SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
Bank of America Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:(1)
-----------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------------
5) Total fee paid:
-----------------------------------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
3) Filing Party:
---------------------------------------------------------------------------
4) Date Filed:
---------------------------------------------------------------------------
<PAGE>
BANK OF AMERICA
[GRAPHIC]
March 20, 2000
To the Stockholders of
Bank of America Corporation:
In connection with the Annual Meeting of Stockholders to be held on April
25, 2000, we enclose a Notice of the Meeting, a Proxy Statement containing
information about matters which are to be considered at this meeting, and a
proxy card relating to those matters.
Detailed information relating to the Corporation's activities and operating
performance is contained in our 1999 Annual Report on Form 10-K, which is
also enclosed.
You are cordially invited to attend the Annual Meeting of Stockholders.
Whether or not you plan to attend the meeting, please vote your shares in
one of three ways: via Internet, telephone or mail. Instructions regarding
Internet and telephone voting are included in the proxy card. If you elect
to vote by mail, please sign, date and return the proxy card in the enclosed
postage-paid envelope. If you plan to attend the meeting and your shares are
held in the name of a broker or other nominee, please bring with you a proxy
or letter from the broker or nominee to confirm your ownership of shares.
Your proxy may be revoked at any time before it is exercised in the manner
set forth in the Proxy Statement.
Sincerely yours,
/s/ Hugh L. McColl, Jr.
-----------------------
Hugh L. McColl, Jr.
Chairman of the Board and Chief Executive Officer
<PAGE>
BANK OF AMERICA CORPORATION
BANK OF AMERICA CORPORATE CENTER
CHARLOTTE, NORTH CAROLINA 28255
--------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
--------------------------------------------------
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Bank of
America Corporation will be held in the Belk Theater of the North Carolina
Blumenthal Performing Arts Center, 130 North Tryon Street, in the City of
Charlotte, North Carolina, on Tuesday, April 25, 2000, at 10:00 A.M., local
time, for the following purposes:
1. To elect 18 directors;
2. To consider and act upon a proposal to ratify the action of the Board of
Directors in selecting PricewaterhouseCoopers LLP as independent public
accountants to audit the books of the Corporation and its subsidiaries for
the current year;
3. To consider and act upon a stockholder proposal requesting that the
Corporation develop a policy for the cancellation of debt of heavily
indebted poor countries;
4. To consider and act upon a stockholder proposal requesting that the
Corporation adopt a compensation committee charter; and
5. To consider and act upon a stockholder proposal requesting that the
Corporation adopt a policy relating to contributions to political movements
and entities.
The Corporation may also transact such other business as may properly come
before the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 3, 2000 as the
record date for determination of stockholders entitled to notice of and to vote
at the Annual Meeting or any adjournment or adjournments thereof. In accordance
with Delaware law, for 10 days prior to the Annual Meeting, a list of
stockholders entitled to vote at the Annual Meeting will be available for
inspection in the offices of the Corporate Secretary, Bank of America
Corporation, Bank of America Corporate Center, Charlotte, North Carolina. Such
list will also be available at the Annual Meeting.
Your vote is important to us. We encourage you to vote as soon as possible by
one of three convenient methods: by accessing the Internet site listed on the
proxy card, by calling the toll-free number listed on the proxy card or by
signing, dating and returning the proxy card in the enclosed postage-paid
envelope.
Sincerely yours,
/s/ Hugh L. McColl, Jr.
-----------------------
Hugh L. McColl, Jr.
Chairman of the Board and Chief
Executive Officer
March 20, 2000
IMPORTANT NOTICE
PLEASE VOTE YOUR SHARES PROMPTLY
<PAGE>
BANK OF AMERICA CORPORATION
BANK OF AMERICA CORPORATE CENTER
CHARLOTTE, NORTH CAROLINA 28255
-------------------
PROXY STATEMENT
-------------------
This statement and the accompanying notice and proxy card are furnished in
connection with the solicitation by the Board of Directors (the "Board") of Bank
of America Corporation (the "Corporation") of proxies to be used at the
Corporation's Annual Meeting of Stockholders to be held on April 25, 2000, at
10:00 A.M., local time, in the Belk Theater of the North Carolina Blumenthal
Performing Arts Center, 130 North Tryon Street, Charlotte, North Carolina and at
any adjournment or adjournments thereof (the "Annual Meeting"). This statement
and the accompanying notice and proxy card are first being mailed to
stockholders on or about March 20, 2000.
Whether or not you plan to attend the Annual Meeting, the Board encourages you
to vote your shares via Internet, telephone or mail as more fully described in
the proxy card. Your proxy may be revoked at any time before it is exercised, by
submitting to the Secretary of the Corporation written notice of revocation, a
properly executed proxy of a later date or by attending the Annual Meeting and
voting in person. All shares represented by valid proxies will be voted as
specified. If no specification is made, the proxies will be voted in favor of:
1. The election to the Board of the 18 nominees named in this Proxy Statement;
and
2. The ratification of the Board's selection of PricewaterhouseCoopers LLP as
independent public accountants to audit the books of the Corporation and
its subsidiaries for the current year;
and AGAINST:
3. The stockholder proposal requesting that the Corporation develop a policy
for the cancellation of debt of heavily indebted poor countries;
4. The stockholder proposal requesting that the Corporation adopt a
compensation committee charter; and
5. The stockholder proposal requesting that the Corporation adopt a policy
relating to contributions to political movements and entities.
If other matters properly come before the Annual Meeting, all shares validly
represented by proxies will be voted in accordance with the recommendations of
the Board. The entire cost of soliciting proxies will be borne by the
Corporation. In addition to the solicitation of proxies by mail, the Corporation
will request banks, brokers and other record holders to send proxies and proxy
material to the beneficial owners of the stock and secure their voting
instructions, if necessary. The Corporation will reimburse such record holders
for their reasonable expenses in so doing. The Corporation has agreed to pay
Georgeson & Company Inc. $12,500 plus expenses to assist it in soliciting
proxies from banks, brokers and nominees. The Corporation may also use several
of its regular employees, who will not be specially compensated, to solicit
proxies, either personally or by telephone, telegram, facsimile or special
delivery letter.
The Board has fixed the close of business on March 3, 2000 as the record date
for determination of stockholders entitled to notice of and to vote at the
Annual Meeting. Accordingly, only holders of record at the close of business on
that date of the Corporation's Common Stock (the "Common Stock"), its 7%
Cumulative Redeemable Preferred Stock, Series B (the "Series B Stock"), and its
ESOP Convertible Preferred Stock, Series C (the "ESOP Preferred Stock"), will be
entitled to notice of and to vote at the Annual Meeting. Holders of Common
Stock, Series B Stock and ESOP Preferred Stock will vote together without regard
to class upon the matters currently expected to come before the meeting.
<PAGE>
As of the record date of March 3, 2000, there were 1,666,840,995 shares of
Common Stock, 8,119 shares of Series B Stock, and 1,799,230 shares of ESOP
Preferred Stock entitled to vote at the Annual Meeting. Each share of Common
Stock and Series B Stock is entitled to one vote, and each share of ESOP
Preferred Stock is entitled to two votes.
In order to constitute a quorum, shares of Common Stock, Series B Stock and ESOP
Preferred Stock representing a majority of the total voting power of such shares
must be present in person or represented by proxy at the Annual Meeting. In
accordance with Delaware law, the Corporation intends to count shares present in
person but not voting and shares for which it has received proxies but with
respect to which holders thereof have withheld voting or abstained as present
for purposes of determining the presence or absence of a quorum. Furthermore,
shares represented by proxies returned by a broker holding such shares in
nominee or "street" name will be counted as present for purposes of determining
whether a quorum exists, even if such shares are not voted on matters where
discretionary voting by the broker is not allowed ("broker non-votes").
Directors will be elected by a plurality of the votes cast. Withheld votes and
broker non-votes, if any, are not treated as votes cast and, therefore, will
have no effect on the proposal to elect directors. Approval of each of the other
proposals requires the affirmative vote of a majority of the votes represented
by the shares of Common Stock, Series B Stock and ESOP Preferred Stock voted
with respect to each such matter. Abstentions from voting, as well as broker
non-votes, if any, are not treated as votes cast and, therefore, will have no
effect on the adoption of any such proposal.
ELECTION OF DIRECTORS
The Board has set the number of directors at 18. The persons named in the proxy
card will vote only for the 18 named nominees, except to the extent authority to
so vote is withheld for one or more nominees. In the event of an unexpected
vacancy, shares of Common Stock, Series B Stock and ESOP Preferred Stock will be
voted for the election of a substitute nominee selected by the persons named in
the proxy card. Each director is elected to serve until the next annual meeting
of stockholders or until a successor shall be elected and shall qualify.
Set forth below are each nominee's name, age, current principal occupation
(which has continued for at least five years unless otherwise indicated), the
year each incumbent was first elected to the Board, all positions and offices
presently held with the Corporation, 1999 attendance record at Board meetings
and at meetings of committees of the Board of which the nominee was a member,
and directorships in other publicly-held companies. None of the nominees or
current directors is related by blood, marriage or adoption (not more remote
than first cousin) to any other nominee, director or executive officer of the
Corporation.
THE BOARD RECOMMENDS A VOTE "FOR" ALL OF THE BELOW-LISTED NOMINEES FOR ELECTION
AS DIRECTORS (ITEM 1 ON THE PROXY CARD).
[PHOTO APPEARS HERE]
CHARLES W. COKER (66), CHAIRMAN, SONOCO PRODUCTS COMPANY, Hartsville, South
Carolina, a manufacturer of paper and plastic products. He has been a
director of the Corporation since 1969 and is chairman of the nominating
committee and a member of the executive committee. During 1999, Mr. Coker
attended 7 of 8 Board meetings and all meetings of the committees of the
Board on which he served. He also serves as a director of Sonoco Products
Company, Carolina Power & Light Company, Sara Lee Corporation and Springs
Industries, Inc.
[PHOTO APPEARS HERE]
ALAN T. DICKSON (68), CHAIRMAN, RUDDICK CORPORATION, Charlotte, North
Carolina, a diversified holding company. He has been a director of the
Corporation since 1969 and is a member of the compensation committee.
