Filing Pursuant to Rule 424(b)(3)
File Number 333-43137
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The Prospectus
October 23, 2000
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The Bank of America
SharesDirect Plan(SM)
You should read this Prospectus carefully so you will know how the Plan
works and then retain it for future reference.
Neither the Securities and Exchange Commission nor any state securities
regulators have determined if this Prospectus is accurate or adequate. Any
representation to the contrary is a criminal offense.
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Table of Contents Page
THE PLAN
Bank of America SharesDirect Plan ............................................1
Bank of America Corporation...................................................1
Summary of the Plan...........................................................2
Administrator of the Plan.....................................................3
Inquiries: Bank of America Shareholder Services...............................3
Enrollment....................................................................4
Investment Options:
Optional Dividend Reinvestment...........................................4
Optional Cash Investments................................................5
Purchase of Shares............................................................6
Sale of Shares................................................................7
Safekeeping of Your Stock Certificates........................................8
Gifts or Transfers of Shares..................................................9
Issuance of Certificates.....................................................10
Plan Service Fees............................................................11
Tracking Your Investments....................................................11
U.S. Federal Income Tax Information..........................................12
Responsibility of Administrator and Bank of America..........................13
Stock Splits, Stock Dividends and Other Distributions........................14
MISCELLANEOUS
Voting of Proxies............................................................14
Plan Modification or Termination.............................................14
Change of Eligibility; Termination...........................................14
Foreign Participation........................................................14
Available Information/Incorporation of Documents by Reference................15
Legal Matters................................................................16
Independent Accountants......................................................16
Factors That May Affect Future Results.......................................16
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Bank of America SharesDirect Plan
This Prospectus describes the Bank of America SharesDirect Plan. The Plan
promotes long-term ownership in Bank of America Corporation by offering:
> A simple, cost-effective method for purchasing shares of Bank of America
stock directly from Bank of America;
> A way to increase your holdings in Bank of America by reinvesting your
cash dividends in Bank of America stock;
> The opportunity to purchase additional shares by making optional cash
investments.
You do not have to be a current shareholder of Bank of America to
participate in the Plan. You can purchase your first shares of Bank of America
stock through the Plan by making an initial investment of $1,000 or more, which
includes an initial transaction fee of $10.
Bank of America Corporation
Bank of America is a multi-bank holding company. Through its subsidiaries,
Bank of America provides financial products and services to individuals,
businesses, corporations, institutional investors and governmental agencies,
primarily throughout the Mid-Atlantic, Midwest, Southeast, Southwest, Northwest
and West regions of the United States and in selected international markets.
Bank of America was incorporated in 1998 under the laws of the State of Delaware
and the Bank Holding Company Act. Bank of America's predecessor companies were
initially incorporated in 1968. Its principal executive offices are located at
100 North Tryon Street, Charlotte, North Carolina 28255.
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The Bank of America stock offered under the Plan is not guaranteed or insured
by any bank or government agency.
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THE PLAN
Summary of the Plan
> ENROLLMENT: If you are not already a shareholder, you can become a participant
in the Plan by making an initial investment of at least $1,000, which includes
an initial transaction fee of $10. Existing Bank of America shareholders not
enrolled in the Plan can participate by submitting a completed Enrollment Form.
If your shares are held in a brokerage account, you may either participate
directly by registering some or all of your shares in your name, or make
arrangements with your broker to participate in the Plan on your behalf.
> OPTIONAL REINVESTMENT OF DIVIDENDS: You can reinvest all, a portion or none of
your cash dividends toward the purchase of additional shares of Bank of America
stock without paying trading fees.
> OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan, you can buy
additional shares of Bank of America stock by investing a minimum of $50 at any
one time, up to $120,000 in the aggregate per calendar year. You can have your
payment automatically withdrawn from your bank account or pay by check.
> FULL REINVESTMENT: Full reinvestment of your dividends is possible because
your account will be credited with both whole and fractional shares. As part of
the Plan, Bank of America pays dividends on both whole shares and fractional
shares.
> SAFEKEEPING OF CERTIFICATES: You can deposit your Bank of America stock
certificates with Bank of America Shareholder Services for safekeeping at no
cost to you.
> GIFTS OR TRANSFERS OF SHARES: You can give or transfer your Bank of America
shares to others through the Plan at no charge.
> SELL SHARES CONVENIENTLY: If you choose to sell any of the Bank of America
shares held in your Plan account, you will pay fees lower than those typically
charged by stockbrokers.
> TRACKING YOUR INVESTMENT: You will receive a statement or a notification after
each transaction. Statements provide the details of the transaction and show the
share balance in your Plan account. You may also view details regarding your
Plan account at https://vault.chasemellon.com/isd on the Internet.
