturday or Sunday or a legal holiday in New
York, New York or Charlotte, North Carolina, that is not a day on which banking
institutions in New York, New York, or Charlotte, North Carolina are authorized
or required by law or regulation to be closed;
RESOLVED FURTHER, that the Initial Series of Notes shall be sold to
Banc of America Securities LLC and the other underwriters named in the
Underwriting Agreement dated as of June 9, 1999 (the "Underwriting Agreement")
among the Corporation and those underwriters (the "Underwriters"), pursuant to
the terms of the Underwriting Agreement, who the Committee understands will
reoffer the Notes for sale in a public offering;
RESOLVED FURTHER, that except in those situations in which the
Corporation may become obligated to pay Additional Amounts (as described
herein), the Notes shall not be eligible for redemption or entitled to any
sinking fund and shall not be subject to the provisions of Sections 14.02 and
14.03 of the Indenture;
RESOLVED FURTHER, that the Initial Series of Notes shall be sold to the
Underwriters on June 15, 1999, at a price of 99.449% of the principal amount,
and initially offered to the public at a price of 99.799% of the principal
amount;
RESOLVED FURTHER, that the Committee was advised by the Underwriters
that they will initially offer the Initial Series of Notes to certain dealers at
the initial public offering price, less a concession not in excess of .21% of
the principal amount of the Notes, and that the Underwriters may allow, and such
dealers may reallow, a concession not in excess of .175% of such principal
amount on sales to other dealers;
RESOLVED FURTHER, that the Notes shall be issued as Registered
Securities (as defined in the Indenture) initially in book-entry only form,
represented by one or more global notes registered in the name of The Depository
Trust Company, or its nominee, and eligible to trade through the facilities of
Cedel Bank, societe anonyme and Morgan Guaranty Trust Company of New York,
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Brussels office, as operator of the Euroclear System, in the manner requested by
the Representatives (as defined in the Underwriting Agreement), in denominations
of $1,000 or integral multiples thereof, and shall be dated the date of
authentication and delivery of the Initial Series of Notes, which date shall
occur on or about June 15, 1999 and the form of registered note presented to
this Committee and attached to the minutes hereof as Exhibit A, together with
such modifications as are appropriate to reflect the determinations of the
Committee, is hereby in all respects approved;
RESOLVED FURTHER, that the Notes shall be executed in the name of and
on behalf of the Corporation by the Chief Executive Officer, or any Senior or
other Vice President, the corporate seal thereon shall be attested by the
Secretary or any Assistant Secretary, and the signatures of the Chief Executive
Officer, any Vice President, the Secretary and any Assistant Secretary may be in
the form of facsimile signatures of the present or any future Chief Executive
Officer, Vice President, Secretary or Assistant Secretary, and should any
officer of the Corporation who signs, or whose facsimile signature appears upon,
any of the Notes, cease to be such an officer prior to the issuance of such
Notes, the Notes so signed or bearing such facsimile signature shall,
nevertheless, be valid, and, without prejudice to the use of the facsimile
signatures of any other officer as hereinbefore authorized, the facsimile
signatures of Hugh L. McColl, Jr., Chief Executive Officer of the Corporation,
John E. Mack, Senior Vice President, James W. Kiser, Secretary of the
Corporation, and Allison Gilliam, Assistant Secretary, are hereby expressly
approved and accepted;
RESOLVED FURTHER, that pursuant to the provisions of the Indenture, the
Chief Executive Officer, the Chief Financial Officer, any Senior Vice President
or any Associate General Counsel of the Corporation (each, an "Authorized
Officer") be, and each of them is, hereby authorized and empowered to cause the
Notes, upon execution thereof, to be delivered to the Trustee under the
Indenture, or to any agent designated by the Trustee, for authentication and
delivery by it and to deliver to said Trustee or agent thereof, as the case may
be, the written order of the Corporation for the authentication and delivery of
the Notes and to negotiate, execute and deliver any and all agreements and other
documents and certificates necessary in connection with the issuance, sale and
delivery of the Notes;
RESOLVED FURTHER, that, unless and until otherwise determined by an
Authorized Officer, The Bank of New York hereby is appointed the agent for the
Corporation for the registration, transfer, exchange and payment of the Notes