During 1999, Mr. Dickson attended all Board meetings and all meetings of
the committee of the Board on which he served. He also serves as a director
of Ruddick Corporation, Bassett Furniture Industries, Inc., Lance, Inc. and
Sonoco Products Company.
2
<PAGE>
[PHOTO APPEARS HERE]
FRANK DOWD, IV (44), CHAIRMAN AND CHIEF EXECUTIVE OFFICER, CHARLOTTE PIPE
AND FOUNDRY COMPANY, Charlotte, North Carolina, a manufacturer of cast iron
and plastic pipe and fittings. He has been in his present position since
September 1998 and prior thereto served as Senior Vice President. He also
serves as a director of Charlotte Pipe and Foundry Company and as President
of the Dowd Foundation. Mr. Dowd currently is not a director of the
Corporation.
[PHOTO APPEARS HERE]
KATHLEEN F. FELDSTEIN (59), PRESIDENT, ECONOMICS STUDIES, INC., Belmont,
Massachusetts, a private consulting firm. Dr. Feldstein was a director of
the former BankAmerica Corporation from 1987 until September 30, 1998 when
it was merged with the Corporation, at which time she was elected as a
director of the Corporation. She is a member of the asset quality review
committee. During 1999, Dr. Feldstein attended all Board meetings and all
meetings of the committee of the Board on which she served. She also serves
as a director of BellSouth Corporation, John Hancock Financial Services,
Inc., Ionics Inc. and Knight-Ridder, Inc.
[PHOTO APPEARS HERE]
PAUL FULTON (65), CHAIRMAN AND CHIEF EXECUTIVE OFFICER, BASSETT FURNITURE
INDUSTRIES, INC., Winston-Salem, North Carolina, a furniture manufacturer.
He has been in his present position since August 1997 and was Dean,
Kenan-Flagler Business School, University of North Carolina from January
1994 until August 1997. He has been a director of the Corporation since
1993 and is a member of the compensation committee. During 1999, Mr. Fulton
attended all Board meetings and all meetings of the committee of the Board
on which he served. He also serves as a director of Bassett Furniture
Industries, Inc., The Cato Corporation, Lowe's Companies, Inc. and Sonoco
Products Company.
[PHOTO APPEARS HERE]
DONALD E. GUINN (67). Prior to his retirement in 1988, Mr. Guinn served as
Chairman and Chief Executive Officer of Pacific Telesis Group, a
telecommunications holding company. Mr. Guinn was a director of the former
BankAmerica Corporation from 1992 until September 30, 1998 when it was
merged with the Corporation, at which time he was elected as a director of
the Corporation. He is chairman of the audit committee. During 1999, Mr.
Guinn attended all Board meetings and all meetings of the committee of the
Board on which he served. He also serves as a director of The Dial
Corporation and Pacific Mutual Holding Company and its affiliate, Pacific
LifeCorp.
[PHOTO APPEARS HERE]
JAMES H. HANCE, JR. (55), VICE CHAIRMAN AND CHIEF FINANCIAL OFFICER, BANK
OF AMERICA CORPORATION, Charlotte, North Carolina. He also serves as Vice
Chairman and a director of Bank of America, N.A. He was elected as a
director of the Corporation in October 1999. During the portion of 1999 in
which Mr. Hance served as a director, he attended all Board meetings. He
also serves as a director of Caraustar Industries, Inc., Family Dollar
Stores, Inc., Lance, Inc. and Summit Properties Inc.
[PHOTO APPEARS HERE]
C. RAY HOLMAN (57), CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER,
MALLINCKRODT INC., St. Louis, Missouri, a provider of medical products. He
has been a director of the Corporation since January 1997 and is a member
of the audit committee. During 1999, Mr. Holman attended all Board meetings
and all meetings of the committee of the Board on which he served. He also
serves as a director of Mallinckrodt Inc. and Laclede Gas Company.
3
<PAGE>
[PHOTO APPEARS HERE]
W. W. JOHNSON (69), CHAIRMAN OF THE EXECUTIVE COMMITTEE, BANK OF AMERICA
CORPORATION, Charlotte, North Carolina. He served as Chairman of the Board
and Chief Executive Officer of Bankers Trust of South Carolina from 1980
until its merger with the Corporation in 1986. He has been a director of
the Corporation since 1986 and is chairman of the executive committee.
During 1999, Mr. Johnson attended all Board meetings and all meetings of
the committee of the Board on which he served. He also serves as a director
of Alltel Corporation and The Liberty Corporation.
[PHOTO APPEARS HERE]
KENNETH D. LEWIS (52), PRESIDENT AND CHIEF OPERATING OFFICER, BANK OF
AMERICA CORPORATION, Charlotte, North Carolina. He has served as Chief
Operating Officer since October 1999 and as President since January 1999
and from October 1993 to October 1998. He served as President, Consumer and
Commercial Banking, from October 1998 to January 1999. He also serves as
President and a director of Bank of America, N.A. He was elected as a
director of the Corporation in October 1999. During the portion of 1999 in
which Mr. Lewis served as a director, he attended all Board meetings. He
also serves as a director of E-Loan, Inc. and Health Management Associates.
[PHOTO APPEARS HERE]
WALTER E. MASSEY (61), PRESIDENT, MOREHOUSE COLLEGE, Atlanta, Georgia. Dr.
Massey was a director of the former BankAmerica Corporation from 1993 until
September 30, 1998 when it was merged with the Corporation, at which time
he was elected as a director of the Corporation. He is a member of the
asset quality review and contributions committees. During 1999, Dr. Massey
attended 7 of 8 Board meetings and 8 of 9 meetings of the committees of the
Board on which he served. He also serves as a director of BP-Amoco PLC,
McDonald's Corporation and Motorola Inc.
[PHOTO APPEARS HERE]
HUGH L. MCCOLL, JR. (64), CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
OFFICER, BANK OF AMERICA CORPORATION, Charlotte, North Carolina. He has
served as Chairman of the Board of the Corporation for at least five years
except from January 7, 1997 until September 30, 1998. He also serves as
Chief Executive Officer and a director of Bank of America, N.A. He has been
a director of the Corporation since 1972 and is a member of the executive
and nominating committees. During 1999, Mr. McColl attended all Board
meetings and all meetings of the committees of the Board on which he
served. He also serves as a director of Ruddick Corporation and Sonoco
Products Company.
[PHOTO APPEARS HERE]
O. TEMPLE SLOAN, JR. (61), CHAIRMAN AND CHIEF EXECUTIVE OFFICER, GENERAL
PARTS, INC., Raleigh, North Carolina, a distributor of automotive
replacement parts. He has been a director of the Corporation since 1996 and
is a member of the audit committee. During 1999, Mr. Sloan attended all
Board meetings and all meetings of the committee of the Board on which he
served. He also serves as a director of General Parts, Inc., as Chairman of
the Board of Highwoods Properties, Inc. and as a director of Southern
Equipment Company.
[PHOTO APPEARS HERE]
MEREDITH R. SPANGLER (62), TRUSTEE AND BOARD MEMBER, Charlotte, North
Carolina. She is a director of C. D. Spangler Construction Company and is
Chairman of the Board of the C. D. Spangler Foundation. She has served on
the Wellesley College Board of Trustees since 1989. She has been a director
of the Corporation since 1988 and is a member of the compensation and
contributions committees. During 1999, Mrs. Spangler attended all Board
meetings and all meetings of the committees of the Board on which she
served.
4
<PAGE>
[PHOTO APPEARS HERE]
RONALD TOWNSEND (58), COMMUNICATIONS CONSULTANT, Jacksonville, Florida. He
has been in his present position since September 1997, and prior thereto
served as Chairman, US FiberOptics Corporation, a provider of fiber optics
technology, from October 1996. He served as President/Gannett Television,
Gannett Company, Inc. from May 1989 until October 1996. He has been a
director of the Corporation since 1993 and is a member of the audit
committee. During 1999, Mr. Townsend attended all Board meetings and all
meetings of the committee of the Board on which he served. He also serves
as a director of Alltel Corporation.
[PHOTO APPEARS HERE]
SOLOMON D. TRUJILLO (48), CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER,
U S WEST, Englewood, Colorado, a provider of telecommunications services.
He has served as Chairman since May 1999 and as President and Chief
Executive Officer since 1995. Mr. Trujillo was a director of the former
BankAmerica Corporation from 1996 until September 30, 1998 when it was
merged with the Corporation, at which time he was elected as a director of
the Corporation. He is chairman of the compensation committee and a member
of the nominating committee. During 1999, Mr. Trujillo attended 7 of 8
Board meetings and all meetings of the committees of the Board on which he
served. He also serves as a director of U S WEST, Pepsico, Inc. and Target
Corporation.
[PHOTO APPEARS HERE]
JACKIE M. WARD (61), PRESIDENT AND CHIEF EXECUTIVE OFFICER, COMPUTER
GENERATION INCORPORATED, Atlanta, Georgia, a computer software company. She
has been a director of the Corporation since 1994 and is chairman of the
asset quality review committee. During 1999, Ms. Ward attended all Board
meetings and all meetings of the committee of the Board on which she
served. She also serves as a director of Equifax, Inc., Flowers Industries,
Inc., Matria Healthcare, Inc., Premiere Technologies, Inc., Profit Recovery
Group International, Inc., SCI Systems, Inc. and Trigon Healthcare, Inc.