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Administrator of the Plan
Bank of America has appointed The Chase Manhattan Bank to administer the
Plan and act as Agent for the participants. The Chase Manhattan Bank has
designated its affiliates, ChaseMellon Shareholder Services, L.L.C. and
ChaseMellon Financial Services, L.L.C., and other agents to perform certain
services for the Plan. These companies will purchase and hold shares of stock
for Plan participants, keep records, send statements and perform other duties
required by the Plan. Bank of America reserves the right to replace the
Administrator at any time.
The Administrator may be contacted at Bank of America Shareholder Services
as detailed below.
Inquiries: Bank of America Shareholder Services
For information about the Bank of America SharesDirect Plan:
Bank of America Shareholder Services: 1-800-642-9855
Internet: www.chasemellon.com
Written requests and notices should be mailed as follows:
Send correspondence and all requests except Optional Cash Investments to:
Bank of America Shareholder Services
P. O. Box 3338
South Hackensack, NJ 07606-1938
Please include your daytime telephone number.
Send Optional Cash Investments to:
Bank of America Shareholder Services
Optional Cash Investments
P. O. Box 382009
Pittsburgh, PA 15250-8009
Make check or money order payable to Bank of America Corporation in U.S.
dollars. Please use transaction stub at bottom of statement.
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Enrollment
You are eligible to participate in the Plan if you meet the requirements
outlined below. If you live outside the U.S., you should first determine if
there are any governmental regulations that would prohibit your participation in
the Plan.
> If you do not currently own any Bank of America stock, you can join the
Plan by making an initial investment of at least $1,000, but not more than
$120,000. (See "Optional Cash Investments" on page 5 for investment
limitations.) You can get started in the Plan by returning a completed
Enrollment Form to Bank of America Shareholder Services along with your check or
money order payable to Bank of America Corporation. A $10 transaction fee will
be deducted from your initial investment. The Administrator will arrange for the
purchase of shares for your account, but will not pay interest on amounts held
pending investment. Please allow two weeks for your account to be established,
initial shares to be purchased and a statement to be mailed to you. (See
"Purchase of Shares" on page 6.)
> If you already own Bank of America stock and the shares are registered in
your name, you may join the Plan by returning a completed Enrollment Form to
Bank of America Shareholder Services. Registered shareholders will not be
charged an initial transaction fee.
> If your shares are held in a brokerage, bank or other intermediary
account, and you wish to participate directly in the Plan, you should direct
your broker, bank, or trustee to register some or all of your Bank of America
shares directly in your name. You can then enroll in the Plan by returning a
completed Enrollment Form to Bank of America Shareholder Services.
Alternatively, you may make arrangements with your broker, bank or trustee to
participate in the Plan on your behalf. Registered shareholders will not be
charged an initial transaction fee.
Investment Options
Once enrolled in the Plan, you have the following choices:
> OPTIONAL DIVIDEND REINVESTMENT: You can choose to reinvest all, a portion
or none of the regular cash dividends paid on your shares registered with the
Plan to purchase additional shares of Bank of America stock. You can change your
dividend reinvestment
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election at any time by notifying Bank of America Shareholder Services. For a
particular dividend to be reinvested, your notification must be received five
days prior to the record date for that dividend. (The record date is normally 21
days prior to the payment date.)
If you elect to reinvest your dividends, you must choose one of the
following when completing the Dividend Reinvestment section of the Enrollment
Form:
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Full Dividend Reinvestment
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Purchase additional shares by reinvesting all of your cash dividends.
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Partial Dividend Reinvestment
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If you choose to reinvest less than all of your dividends, you must select
one of the following options:
OPTION 1. Receive a cash dividend payment based on the number of full shares
you specify. Reinvest the dividends on all remaining shares. This option allows
you to receive a fixed amount of cash each quarter (assuming the dividend per
share stays the same); or
OPTION 2. Reinvest dividends based on the number of full shares you specify.
Receive a cash dividend payment on all remaining shares. This option allows you
to receive an increasing amount of cash each quarter (again, assuming the
dividend per share stays the same).
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Deposit Cash Dividends Electronically: If you choose partial
dividend reinvestment, you can have all of your remaining cash dividends
deposited directly into your bank account instead of receiving a check by mail
-- just complete the appropriate sections of the Enrollment Form or notify Bank
of America Shareholder Services. Direct Deposit Authorization Forms will be
acted upon as soon as possible after they are received. You can change your
designated bank account for direct deposit or discontinue this feature by
notifying Bank of America Shareholder Services at least 14 days prior to a
dividend record date.
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> OPTIONAL CASH INVESTMENTS: You can purchase additional shares of Bank of
America stock by using the Plan's optional cash investment feature. You must
invest at least $50 at any one
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time and cannot invest more than $120,000 in a calendar year. Interest will not
be paid on amounts held pending investment.