(the "Paying Agent"), and authorized to be appointed by the Trustee as
authenticating agent, and that the corporate trust office of the Paying Agent
located at 101 Barclay Street, New York, New York 10286, hereby is designated,
pursuant to the provisions of the Indenture, as the office or agency of the
Corporation where the Notes may be presented for registration, transfer,
exchange and payment, and any Authorized Officer or other proper officer of the
Corporation is hereby authorized and empowered to execute and deliver any
documents required by the Trustee under the Indenture, or by the Paying Agent,
with respect to such appointment of The Bank of New York, or any other person as
any Authorized Officer shall determine, as Paying Agent for the Corporation;
RESOLVED FURTHER, that whenever the Trustee or Paying Agent, in its
capacity as such, shall deem it expedient, it may apply to counsel for the
Corporation for advice or instructions, and, for its actions and good faith in
such capacity, including, but not limited to, action in reliance on such
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advice or instructions or on advice of its own counsel, the Corporation shall
fully protect and hold harmless that agent from and against any liability;
RESOLVED FURTHER, that any Authorized Officer is hereby authorized and
empowered to execute and deliver, and this Committee hereby approves, the
Underwriting Agreement, in the form presented to the Committee and attached to
the minutes hereof as Exhibit B, relating, among other things, to the sale of
the Initial Series of Notes and to the indemnification of and contribution to
the Underwriters, and such Underwriting Agreement shall be, and it hereby is, in
all respects authorized and approved, the execution thereof being conclusive
evidence of such approval;
RESOLVED FURTHER, that the listing of the Notes on the Luxembourg Stock
Exchange (the "LSE") is hereby authorized (but shall not be required) and the
appointment of Banque Generale du Luxembourg as listing agent for such listing
purposes is hereby ratified, confirmed and approved;
RESOLVED FURTHER, that the officers of the Corporation, including John
E. Mack, Senior Vice President, and Melanie S. Hood, Vice President, or any
other Authorized Officer be, and they hereby are authorized to take any and all
steps necessary or desirable to accomplish the LSE listing (or to withdraw such
application), including the preparation and filing of all requisite
applications, fee agreements and documents and the payment of all applicable
fees and expenses;
RESOLVED FURTHER, that the Corporation shall pay as additional interest
on the Notes such additional amounts ("Additional Amounts") as may be necessary
in order that the net payment by the Corporation of the principal of and
interest on the Notes to a holder who is a Non-United States Person (as
hereinafter defined), after deduction for any present or future tax, assessment
or governmental charge of the United States, or a political subdivision or
authority thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided for in such Note to be then
due and payable; provided, however, that the foregoing obligation to pay
Additional Amounts shall not apply to:
(i) any tax, assessment or other governmental charge which would not
have been so imposed but for:
(a) the existence of any present or former connection between
such holder (or between a fiduciary, settlor, beneficiary, member or
stockholder of, or a person holding a power over, such holder, if such
holder is an estate, trust, partnership or corporation) and the United
States, including, without limitation, such holder (or such fiduciary,
settlor, beneficiary, member, stockholder or person holding a power)
being or having been a citizen or resident or treated as a resident
thereof or being or having been engaged in a trade or business therein
or being or having been present therein or having or having had a
permanent establishment therein;
(b) such holder's present or former status as a personal
holding company, foreign personal holding company, passive foreign
investment company, private foundation or other tax-exempt entity or
controlled foreign corporation for United States tax purposes or a
corporation which accumulates earnings to avoid United States federal
income tax; or
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(c) such holder's status as a bank extending credit pursuant
to a loan agreement entered into in the ordinary course of business;
(ii) any tax, assessment or governmental charge that would not have
been imposed or withheld but for the failure of the holder to comply with
certification, identification or information reporting requirements under United
States income tax laws, without regard to any tax treaty, with respect to the