[PHOTO APPEARS HERE]
VIRGIL R. WILLIAMS (60), CHAIRMAN AND CHIEF EXECUTIVE OFFICER, WILLIAMS
GROUP INTERNATIONAL, INC., Stone Mountain, Georgia, an industrial and
environmental contracting company. He has been a director of the
Corporation since 1996 and is a member of the asset quality review and
nominating committees. During 1999, Mr. Williams attended all Board
meetings and all meetings of the committees of the Board on which he
served. He also serves as a director of Law Companies Group, Inc.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1999, the Corporation had issued and outstanding three
classes of voting securities: the Common Stock, the Series B Stock and the ESOP
Preferred Stock. As of such date, no persons were known to own beneficially 5%
or more of the Common Stock or the ESOP Preferred Stock. All of the shares of
ESOP Preferred Stock outstanding were held of record by State Street Bank and
Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, as trustee of
the ESOP Trust Agreement executed in connection with The NationsBank 401(k) Plan
(the "Trustee"). The following table sets forth, as of December 31, 1999, the
name and address of each beneficial owner of more than 5% of the Series B Stock
known to the Board, showing the amount and nature of such beneficial ownership.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP (1) OF CLASS
- ----------------------------------------- ----------------------------- -----------
<S> <C> <C>
Carolyn C. Glassman & Albert Irl Dubinsky
TR UA Apr 8 82
Carolyn Glassman Trust
1815 Locust Street
St. Louis, MO 63103 .................... 2,018 shares 24.53%
Mabel B. Howard
315 North 14th Street
Mount Vernon, IL 62864 ................. 1,096 shares 13.33%
Helen Lucille Powers
835 North 27th Street
Mount Vernon, IL 62864 ................. 975 shares 11.85%
Russell Elliston TR UA Nov 22 96
Russell Elliston Trust
Rt 1
Waltonville, IL 62894 .................. 438 shares 5.33%
</TABLE>
- ---------
(1) All shares of Series B Stock indicated in the above table are subject to the
sole investment and voting power of the named individuals.
As of December 31, 1999, no executive officer or director of the Corporation
owned any shares of the Series B Stock.
6
<PAGE>
The following table sets forth certain information with respect to beneficial
ownership of the Common Stock as of December 31, 1999 by: (i) each director and
nominee for director of the Corporation; (ii) each executive officer of the
Corporation named in the Summary Compensation Table; and (iii) all directors and
executive officers of the Corporation as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OWNERSHIP (1)(2)(3) OF CLASS
- --------------------------------------------------------- ----------------------------------- -----------
<S> <C> <C>
Charles W. Coker (5) .................................... 104,876 (4)
Timm F. Crull ........................................... 31,460 (4)
Alan T. Dickson (6) ..................................... 118,964 (4)
Frank Dowd, IV (7) ...................................... 3,200 (4)
Kathleen F. Feldstein (8) ............................... 20,843 (4)
Paul Fulton (9) ......................................... 17,491 (4)
Donald E. Guinn (10) .................................... 33,316 (4)
James H. Hance, Jr. (11) ................................ 896,081 (4)
C. Ray Holman ........................................... 7,310 (4)
W. W. Johnson ........................................... 116,586 (4)
Kenneth D. Lewis (12) ................................... 855,419 (4)
Walter E. Massey ........................................ 5,072 (4)
Hugh L. McColl, Jr. (13) ................................ 894,435 (4)
Michael J. Murray (14) .................................. 2,025,358 (4)
Richard M. Rosenberg .................................... 230,905 (4)
O. Temple Sloan, Jr. .................................... 40,596 (4)
Meredith R. Spangler (15) ............................... 16,008,566 (4)
Ronald Townsend ......................................... 3,005 (4)
Solomon D. Trujillo ..................................... 5,273 (4)
F. William Vandiver, Jr. (16) ........................... 475,625 (4)
Jackie M. Ward .......................................... 8,725 (4)
Virgil R. Williams (17) ................................. 784,534 (4)
Shirley Young ........................................... 4,072 (4)
All directors, nominees and executive officers as a group
(23 persons) (18) ..................................... 22,691,712 1.35%
</TABLE>
- ---------
(1) All shares of Common Stock indicated in the table are subject to the sole
investment and voting power of the directors and officers, except as
otherwise set forth in the footnotes below.
(2) As of December 31, 1999, none of the listed individuals beneficially owned
shares of ESOP Preferred Stock, except Messrs. Hance, Johnson, Lewis, McColl
and Vandiver, each of whom owned 266 shares of ESOP Preferred Stock, which
is less than 1% of the outstanding shares of ESOP Preferred Stock. All
directors and executive officers as a group owned 1,330 shares of ESOP
Preferred Stock, which is less than 1% of the outstanding shares of ESOP
Preferred Stock. The ESOP Preferred Stock is held of record by the Trustee.
Subject to the terms and provisions of the trust, the Trustee has sole
investment power with respect to all shares of ESOP Preferred Stock. It
votes shares of ESOP Preferred Stock that have been allocated to individual
accounts in accordance with the participants' instructions, and it votes
allocated shares of ESOP Preferred Stock as to which no instructions are
received together with unallocated shares in the same proportion as the
shares for which voting instructions are received are voted.
(3) Includes, as of December 31, 1999, the following number of units of Common
Stock equivalents credited to the following nonemployee directors under the
Bank of America Corporation Director Deferral Plan (the "Director Deferral
Plan"): Mr. Crull, 22,580 shares; Dr. Feldstein, 9,203 shares; Mr. Fulton,
1,421 shares; Mr. Guinn, 14,326 shares; Mr. Holman, 2,550 shares; Dr.
Massey, 4,278 shares; Mr. Rosenberg, 928 shares; Mrs. Spangler, 6,754
shares; Mr. Trujillo, 4,142 shares; Ms. Ward, 6,763 shares; Ms. Young, 1,941
shares; and all directors as a group, 74,886 shares. These units, which are
held in individual accounts in each director's name, will be paid in cash
upon the director's retirement based on the fair market value of the Common
Stock at that time. See "Board of Directors' Compensation."
(4) Represents less than 1% of the outstanding shares of Common Stock.
7
<PAGE>
(5) Includes 89,100 shares of Common Stock owned by Mr. Coker's wife over which
he shares voting and investment power.
(6) Includes 4,000 shares of Common Stock held in a trust in which Mr. Dickson
is a beneficiary and 103,090 shares of Common Stock over which Mr. Dickson
shares voting and investment power.
(7) Includes 200 shares of Common Stock over which Mr. Dowd shares voting and
investment power.
(8) Includes 2,263 shares of Common Stock owned by Dr. Feldstein's husband over
which she disclaims beneficial ownership.
(9) Includes 200 shares of Common Stock owned by Mr. Fulton's wife over which he
disclaims beneficial ownership.
(10) Includes 18,990 shares of Common Stock held in a trust over which Mr. Guinn
shares voting and investment power.
(11) Includes 2,000 shares of Common Stock held jointly with Mr. Hance's wife
over which he shares voting and investment power, and 560,000 shares of
Common Stock which Mr. Hance could acquire within 60 days after December
31, 1999 through the exercise of stock options.
(12) Includes 560,000 shares of Common Stock which Mr. Lewis could acquire
within 60 days after December 31, 1999 through the exercise of stock
options.
(13) Includes 100,000 shares of Common Stock which Mr. McColl could acquire
within 60 days after December 31, 1999 through the exercise of stock
options.
(14) Includes 928 shares of Common Stock equivalents held through the former
BankAmerica Corporation Deferred Compensation Plan and 1,724,620 shares of
Common Stock which Mr. Murray could acquire within 60 days after December
31, 1999 through the exercise of stock options. Mr. Murray disclaims
beneficial ownership in 173,048 shares of Common Stock subject to stock
options, which options were transferred into an irrevocable trust for the
benefit of certain immediate family members.
(15) Includes 15,980,236 shares of Common Stock owned by Mrs. Spangler's
husband, certain other family members for whom Mrs. Spangler's husband
acts in a fiduciary capacity, and C. D. Spangler Construction Company,
Golden Eagle Industries, Inc., Spangler Foundation, Delcap, Inc. and
Delcor, Inc., all of which are parties related to Mrs. Spangler's husband,
over which Mrs. Spangler shares voting and investment power.
(16) Includes 306,667 shares of Common Stock which Mr. Vandiver could acquire
within 60 days after December 31, 1999 through the exercise of stock
options.
(17) Includes 17,366 shares of Common Stock over which Mr. Williams shares
voting and investment power and 1,760 shares of Common Stock which he could
acquire within 60 days after December 31, 1999 through the exercise of
stock options.
(18) Includes 3,253,047 shares of Common Stock which such persons could acquire
within 60 days after December 31, 1999 through the exercise of stock
options. Of these 22,691,712 shares of Common Stock, such persons had sole
voting and investment power over 6,301,219 shares of Common Stock and
shared voting or investment power or both over 16,390,493 shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended,
directors and certain officers of the Corporation are required to file reports
with the Securities and Exchange Commission indicating their holdings of and
transactions in the Corporation's equity securities. To the Corporation's
knowledge, based solely on a review of the copies of such reports furnished to
the Corporation and written representations that no other reports were required,
insiders of the Corporation complied with all filing requirements during the
fiscal year ended December 31, 1999, except as follows: O. Temple Sloan, Jr., a
director, filed a late report on Form 5, reporting two inadvertent omissions
from his original Form 3, three changes in the form of beneficial ownership and
eight transactions, one of which was an exempt gift. In addition, Ronald
Townsend, a director, filed a late report on Form 4, reflecting one transaction.
8
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Corporation has the following standing committees to which directors are
appointed: asset quality review, audit, compensation, contributions, executive
and nominating.
The audit committee, currently consisting of four directors who are not officers
of the Corporation or of a subsidiary ("Nonemployee Directors"), reviews at
least quarterly the work of the audit and credit review staffs and requires
reports covering such work to be prepared. The audit committee establishes the
scope and detail of the continuous audit program which is conducted by the audit
staff and the credit review staff to protect against improper and unsound
practices and to furnish adequate protection to all assets and records. Subject
to the approval of the Board, it engages a qualified firm of certified public
accountants to conduct such audit work as is necessary and receives written
reports, supplemented by such oral reports as it deems necessary, from the audit
firm. In addition, the General Auditor of the Corporation reports to the
chairman of the audit committee on all matters relating to the Corporation.
During 1999, the committee held five meetings.
The compensation committee, currently consisting of five Nonemployee Directors,
provides overall guidance with respect to the establishment, maintenance and
administration of the compensation programs and employee benefit plans of the
Corporation. The committee monitors the salary administration program and
reviews and approves salary changes, grade changes and promotions for executive
officers. The joint recommendations of the compensation committee and the
executive committee as to compensation of the Chief Executive Officer and any of
the Corporation's directors who are also executive officers of the Corporation
are subject to approval by the Board. During 1999, the committee held three
meetings.
The nominating committee, currently consisting of the Chief Executive Officer
and three Nonemployee Directors, reviews information assembled for the purposes
of selecting candidates for nomination to membership on the Board. Following
appropriate investigations, it ascertains the willingness of selected
individuals to serve and extends, on behalf of the Board, invitations to become
candidates. Its recommendations are presented to the Board at regularly
scheduled meetings. The committee will also consider, at its regularly scheduled
meetings, those recommendations by stockholders which are submitted, along with
biographical and business experience information, to the Chief Executive
Officer. During 1999, the committee held five meetings.
BOARD OF DIRECTORS' COMPENSATION
In 1999, the compensation for each Nonemployee Director included an annual
retainer of $60,000. Under the Directors' Stock Plan, $24,000 of the annual
retainer was paid in shares of Common Stock and the remaining $36,000 was paid
in cash. In addition, directors received an attendance fee of $1,200 for each
meeting of the Board or committee of the Board. During 1999, there were eight
meetings of the Board. The aggregate amount paid by the Corporation to directors
during 1999 under these arrangements was $1,316,400.
Under the Director Deferral Plan, Nonemployee Directors could elect during 1999
to defer payment of their annual retainer and attendance fees until they leave
the Board. In that case, shares of Common Stock would not be issued under the
Directors' Stock Plan, but instead would be credited to an account in the
Nonemployee Director's name as a phantom stock unit. Subject to the terms of the
Director Deferral Plan, these units would ultimately be paid in cash to the
Nonemployee Director following his or her retirement from the Board (either in a
single payment or installments, at the director's election) based on the fair
market value of the Common Stock. There are no voting rights associated with
these units.
During 1999, the Corporation paid an aggregate of $527,000 to 19 retired
directors under the previously terminated NationsBank Corporation and Designated
Subsidiaries Directors' Retirement Plan.
9
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to the Corporation's Chief
Executive Officer and the four additional most highly compensated executive
officers of the Corporation for services rendered to the Corporation and its
subsidiaries during the periods indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-------------------------
ANNUAL COMPENSATION AWARDS
--------------------------------------- -------------------------
OTHER SECURITIES ALL OTHER
ANNUAL RESTRICTED UNDERLYING COMPEN-
NAME AND SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS SATION
PRINCIPAL POSITION YEAR $ $ $(1) $(2) (#) $
- ------------------------------ ------ ----------- ----------- ------------ ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Hugh L. McColl, Jr. 1999 1,250,000 2,500,000 -- 44,700,000 1,400,000 319,442(3)
Chairman of the Board and 1998 1,000,000 2,500,000 -- 0 0 177,414
Chief Executive Officer 1997 1,000,000 3,500,000 -- 0 150,000 138,382
Kenneth D. Lewis 1999 1,000,000 1,500,000 -- 22,350,000 1,000,000 102,693(3)
President and Chief 1998 887,500 1,500,000 -- 10,700,000 300,000 53,788
Operating Officer 1997 850,000 2,200,000 -- 0 90,000 38,250
James H. Hance, Jr. 1999 1,000,000 1,500,000 -- 22,350,000 1,000,000 115,426(3)
Vice Chairman and 1998 887,500 1,500,000 -- 10,700,000 300,000 58,796
Chief Financial Officer 1997 850,000 2,200,000 -- 0 90,000 38,250
Michael J. Murray (4) 1999 1,000,000 1,500,000 -- 0 300,000 148,548(3)
President, Global Corporate 1998 887,500 1,500,000 58,994(5) 10,700,000 0 139,269
and Investment Banking
F. William Vandiver, Jr. 1999 800,000 1,500,000 -- 6,050,000 300,000 86,070(3)
Corporate Risk 1998 725,000 1,500,000 -- 0 200,000 32,625
Management Executive 1997 700,000 1,500,000 -- 0 60,000 31,500
</TABLE>
(1) For each year, excludes perquisites and other personal benefits, securities
or property which, in the aggregate, do not exceed $50,000 for each named
executive officer.
(2) During 1999, the Corporation granted the following shares of restricted
stock and restricted stock units to the named executive officers: On January
4, 1999, the Corporation granted 100,000 shares of restricted stock to Mr.
Vandiver. The value shown for these shares is based on the closing price of
$60.50 per share on the date of the grant. These shares vest in three equal
installments on the first three anniversaries of the grant date. Mr.
Vandiver has the right to receive dividends on these shares prior to
vesting. On July 1, 1999, the Corporation granted 600,000 restricted stock
units to Mr. McColl and 300,000 restricted stock units to each of Messrs.
Lewis and Hance. The value shown for these units is based on the closing
price of $74.50 per share on the date of the grant. Units for Mr. McColl
vest 100% on the third anniversary of the grant date and units for Messrs.
Lewis and Hance vest 100% on the fifth anniversary of the grant date.
Messrs. McColl, Lewis and Hance have the right to receive dividend
equivalents on these units prior to vesting as if the restricted stock units
were shares of restricted stock.
As of December 31, 1999, the named executive officers held the following
aggregate number of shares of restricted stock and restricted stock units
(including the awards discussed above) with the following values (based on
the closing price of $50.1875 per share on December 31, 1999): Mr. McColl --
880,000 shares valued at $44,165,000; Mr. Lewis -- 460,000 shares valued at
$23,086,250; Mr. Hance -- 460,000 shares valued at $23,086,250; Mr. Murray --
160,000 shares valued at $8,030,000; and Mr. Vandiver -- 100,000 shares
valued at $5,018,750.
(3) For 1999, consists of matching contributions by the Corporation under
certain defined contribution plans (Mr. McColl -- $78,750; Mr. Lewis --
$67,500; Mr. Hance -- $67,500; Mr. Murray -- $127,541; and Mr. Vandiver --
$58,500) and the value of certain premiums paid by the Corporation under
split dollar life insurance arrangements (Mr. McColl -- $240,692; Mr. Lewis
-- $35,193; Mr. Hance -- $47,926; Mr. Murray -- $21,007; and Mr. Vandiver --
$27,570).
(4) Mr. Murray was not an employee of the Corporation until September 30, 1998,
the effective date of the Corporation's merger with the former BankAmerica
Corporation.
(5) For 1998, includes imputed income for relocation expenses in the amount of
$28,462 and financial counseling in the amount of $27,112.
10
<PAGE>
The following tables show the number and value of options granted in 1999 and
the value realized upon exercise of options during 1999 and certain information
about unexercised options at year-end with respect to the named executive
officers.
OPTION GRANTS IN LAST FISCAL YEAR (1)
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- --------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES PERCENT OF TOTAL EXERCISE GRANT DATE
UNDERLYING OPTIONS GRANTED TO PRICE EXPIRATION PRESENT
NAME OPTIONS GRANTED (#) EMPLOYEES IN 1999 ($ PER SHARE) DATE VALUE $(2)
- -------------------------- --------------------- ------------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Hugh L. McColl, Jr. 1,400,000 2.05% $ 74.500 July 1, 2009 $27,244,000
Kenneth D. Lewis 1,000,000 1.46% $ 74.500 July 1, 2009 $19,460,000
James H. Hance, Jr. 1,000,000 1.46% $ 74.500 July 1, 2009 $19,460,000
Michael J. Murray 300,000 0.44% $ 51.125 December 14, 2009 $ 4,005,000
F. William Vandiver, Jr. 300,000 0.44% $ 51.125 December 14, 2009 $ 4,005,000
(1) The material terms of all option grants to named executive officers during
1999 are as follows: (i) all options are nonqualified stock options; (ii)
all have an exercise price equal to the fair market value on the date of
grant; (iii) all have a 10-year term and become exercisable as follows: Mr.
McColl -- one-third on July 1, 2000, one-third on July 1, 2001 and one-third
on July 1, 2002; Messrs. Lewis and Hance -- one-fifth on July 1, 2000,
one-fifth on July 1, 2001, one-fifth on July 1, 2002, one-fifth on July 1,
2003 and one-fifth on July 1, 2004; Messrs. Murray and Vandiver -- one-third
on December 14, 2000, one-third on December 14, 2001 and one-third on
December 14, 2002; (iv) the options are transferable to immediate family
members (or certain estate planning entities) in accordance with such
guidelines and procedures as the Corporation may establish from time to
time; (v) all continue to be exercisable following termination of employment
in certain circumstances; and (vi) all are otherwise subject to the terms
and provisions of the Bank of America Corporation Key Employee Stock Plan
(the "Stock Plan").
(2) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was used to estimate the Grant Date
Present Value assuming (i) an expected volatility of 0.2491; (ii) an
expected dividend yield of 2.91%; (iii) a risk-free interest rate of 5.19%;
(iv) an option term of 7 years; and (v) no discounts for non-transferability
or risk of forfeiture. This is a theoretical value for stock options. The
actual value of the options will depend on the market value of Common Stock
when the options are exercised.
<CAPTION>
Aggregated Option Exercises In Last Fiscal Year and Fiscal Year-End Option Values
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS EXERCISED OPTIONS ON MONEY OPTIONS ON
DURING 1999 DECEMBER 31, 1999 DECEMBER 31, 1999 ($)(1)
------------------------------ ----------------------------- ----------------------------
SHARES
ACQUIRED ON VALUE REALIZED
NAME EXERCISE (#) ($) (2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- -------------- -------------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Hugh L. McColl, Jr. 0 0 100,000 1,450,000 0 0
Kenneth D. Lewis 0 0 560,000 1,230,000 9,350,000 0
James H. Hance, Jr. 0 0 560,000 1,230,000 9,350,000 0
Michael J. Murray 217,077 14,280,837 1,724,620 300,000 18,499,781 0
F. William Vandiver, Jr. 0 0 306,667 453,333 4,675,000 0
</TABLE>
(1) Value represents the difference between the exercise price and the market
value of Common Stock of $50.1875 on December 31, 1999. An option is
"in-the-money" if the market value of Common Stock exceeds the exercise
price.
(2) Value represents fair market value at exercise minus the exercise price.