payment, concerning the nationality, residence, identity or connection with the
United States of the holder or a beneficial owner of such Note, if such
compliance is required by United States income tax laws, without regard to any
tax treaty, as a precondition to relief or exemption from such tax, assessment
or governmental charge;
(iii) any tax, assessment or governmental charge that would not have
been so imposed or withheld but for the presentation by the holder of such Note
for payment on a date more than 30 days after the date on which such payment
became due and payable or the date on which payment thereof is duly provided
for, whichever occurs later;
(iv) any estate, inheritance, gift, sales, transfer, excise, wealth or
personal property tax or any similar tax, assessment or governmental charge;
(v) any tax, assessment or governmental charge which is payable
otherwise than by withholding by the Corporation or the Trustee from the payment
of the principal of or interest on any Note;
(vi) any tax, assessment or governmental charge required to be withheld
from such payment of principal of or interest on any Note, if such payment can
be made without such withholding or any liability on the part of the
Corporation;
(vii) any tax, assessment or other governmental charge imposed on
interest received by a person holding, actually or constructively, 10% or more
of the total combined voting power of all classes of stock of the Corporation
entitled to vote; or
(viii) any combination of items (i), (ii), (iii), (iv), (v), (vi) or
(vii);
nor shall Additional Amounts be paid with respect to any payment of the
principal of or interest on any Note to a person other than the sole beneficial
owner of such payment or that is a partnership or fiduciary to the extent such
beneficial owner, member of such partnership or beneficiary or settlor with
respect to such fiduciary would not have been entitled to the payment of
Additional Amounts had such beneficial owner, member, beneficiary or settlor
held its interest in the Note directly;
"Non-United States Person" means any holder of the notes other than a
United States person. A "United States Person" means a citizen or resident of
the United States, a corporation or a partnership (or other entity treated as a
corporation or partnership for federal income tax purposes, including certain
limited liability companies) created or organized under the laws of the United
States, an estate the income of which is subject to United States federal income
tax regardless of its source, or a trust for which one or more United States
persons have the authority to control all substantial
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decisions and for which a court of the United States can exercise primary
supervision over the trust's administration;
RESOLVED FURTHER, that the Notes may be redeemed at the option of the
Corporation in whole, but not in part, at any time, on giving not less than 30
nor more than 60 days' notice to the Trustee and the holders of the Notes, if
the Corporation has or may become obliged to pay Additional Amounts as a result
of any change in, or amendment to, the laws or regulations of the United States
or any political subdivision or any authority thereof or therein having power to
tax, or any change in the application or official interpretation of such laws or
regulations after the date of the Global Prospectus Supplement;
Prior to the publication of any notice of redemption, the Corporation
shall deliver to the Trustee a certificate signed by the Chief Financial Officer
or a Senior Vice President of the Corporation stating that the Corporation is
entitled to effect such redemption and setting forth a statement of facts
showing the conditions precedent to the right to redeem;
Notes so redeemed will be redeemed at 100% of their principal amount
together with interest accrued to (but excluding) the date of redemption;
RESOLVED FURTHER, that any Authorized Officer is hereby authorized and
empowered to take all steps deemed necessary by such officer to issue and sell
the Initial Series and to increase the amount of issued and outstanding Notes of
this series, such actions to include delivery of appropriate Officer's
Certificates and Company Orders; the execution and delivery of additional Notes;
the selection of one or more underwriters and the negotiation, execution and
delivery of an appropriate Underwriting Agreement; the preparation of necessary
amendments or supplements to the Prospectus Supplement for the Notes; and the
execution and delivery of necessary closing documents; and
RESOLVED FURTHER, that each of the officers of the Corporation hereby
is authorized and directed to do any and all things necessary, appropriate or
convenient to carry into effect the foregoing resolutions.
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