11
<PAGE>
RETIREMENT PLANS
The following table shows the estimated combined annual pension benefits payable
at normal retirement to a participant under the qualified and nonqualified
defined benefit plans sponsored by the Corporation and its subsidiaries which
are applicable to the named executive officers, as well as Social Security.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ANNUAL BENEFITS UPON RETIREMENT
WITH YEARS OF SERVICE INDICATED
------------------------------------------
15 YEARS
AVERAGE ANNUAL EARNINGS 5 YEARS 10 YEARS OR MORE
- ------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
$ 1,000,000 $ 200,000 $ 400,000 $ 600,000
1,500,000 300,000 600,000 900,000
2,000,000 400,000 800,000 1,200,000
2,500,000 500,000 1,000,000 1,500,000
3,000,000 600,000 1,200,000 1,800,000
3,500,000 700,000 1,400,000 2,100,000
4,000,000 800,000 1,600,000 2,400,000
4,500,000 900,000 1,800,000 2,700,000
5,000,000 1,000,000 2,000,000 3,000,000
</TABLE>
A participant's "average annual earnings" means the average of the five highest
years of the participant's salary and bonuses during his last ten years of
employment. The "salary" and "bonuses" used to determine a participant's
"average annual earnings" are the same as the salary and bonuses disclosed in
the "Salary" and "Bonus" columns of the Summary Compensation Table. The table
describes annual benefits payable in the form of a joint and 75% survivor
annuity beginning at normal retirement. For purposes of the table, normal
retirement means a participant's separation from service following either (1)
attainment of age 62 or (2) attainment of age 60 with 20 years of service. A
person who retires before normal retirement may be entitled to reduced benefits
under the plans depending on the participant's age and years of service.
As of December 31, 1999, Messrs. McColl, Lewis, Hance, Murray and Vandiver had
the following amounts of "average annual earnings" and completed years of
service: Mr. McColl -- $3,850,000 and 40 years; Mr. Lewis -- $2,507,500 and 30
years; Mr. Hance -- $2,467,500 and 12 years; Mr. Murray -- $2,057,500 and 30
years; and Mr. Vandiver -- $1,885,000 and 32 years.
Under their respective employment agreements described on page 13, Messrs.
Lewis, Hance and Murray are entitled to receive combined annual pension benefits
of not less than $2.0 million upon retirement, payable in the form of a joint
and 75% survivor annuity.
DEFERRED COMPENSATION PLAN
Messrs. McColl, Lewis and Vandiver also participate in the NationsBank
Corporation and Designated Subsidiaries Deferred Compensation Plan for Key
Employees (the "Deferred Compensation Plan") which was established by the
Corporation as of November 1, 1985. Each of these named executive officers
deferred compensation under the Deferred Compensation Plan during the period
from 1985 through 1989, but no compensation has been deferred by the named
executive officers under the Deferred Compensation Plan since 1989.
Under the Deferred Compensation Plan, a participant is returned his deferrals,
along with interest, following the participant's termination of employment. The
annual rate of interest depends on the participant's age and years of service at
termination and will be approximately 13% (in the case of normal retirement or
"special" early retirement), 11% (in the case of "regular" early retirement) or
8% (in the case of termination prior to "regular" early retirement). For these
purposes, normal retirement means termination of employment following attainment
of age 62; "special" early retirement means termination of employment following
attainment of age 55 with 20 years of service; and "regular" early retirement
means termination of employment following attainment of age 50 with 15 years of
service. In addition, the designated beneficiary of a participant who dies while
in service receives a benefit equal to the participant's "regular" early
retirement benefit (or the participant's "special" early retirement benefit or
normal retirement benefit to which the participant may have been entitled at the
time of death). As a result, the designated beneficiary
12
<PAGE>
of a participant who dies prior to eligibility for "regular" early retirement
may, in effect, receive a return on the participant's deferrals that is greater
than an 11% annual rate. Payments under the Deferred Compensation Plan are
generally made over a period of 15 years following retirement or death, but they
are made in a single payment following a termination of employment prior to
eligibility for "regular" early retirement.
SPECIAL COMPENSATION ARRANGEMENTS
BENEFIT SECURITY TRUST
The Corporation and certain of its subsidiaries have established a Benefit
Security Trust (the "Trust") which is a "grantor trust" under Section 671 of the
Internal Revenue Code of 1986, as amended (the "Code"). The purpose of the Trust
is to provide participants in designated supplemental retirement plans sponsored
by the Corporation with greater assurances that the benefits to which such
participants are entitled under the plans will be satisfied. The Corporation may
in its discretion designate additional plans to be covered by the Trust.
Contributions to the Trust by the Corporation and its participating subsidiaries
are discretionary from time to time. In that regard, the Corporation has made
cumulative contributions of $231.8 million to the Trust through December 31,
1999. Prior to a change of control of the Corporation, benefits are paid from
the Trust only upon the direction of the Corporation. After a change of control
of the Corporation, benefits are paid from the Trust to the extent such benefits
are not paid by the Corporation or its subsidiaries. The assets of the Trust are
subject to the claims of the creditors of the Corporation and its participating
subsidiaries in the event of an "Event of Insolvency" (as such term is defined
in the Trust). The market value of assets held in the Trust as of December 31,
1999 was $282.9 million.
EMPLOYMENT AGREEMENTS WITH MESSRS. LEWIS, HANCE AND MURRAY
In connection with the merger of the Corporation and the former BankAmerica
Corporation, the Corporation entered into three-year employment agreements with
each of Messrs. Lewis, Hance and Murray commencing September 30, 1998. Under
each of these employment agreements, the executive will receive the following
compensation during the employment period: (i) base salary of not less than $1.0
million; (ii) eligibility for an annual bonus and other benefits on a basis no
less favorable than peer executives of the Corporation; (iii) an award of
restricted stock under the Stock Plan on September 30, 1998 as identified for
1998 in the Summary Compensation Table on page 10; and (iv) a minimum annual
pension benefit described on page 12. If the executive's employment is
terminated before the end of the three-year employment period due to death or
"disability," by the Corporation other than for "cause," or by the executive for
"good reason" (as such terms are defined in each employment agreement), then the
executive will become vested in the restricted stock and will receive a cash
severance payment equal to the base salary and bonus (based on the highest bonus
earned in the three years before the termination date) for the unfinished
portion of the employment period. In certain circumstances, the executive may
also have the right to payment for any tax imposed with respect to compensation
under his employment agreement under section 4999 of the Internal Revenue Code
(or any similar tax).
13
<PAGE>
TOTAL CUMULATIVE STOCKHOLDER RETURN FOR FIVE-YEAR AND
TEN-YEAR PERIODS ENDING DECEMBER 31, 1999
The following graphs compare the yearly percentage change in the Corporation's
cumulative total stockholder's return on the Common Stock with (i) Standard &
Poor's 500 Index, and (ii) Standard & Poor's Banks Composite Index for the years
ended 1995 to 1999, inclusive, and for the years ended 1990 to 1999, inclusive.
The graphs assume an initial investment of $100 at the end of 1994 and 1989,
respectively, and the reinvestment of all dividends during the periods
indicated.
[FIVE-YEAR PERFORMANCE GRAPH APPEARS HERE]
BANK OF AMERICA CORPORATION S&P 500 S&P BANKS COMPOSITE
- --------------------------- -------- -------------------
1994 100 100 100
1995 159.73 137.55 159.3
1996 230.61 169.11 225.49
1997 293.45 225.52 325.71
1998 297.22 289.96 347.24
1999 255.81 350.96 302.02
[TEN-YEAR PERFORMANCE GRAPH APPEARS HERE]
BANK OF AMERICA CORPORATION S&P 500 S&P BANKS COMPOSITE
- --------------------------- ------- -------------------
1989 100 100 100
1990 52.01 96.9 70.85
1991 96.34 126.36 115.74
1992 125.86 135.98 152.62
1993 124.03 149.66 168.26
1994 118.86 151.64 159.65
1995 189.85 208.58 254.33
1996 274.1 256.45 360.01
1997 348.79 341.98 520.01
1998 353.27 439.7 554.37
1999 304.06 532.21 482.18
14
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation committee of the Board provides overall guidance to the
Corporation's executive compensation programs and stock incentive plans, other
than the 1996 Associates Stock Option Award Plan and Take Ownership! The
BankAmerica Global Associate Stock Option Program. The current members of the
compensation committee are Mr. Trujillo (Chairman), Mr. Dickson, Mr. Fulton,
Mrs. Spangler and Ms. Young, who is not standing for reelection at the Annual
Meeting.
The compensation committee makes recommendations jointly with the executive
committee to the Board regarding the compensation of the Chief Executive Officer
and any other executive officer who also serves as a director. The Chief
Executive Officer does not participate in discussions about his compensation
matters or in the making of recommendations by the compensation and executive
committees about his compensation. The Board (other than any directors who are
executive officers) must approve all compensation actions regarding the Chief
Executive Officer and any other executive officer who also serves as a director.
During 1999, the Board approved all such actions which were recommended by the
compensation and executive committees related to the compensation of the Chief
Executive Officer and any other executive officer who also served as a director.
GENERAL EXECUTIVE COMPENSATION POLICIES
The Corporation's executive compensation policies have two primary goals: (1) to
attract and retain the highest quality executive officers and (2) to reward
those officers for superior corporate performance measured by the Corporation's
financial results and strategic achievements.
The Corporation pays its executive officers three principal types of
compensation: base salary, annual incentive compensation and long-term incentive
compensation, each of which is more fully described below. Executive officers
also participate in the Corporation's various qualified and certain
non-qualified employee benefit plans designed to provide retirement income.
1. BASE SALARY. The relative levels of base salary for the executive officers
are designed to reflect each executive officer's scope of responsibility and
accountability within the Corporation. To determine the necessary amounts of
base salary to attract and retain top quality management, the compensation
committee extensively reviews comparable salary and other compensation
arrangements in effect at the five largest United States bank holding companies
and several diversified financial services companies. (All five bank holding
companies are included in the Standard & Poor's Banks Composite Index used in
the graphs on page 14.) Base salaries paid during 1999 to the executive officers
generally are in the high end of the competitive range of this peer group.
2. ANNUAL INCENTIVE COMPENSATION. The Corporation provides performance-related
annual incentive compensation to its executive officers under the
stockholder-approved Executive Incentive Compensation Plan ("EIC Plan"). Amounts
awarded under the EIC Plan are intended to constitute "performance-based
compensation" under Internal Revenue Code Section 162(m). (Section 162(m) limits
the deductibility of compensation paid to certain executive officers in excess
of $1.0 million, but excludes "performance-based compensation" from this limit.)
Under the EIC Plan compensation formula (which was approved by the Corporation's
stockholders at the 1997 annual meeting of stockholders), participating
executive officers are eligible to receive maximum deductible incentive
compensation for a year up to 0.20% of the Corporation's net income for that
year. The compensation committee determines the actual amount of the incentive
compensation based on the compensation committee's overall analysis of the
executive officer's individual performance for the year and competitive market
practices at the same companies considered in establishing base salaries as
described above. In reviewing overall individual performance, the compensation
committee considers such factors as the financial performance of any business
units over which the individual has responsibility and the individual's
contributions during the year towards the Corporation's strategic goals. These
factors are not considered with any specific weighting.
3. LONG-TERM INCENTIVE COMPENSATION. The compensation committee believes that
stock ownership and stock-based incentive awards are the best way to align the
interests of the executive officers with those of the Corporation's
stockholders. Accordingly, under the Stock Plan, the compensation committee may
award to executive officers and other key employees of the Corporation stock
options, stock appreciation rights, restricted stock and restricted stock units.
The compensation committee in its discretion determines on an annual basis which
executive officers will receive awards under the Stock Plan, what types and how
large the awards will be and any conditions or restrictions on the
15
<PAGE>
awards. The compensation committee makes such determinations by reviewing the
same factors used in determining the amount of an executive officer's annual
incentive compensation as described above. In particular, the compensation
committee conducts an overall analysis of the executive officer's individual
performance for the year and competitive market practices at the same companies
considered in establishing base salaries as described above. In reviewing
overall individual performance, the compensation committee considers such
factors as the financial performance of any business units over which the
individual has responsibility and the individual's contributions during the year
towards the Corporation's strategic goals. These factors are not considered with
any specific weighting.
The compensation committee intends that awards made under the Stock Plan include
vesting conditions that encourage an executive officer to remain with the
Corporation over a period of years. For example, the standard arrangement for
stock option awards is to vest no earlier than in one-third increments on each
of the three anniversaries following the award.
1999 COMPENSATION FOR MR. MCCOLL
The general policies described above for the compensation of executive officers
also apply to the compensation recommendations made by the compensation and
executive committees and approved by the Board (other than any directors who are
executive officers) with respect to the 1999 compensation for Mr. McColl as the
Corporation's Chief Executive Officer.
The compensation committee reviewed applicable market information and approved
an increase in Mr. McColl's annualized rate of base salary from $1.0 million to
$1.5 million effective July 1, 1999. This was the first increase in Mr. McColl's
rate of base salary since January 1, 1997.
In determining Mr. McColl's bonus for 1999 under the EIC Plan, the compensation
committee reviewed practices at comparable competitor financial institutions,
the financial performance of the Corporation and the advancement of the
Corporation's long-term strategic goals. In particular, the compensation
committee noted that during 1999 operating earnings rose 27% while operating
earnings per share increased 29% in addition to business lines being
consolidated following the merger of NationsBank Corporation and BankAmerica
Corporation.
At its June 1999 meeting, the compensation committee awarded Mr. McColl a
nonqualified stock option covering 1.4 million shares of Common Stock and
600,000 restricted stock units under the Stock Plan. These awards were made
effective July 1, 1999. In making these awards, the compensation committee
recognized Mr. McColl's leadership in building the Corporation into the largest
nationwide bank in the United States with a compounded annual growth rate of 34%
in net income, 23% in total return to stockholders and 31% in total assets over
the five completed years before the award was made (1994 through 1998). The
compensation committee believes that it is essential to retain Mr. McColl's
leadership in order to (i) provide strategic direction for the company, (ii)
maximize the value of the franchise, (iii) continue to provide for the
successful transition to an efficient, fully integrated operating environment
and (iv) provide for a smooth succession to a new management team. In making the
awards, the compensation committee noted that Mr. McColl has not received an
award under the Stock Plan since 1997. The compensation committee also
determined that the awards will provide a long-term incentive package which is
competitive based on the size and scope of the Corporation and which will
closely align Mr. McColl's interests with those of the Corporation's
stockholders.
Any compensation ultimately realized by Mr. McColl upon exercise of the stock
options or upon payment of the restricted stock units should be fully deductible
to the Corporation and should not be subject to the $1.0 million deduction limit
under Section 162(m). Less than 25% of Mr. McColl's total taxable compensation
for 1999 was not deductible for 1999 as a result of the $1.0 million deduction
limit under Section 162(m). Compensation decisions for Mr. McColl and the other
executive officers were made with full consideration of the Section 162(m)
implications, including the net cost to the Corporation as a result of paying
any nondeductible amounts.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD:
Solomon D. Trujillo, Chairman
Alan T. Dickson
Paul Fulton
Meredith R. Spangler
Shirley Young
16
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Trujillo, Dickson and Fulton, Mrs. Spangler and Ms. Young, none of whom
is or has been an officer or employee of the Corporation, currently serve as
members of the Corporation's compensation committee. Mr. McColl serves as a
director of Ruddick Corporation, a corporation of which Mr. Dickson is
chairman.
CERTAIN TRANSACTIONS
A number of the Corporation's directors and executive officers and certain
business organizations and individuals associated with them have been customers
of the Corporation's banking subsidiaries. All extensions of credit to the
foregoing persons have been made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time in comparable transactions with others and did not
involve more than the normal risk of collectibility or present other unfavorable
features.
In the opinion of management, each of the following transactions was on terms no
more or less favorable than those prevailing at the time for comparable
transactions with unaffiliated parties.
Bank of America, N.A., a subsidiary of the Corporation, leases space for
in-store branches and ATM machines at fifty-five locations of Harris Teeter
Super Markets, which are owned by a subsidiary of Ruddick Corporation. Mr. Alan
T. Dickson, a director of the Corporation, is Chairman of Ruddick Corporation.
In 1999, aggregate rental paid for this space was approximately $689,000.
Subsidiaries of the Corporation lease space for eighteen banking centers in
Florida, North Carolina, South Carolina, Tennessee and Maryland from
subsidiaries of Highwoods Properties, Inc. ("Highwoods"). Mr. O. Temple Sloan,
Jr., a director of the Corporation, is Chairman of the Board of Highwoods. In
1999, the Corporation's subsidiaries paid Highwoods aggregate rental of
approximately $3,871,000 for these eighteen centers. Also in 1999, subsidiaries
of the Corporation paid Highwoods a lease termination fee of $150,000 and
property tax and other miscellaneous charges of $184,000.
Bank of America, N.A. leases space for banking-related activities in Atlanta
from Williams Investment Realty, a company in which Mr. Virgil R. Williams, a
director of the Corporation, is a partner. In 1999, rental paid was
approximately $889,000.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board, upon the recommendation of the audit committee, has approved the
selection of the firm of PricewaterhouseCoopers LLP as independent public
accountants to audit the books of the Corporation and its subsidiaries for the
current year, to report on the consolidated statement of financial position and
related statement of earnings of the Corporation and its subsidiaries, and to
perform such other appropriate accounting services as may be required by the
Board. The Board recommends that the stockholders vote in favor of ratifying and
approving the selection of PricewaterhouseCoopers LLP for the purposes set forth
above. PricewaterhouseCoopers LLP has advised the Corporation that they are
independent accountants with respect to the Corporation, within the meaning of
standards established by the American Institute of Certified Public Accountants,
the Independence Standards Board and federal securities laws administered by the
Securities and Exchange Commission.
Representatives of PricewaterhouseCoopers LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement if they so desire, and
they are expected to be available to respond to appropriate questions.
Should the stockholders vote negatively, the Board will consider a change in
auditors for the next year.
THE BOARD RECOMMENDS A VOTE "FOR" RATIFYING THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS TO AUDIT THE BOOKS
OF THE CORPORATION AND ITS SUBSIDIARIES FOR THE CURRENT YEAR (ITEM 2 ON THE
PROXY CARD).
STOCKHOLDER PROPOSALS
CANCELLATION OF DEBT OF HEAVILY INDEBTED POOR COUNTRIES
The Corporation has received a proposal from the Adrian Dominican Sisters, 1257
East Siena Heights Drive, Adrian, Michigan 49221-1793. This proposal has been
joined by the following organizations: Congregation of Holy Cross,
17
<PAGE>
Southern Province; Congregation of the Sisters of Charity of the Incarnate Word;
Congregation of the Sisters of Saint Agnes; Dominican Sisters of Hope; Dominican
Sisters of Houston, Texas; MaryKnoll Fathers and Brothers; MaryKnoll Mission
Association of the Faithful, Inc.; Mercy Consolidated Asset Management Program;
Missionary Oblates of Mary Immaculate; School Sisters of Notre Dame; Sisters of
Charity of Saint Elizabeth; Sisters of the Humility of Mary; Sisters of Mercy
Regional Community of Detroit; and Ursuline Sisters of Tildonk.
The Adrian Dominican Sisters have represented that they beneficially own 226
shares of Common Stock. Ownership information for the entities joining in the
proposal will be provided upon request. The Adrian Dominican Sisters have given
notice that they will present the following resolution at the Annual Meeting:
WHEREAS the Heavily Indebted Poor Countries (HIPC) program, which was
established by the World Bank and the IMF in 1996 to address both the unpayable
character and the social consequences of the debt overhang, has been sharply
criticized for being too little, too late, too limited, too rigid and too
unrealistic.
WHEREAS the leaders of the major industrialized countries at their G-7 summit in
June 1999 in Cologne have endorsed a new initiative to enable these countries to
receive broader, faster debt relief by calling on the International Financial
Institutions to develop a framework for linking debt relief with poverty
reduction that centers around better targeting of budgetary resources for
priority social expenditures for health, child survival, aids prevention,
education and greater transparency in government budgeting.
WHEREAS these debt relief initiatives should require that the government of the
country receiving debt relief to establish a human development fund through
transparent and participatory processes including participation of civil
society, the resources of which Fund shall be dedicated to reducing the number
of persons living in poverty, expanding access of the poorest members of society
to basic social services, including education, health, clean water and
sanitation.
WHEREAS the G-7 also proposed lowering the threshold for relief to countries
whose debt-to-export ratio exceeds 150%, which expanded the number of countries
from the 41 of HIPC to a total of 46; of these 46 countries, 35 are in Africa.
These 5 added countries are Bangladesh, Cambodia, Comoros, Haiti and Malawi.
WHEREAS the G-7 has called for total cancellation of all bilateral concessional
aid debt and asked for forgiveness of certain commercial debt including
defaulted loans under the cover of bilateral export-import agencies.
WHEREAS the U.S. banks hold total cross-border claims on the HIPC+5 countries
amounting to $1.4 billion as of the end of 1998, with an estimated $0.4 billion
to $0.5 billion subject to debt cancellation, being without guarantees and in
the public and banking sectors.
WHEREAS we believe that our corporation should take the initiative from the G-7
to help promote a more transparent and businesslike structure in these countries
as well as to help promote human development by developing policies for debt
cancellation of and future lending to these very heavily indebted countries.
RESOLVED: that the Shareholders request the Board of Directors of Bank of
America to develop a policy for the cancellation of debt and new lending to the
46 HIPC+5 countries. The policy should include:
o The debt to be cancelled should include government and bank-sector debt
of medium and long-term original maturity without external guarantees as
well as government- and bank-sector short-term debt without external
guarantees that has been converted into medium and long-term debt.
o Conditions for cancellation should include country requirements that the
savings from the cancellation should be to supplement present human
development funding.
o Conditions for new lending should include transparency and accountability
in the use of these new funds.
MANAGEMENT'S STATEMENT
The Board has considered this proposal and believes that its adoption is
unnecessary and would not be in the best interests of the Corporation or its
stockholders.
The Corporation shares the proponents' concern about the economic difficulty of
heavily indebted poor countries and the individual hardship on the residents of
those countries. In general, however, a policy of forgiving debt where the
borrower is not distressed would discourage the Corporation from lending at all
to borrowers in those countries. Since loans can help in the development of such
countries, the Corporation believes that such a policy would be
counterproductive for the people who need help the most.
18
<PAGE>
In general, the Corporation forgives debt or makes other concessions in payment
terms in circumstances where a borrower is unable to pay without undue hardship.
In the case of borrowers in developing countries, the Corporation has an
explicit policy regarding forgiveness and concessions that was developed in the
late 1980's in consultation with some of the same organizations that are
proponents of this resolution.
In addition to concessions, from time to time, the Corporation has on occasion
donated debt of borrowers in developing countries to organizations that promote
environmental causes in those countries. The Corporation is also currently
working to donate some such debt to an organization that will use it to meet the
needs of poor people in a developing country.
In any event, the Corporation has very little exposure of the type described in
the proposal. Although the proponents are concerned with medium and long-term
debt which is not guaranteed, the Corporation has only three such credits
(aggregating less than $10 million) in the countries to which the proposal
refers. As mentioned above, the Corporation is in the process of making
arrangements to donate one of these loans to a local philanthropic organization
in the developing country. The other two are loans to banks which, while not
unaffected by poor economic conditions in the country where they operate, appear
to be able to pay without undue hardship.
The Corporation believes that its current practice of concessions and donations
makes good business sense, is socially responsible and is consistent with the
proponents' views. Accordingly, no additional policy is necessary.
THE BOARD RECOMMENDS A VOTE "AGAINST" THIS STOCKHOLDER PROPOSAL (ITEM 3 ON THE
PROXY CARD).
ADOPTION OF COMPENSATION COMMITTEE CHARTER
The Corporation has received the following proposal from the AFL-CIO Staff
Retirement Plan, 815 Sixteenth Street, N.W., Washington, D.C. 20006. The AFL-CIO
Staff Retirement Plan has represented that it beneficially owns 33,400 shares of
Common Stock.
RESOLVED, that the shareholders of BankAmerica (the "Company") urge the Board of
Directors of the Company to adopt a written charter governing the Compensation
Committee that includes (but is not limited to) the following principles:
"A primary function of the Compensation Committee (the "Committee") is to assist
the Board of Directors (the "Board") in fulfilling its responsibility to
establish and maintain compensation packages for the Company's senior executives
that rewards superior performance against transparent and appropriately
challenging objectives, ties such persons' interests to those of the Company's
shareholders and reduces compensation in the event of underperformance.
The Committee shall be composed of independent directors. A director is
independent if his or her only non-trivial professional, familial or financial
relationship with the Company or any senior executive of the Company is his or
her directorship.
To fulfill its responsibilities and duties, the Committee shall:
o Without the participation of any senior executive of the Company, have
sole authority to select, evaluate and where appropriate terminate the
services of any compensation consultant retained to provide advice
regarding the compensation of senior executives of the Company.
o Ensure that any compensation consultant retained by the Committee, or any
affiliate of such consultant, has not performed in the last five years
any non-compensation-related services for the Company or any of its
senior executives."
SUPPORTING STATEMENT
As Company shareholders, we support senior executive compensation policies that
reward superior performance and align the interests of senior executives with
those of Company shareholders. We are concerned, in light of recent
developments, that the Company's compensation of senior executives is not in
line with those principles.
In connection with the 1998 merger of the Company with NationsBank, the Company
awarded then-CEO David Coulter a severance package valued at over $30 million,
including a $5 million per year pension benefit -- a package characterized in
Fortune magazine as "exit terms so rich that you had to wonder how long Coulter
would stick around." (Geoffrey Colvin, "Bad Boards, Bad Boards -- Whatcha Gonna
Do?, Apr. 26,1999, p. 411). Within a month after the merger closed, Mr. Coulter
resigned.
19
<PAGE>
One of the five members of the Committee, Alan Dickson, lacks independence in
several respects: First, Mr. Dickson is chairman of a corporation, Ruddick
Corporation ("Ruddick"), of which Mr. McColl serves as a director. In addition,
a BankAmerica subsidiary leases space for stores and ATMs from a subsidiary of
Ruddick for which the 1998 aggregate rental was $430,000 and paid that
subsidiary approximately $147,000 for architectural services.
We believe that adopting a written charter containing the principles set forth
above will refocus the Committee on rewarding superior performance and creating
value for shareholders. The principles enjoy wide support -- for example, the
Council of Institutional Investors' core principles require that members of a
compensation committee have no non-trivial relationship with the company or its
senior executives other than their directorships -- and the Board has discretion
to add additional principles to those enumerated above.
We therefore urge shareholders to vote FOR this proposal.
MANAGEMENT'S STATEMENT
The Board has considered this proposal and believes that its adoption is
unnecessary and would not be in the best interests of the Corporation or its
stockholders.
The Board believes that this proposal has been substantially implemented. In
particular, the Board has already adopted a written charter for the compensation
committee (the "Committee") setting forth the duties and responsibilities of the
Committee. Further, the charter requires the Board to determine that none of the
members of the Committee have any relationship to the Corporation that would
interfere with the exercise of their independent judgment. In addition, the
charter prohibits any director from serving on the Committee if such director is
an executive officer at another company at which any executive officer of the
Corporation serves on the compensation committee.
Rather than the standard of independence that the Board has adopted, the
proposal prohibits directors from serving on the Committee if they have any
"non-trivial" relationship with the Corporation. Unfortunately, the proponent
does not provide any guidance as to what is meant by "non-trivial" or any
explanation as to whether "non-trivial" relates to the director or the
Corporation. Further, the Corporation is a global organization that has
arm's-length business dealings with over one million companies in the ordinary
course of its business. Due to the lack of definition of the term "non-trivial,"
as well as the size of the Corporation and the scope of its activities, the
Board and management believe that the standard suggested by the proposal is
overly vague and restrictive. In addition, the Corporation is in the business of
banking, and many of the Corporation's directors and executive officers have
banking relationships with the Corporation. All such relationships, however, are
in the ordinary course of business and on an arm's-length basis. If the
Corporation were to adopt the proposal, it could be precluded from appointing to
the Committee directors that do business with the Corporation in the ordinary
course of business. This could deprive the Committee of expert independent
judgment for purely arbitrary reasons.
The current members of the Committee are Mr. Dickson, Mr. Fulton, Mrs.
Spangler, Mr. Trujillo and Ms. Young. None of these directors is an officer of
or otherwise affiliated with the Corporation. In addition, the Board has
determined, in its business judgment, that none of these directors is involved
in any transaction that would interfere with the exercise of their independent
judgment.
Although not mentioned in the proponent's supporting statement, the proponent's
resolution requests that the Committee take certain actions with respect to the
retention of compensation consultants. The charter adopted by the Board already
permits the Committee to retain special compensation consultants and requires
that the Committee determine that any such consultants have no relationship to
the Corporation that would interfere with the exercise of their independent
judgment. The Board believes that the proposal is overly restrictive and
unworkable to require that the Committee take actions regarding compensation
consultants without the participation of senior executive officers and to
prohibit any compensation consultants from performing any
non-compensation-related services.
Based upon the foregoing, the Board believes that it has already established, as
the proponent requests, a written compensation committee charter and a
compensation committee composed of independent directors. The Board believes
that it should maintain the flexibility to apply this standard to qualified
directors without imposing arbitrary restrictions. In this manner, the
Corporation will obtain the most qualified individuals to make compensation
decisions and, therefore, better serve the interests of the Corporation and its
stockholders.
THE BOARD RECOMMENDS A VOTE "AGAINST" THIS STOCKHOLDER PROPOSAL (ITEM 4 ON THE
PROXY CARD).
20
<PAGE>
CONTRIBUTIONS TO POLITICAL MOVEMENTS AND ENTITIES
The Corporation has received the following proposal from Patricia S. Broderick,
105 Quail Lane, Mooresville, North Carolina 28117. Ms. Broderick has
represented that she is the beneficial owner of 961 shares of Common Stock.
Whereas the money for donations to political movements and political entities
comes from the profits of the company's operations, and belongs to the
shareholders; and since these contributions are nothing more than an overt
effort to control elections, shareholders should not be made to support
political movements or political entities with whom they do not agree.
The Board of Directors is requested to adopt a policy that no contribution to
any political movement or entity shall be made by the Bank of America; nor shall
solicitations for contributions to any political movement or entity be made on
company property, not to any company employee; nor shall any company facilities
or equipment be used for this purpose.
MANAGEMENT'S STATEMENT
The Board has considered this proposal and believes that its adoption is
unnecessary and would not be in the best interests of the Corporation or its
stockholders.
The Corporation is subject to, and complies with, the extensive federal and
state governmental regulatory framework relating to political contributions. The
proposal, however, prohibits the Corporation's support of various political
action committees and permitted state and local contributions, all of which are
conducted in accordance with applicable law. The Corporation operates in an
environment heavily regulated at the federal, state and local levels, and its
banking products and services are affected by government regulation. The
Corporation believes that its interaction with legislators and regulators
influences the products and services that the Corporation and its subsidiaries
are able to offer and deliver. The proposal, however, would prohibit the
Corporation's participation in various activities routinely engaged in by banks,
thereby placing the Corporation at a competitive disadvantage.
In addition to placing the Corporation at a competitive disadvantage, the
proposal does not provide any definition of "political movement or entity" or
provide any guidance as to how the Corporation is to determine whether or not an
organization is "political." Consequently, the extremely broad language of the
proposal could prohibit a multitude of activities that stockholders would not
commonly view as political in nature.
The Board believes that contributions made in accordance with applicable law
best serve the interests of the Corporation and its stockholders and, therefore,
the proposal is unnecessary.
THE BOARD RECOMMENDS A VOTE "AGAINST" THIS STOCKHOLDER PROPOSAL (ITEM 5 ON THE
PROXY CARD).
PROPOSALS FOR 2001 ANNUAL MEETING OF STOCKHOLDERS
The deadline for submission of stockholder proposals to be considered for
inclusion in the proxy statement and proxy card relating to the 2001 annual
meeting is November 20, 2000. Any such proposal received by the Corporation's
principal executive offices after such date will be considered untimely and may
be excluded from the proxy statement and proxy card.
The deadline for submission of stockholder proposals to be presented at the 2001
annual meeting, but which will not be included in the proxy statement and proxy
card relating to such meeting, is January 4, 2001. Any such proposal received by
the Corporation's principal executive offices after such date will be considered
untimely and the persons named in the proxy for such meeting may exercise their
discretionary voting power with respect to such proposal.
21
<PAGE>
OTHER MATTERS
The Board is not aware of any other matters which may be presented for action at
the Annual Meeting. If other matters do properly come before the Annual Meeting,
shares of Common Stock, Series B Stock and ESOP Preferred Stock validly
represented by proxies will be voted by the persons named in the proxy card in
accordance with the recommendations of the Board.
You are cordially invited to attend the Annual Meeting. However, whether you
plan to attend or not, we encourage you to vote your shares via Internet,
telephone or mail as more fully described in the proxy card. Your proxy may be
revoked at any time before it is exercised in the manner previously described.
/s/ Hugh L. McColl, Jr.
-----------------------
Hugh L. McColl, Jr.
Chairman of the Board and Chief
Executive Officer
March 20, 2000
22
<PAGE>
BANK OF AMERICA
[GRAPHIC]
PROXY
BANK OF AMERICA CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 25, 2000
You, the undersigned stockholder, appoint each of Leticia Aguilar, Graham
Denton and Ken Kido, your attorney and proxy, with full power of substitution,
on your behalf and with all powers you would possess if personally present, to
vote all shares of Common Stock or 7% Cumulative Redeemable Preferred Stock,
Series B, of Bank of America Corporation that you would be entitled to vote at
the Annual Meeting of Stockholders to be held in the Belk Theater of the North
Carolina Blumenthal Performing Arts Center, 130 North Tryon Street, Charlotte,
North Carolina, on Tuesday, April 25, 2000, at 10:00 A.M. (local time) or any
adjournment(s) thereof. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
INSTRUCTED BY YOU AND IN THE DISCRETION OF THE PROXIES ON ALL OTHER MATTERS. IF
NOT OTHERWISE SPECIFIED, SHARES WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
VOTING BY INTERNET OR TELEPHONE. If you wish to vote by Internet or
telephone, please follow the instructions on the lower reverse side of this
proxy card.
VOTING BY MAIL. If you wish to vote by mail, please sign your name exactly
as it appears on this proxy card and mark, sign, date and return it in the
enclosed envelope. When signing as attorney, executor, administrator, trustee,
guardian or officer of a corporation, please provide your full title.
BANK OF AMERICA ASSOCIATES. If you are a current or former Bank of America
associate and have an interest in Common Stock or ESOP Convertible Preferred
Stock, Series C through The NationsBank 401(k) Plan or an interest in Common
Stock through the BankAmerica 401(k) Investment Plan, you may provide voting
instructions to the applicable Trustee of the respective plan with this proxy
card or by Internet or telephone. The Trustee of the Investment Trust for The
NationsBank 401(k) Plan and the Trustee of the BankAmerica 401(k) Investment
Plan will vote only those shares for which voting instructions are received. The
Trustee for the ESOP Trust under The NationsBank 401(k) Plan will vote those
shares for which no instructions are received and any unallocated shares in the
same proportion as those shares under the ESOP Trust for which instructions have
been received. Your voting instructions will be held in strict confidence.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
^ FOLD AND DETACH HERE ^
- -
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY OR VOTE BY INTERNET
OR TELEPHONE.
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
1. By Internet: go to HTTP://WWW.EPROXY.COM/BAC/
OR
--
2. By telephone: call TOLL-FREE 1-800-840-1208
OR
--
3. By mail: mark, sign and date your proxy card and return it
promptly in the enclosed, postage-paid envelope.
PLEASE VOTE
<PAGE>
Please mark
your vote as [ X ]
indicated in
this example
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------------------ -------------------------------------------------------------
The Board of Directors recommends a vote "FOR" Items 1 and 2. The Board of Directors recommends a vote
- ------------------------------------------------------------------ "AGAINST" Items 3, 4 and 5.
-------------------------------------------------------------
FOR WITHHOLD FOR ALL FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] ITEM 3 - STOCKHOLDER PROSPOSAL - [ ] [ ] [ ]
CANCELLATION OF DEBT OF
HEAVILY INDEBTED POOR
COUNTRIES
ITEM 1 - ELECTION OF DIRECTORS ITEM 2 - RATIFICATION ITEM 4 - STOCKHOLDER PROSPOSAL - FOR AGAINST ABSTAIN
Nominees OF INDEPENDENT ADOPTION OF COMPENSATION [ ] [ ] [ ]
01 C.W. Coker 10 K.D. Lewis PUBLIC COMMITTEE CHARTER
02 A.T. Dickson 11 W.E. Massey ACCOUNTANTS
03 F. Dowd, IV 12 H.L. McColl, Jr.
04 K.F. Feldstein 13 O.T. Sloan, Jr. ITEM 5 - STOCKHOLDER PROPOSAL - FOR AGAINST ABSTAIN
05 P. Fulton 14 M.R. Spangler CONTRIBUTIONS TO [ ] [ ] [ ]
06 D.E. Guinn 15 R. Townsend POLITICAL MOVEMENTS
07 J.H. Hance, Jr. 16 S.D. Trujillo AND ENTITIES
08 C.R. Holman 17 J.M. Ward
09 W.W. Johnson 18 V.R. Williams ------------------------------------------------------------
------------------------------------------------------------
WITHHELD FOR:(Write nominee name(s) in the space provided below). YES NO
WILL ATTEND MEETING [ ] [ ]
- ------------------
- --------------------------------------------------------------- ------------------------------------------------------------
------------------------------------------------------------
I consent to future access of Bank of America
Corporation's annual reports on Form 10-K and proxy
statements electronically via the Internet. I
understand that Bank of America Corporation may no
longer distribute printed materials to me for any CONSENT
future stockholder meeting until such consent is [ ]
revoked. I understand further that I may revoke my
consent at any time.
------------------------------------------------------------
</TABLE>
Signature(s)_________________________________________ Date____________________
NOTE: Please sign your name as it appears above. When signing as attorney,
executor, administrator, trustee, guardian or officer of a corporation, please
provide your full title.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
^ FOLD AND DETACH HERE ^
- -
-------------------------------------------------------------------------
PLEASE READ THE VOTING INSTRUCTIONS BELOW.
-------------------------------------------------------------------------
Bank of America Corporation encourages you to vote your shares. Please take the
opportunity to use one of the three voting methods outlined below to cast your
ballot.
VOTE BY INTERNET -- HTTP://WWW.EPROXY.COM/BAC/
Use the Internet to vote your proxy 24 hours a day, 7 days a week. Have your
proxy card in hand when you access the web site. You will be prompted to enter
your 11-digit Control Number, which is located below, to obtain your records and
create an electronic ballot.
VOTE BY TELEPHONE -- 1-800-840-1208
Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week.
Have your proxy card in hand when you call. You will be prompted to enter your
11-digit Control Number, which is located below, and then follow the simple
instructions provided.
VOTE BY MAIL
Mark, sign and date your proxy card and return it promptly in the enclosed,
postage-paid envelope.
IF YOU VOTE BY INTERNET OR TELEPHONE, PLEASE DO NOT RETURN YOUR PROXY CARD.
THANK YOU FOR VOTING.
<PAGE>
WAIT! THERE ARE EASIER WAYS TO SUBMIT YOUR PROXY!
24 HOURS A DAY -- 7 DAYS A WEEK
It's fast, convenient, and your submission is immediately confirmed and posted.
- ------------------------------------------------------------------------------
SUBMIT YOUR PROXY BY INTERNET
- ------------------------------------------------------------------------------
Go to Website:
http://www.eproxy.com/bac/
JUST FOLLOW THESE FOUR EASY STEPS:
1. Read the Proxy Statement and proxy card.
2. Go to the website: http://www.eproxy.com/bac/
3. Enter the 11-digit Control Number located on your proxy card.
4. Follow the simple instructions.
**IMPORTANT NOTICE**
When voting on the Internet or by mail, you can also consent to receive
future annual meeting materials via the Internet.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SUBMIT YOUR PROXY BY TELEPHONE
- ------------------------------------------------------------------------------
Call Toll-Free on a Touch-Tone Phone:
1-800-840-1208
JUST FOLLOW THESE FOUR EASY STEPS:
1. Read the Proxy Statement and proxy card.
2. Call the toll-free number: 1-800-840-1208
3. Enter the 11-digit Control Number located on your proxy card.
4. Follow the simple instructions.
- ------------------------------------------------------------------------------
If you vote by Internet or telephone, please do not return your proxy card.
Thank you for your proxy submission. Your vote is important to us.