By Automatic Withdrawal from your Bank Account: If you wish to make regular
monthly optional cash investments, you can authorize an automatic monthly
withdrawal from your bank account. This feature enables you to make ongoing
investments without writing a check. Funds will be deducted from your account on
the 15th day of each month. If this date falls on a bank holiday or weekend,
funds will be deducted on the next business day. Please allow four to six weeks
for the first automatic monthly withdrawal to be initiated. You must notify Bank
of America Shareholder Services in writing to change or terminate automatic
withdrawal.
By Check or Money Order: You may make optional cash investments by sending
a check or money order payable to Bank of America Corporation. Do not send cash.
Please mail the completed transaction stub located on the bottom of your
statement along with your investment to the address specified on the statement.
Your pending investment can be viewed at https://vault.chasemellon.com/isd on
the Internet.
Purchase of Shares
> Purchase Intervals: The Administrator will make arrangements to use
initial and optional cash investments to purchase Bank of America shares as
promptly as practical, but at least once each week. The Administrator will use
reinvested dividends to purchase shares on a quarterly basis. Purchases may be
made over a number of days to meet the requirements of the Plan.
> Source and Pricing of Shares: Shares needed to meet the requirements of
the Plan will either be purchased in the open market or issued directly by Bank
of America from authorized but unissued shares.
If the shares are purchased in the open market, your price per share will
be the weighted average price of shares purchased during the relevant period to
satisfy Plan requirements. Trading fees incurred by the Plan for purchases will
be paid by Bank of America and will be reported to you as taxable income. All
fractional shares are calculated to four decimals and are credited to your
account.
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If the shares are purchased from Bank of America, your price per share will
be the average of the daily high and low sale prices quoted on the New York
Stock Exchange (NYSE) Composite Transactions listing for the day the shares are
purchased. All fractional shares are calculated to four decimals and are
credited to your account.
> Timing and control: Because the Administrator will arrange for the
purchase of shares on behalf of the Plan, neither Bank of America nor any
participant in the Plan has the authority or power to control either the timing
or pricing of shares purchased or the selection of the broker making the
purchases. Therefore, you will not be able to precisely time your purchases
through the Plan and will bear the market risk associated with fluctuations in
the price of Bank of America stock. That is, if you send in an initial or
optional cash investment, it is possible that the market price of Bank of
America stock could go up or down before the broker purchases stock with your
funds. In addition, you will not earn interest on initial or optional cash
investments for the period before the shares are purchased.
Sale of Shares
You can sell any number of shares held in your Plan account or book entry
form by notifying Bank of America Shareholder Services. (See "Inquiries: Bank of
America Shareholder Services" on page 3.) The Administrator will make
arrangements to sell Bank of America stock as promptly as practical. Requests
for sales of Plan shares are generally processed daily. If a request to sell
Plan shares is received before Noon [New York time], the sale request is
generally processed that afternoon. Sale requests received after Noon [New York
time] are generally processed the next business day.
Requests for the sale of all shares in your Plan account that are received
between the dividend record and payable dates are processed in the regular
course of business. A separate check representing the dividend paid on the
shares that were sold is issued on the day prior to the payable date.
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The sale price will be the weighted average price of all shares sold for
Plan participants during the relevant period, as volume dictates. You will
receive the proceeds of the sale less (1) a $15 sales transaction fee, (2) the
trading fee of $0.08 per share charged in connection with the sale, and (3) any
required tax withholdings. (See "Plan Service Fees" on page 11.)
You can choose to sell your shares through a stockbroker of your choice, in
which case you should request a certificate for your shares from Bank of America
Shareholder Services. (See "Issuance of Certificates" on page 10.)
Please note that if your total holdings fall below one share, the
Administrator will liquidate the fractional share, remit the proceeds to you
less any applicable fees, and close your Plan account.
> Timing and control: Because the Administrator will sell the shares on
behalf of the Plan, neither Bank of America nor any participant in the Plan has
the authority or power to control the timing or pricing of shares sold or the
selection of the broker making the sales. Therefore, you will not be able to
precisely time your sales through the Plan and will bear the market risk
associated with fluctuations in the price of Bank of America stock. That is, if
you send in a request to sell shares, it is possible that the market price of
Bank of America stock could go down or up before the broker sells your shares.
In addition, you will not earn interest on the proceeds of a sales transaction.
Safekeeping of Your Stock Certificates
Shares of Bank of America stock that you buy under the Plan will be
maintained in your Plan account for safekeeping. You will receive a periodic
statement detailing the status of your holdings. (See "Tracking Your
Investments" on page 11.)
Bank of America shareholders may use the Plan's "safekeeping" service to
deposit their Bank of America stock certificates at no cost. Because Bank of
America and the Administrator are responsible for the safekeeping of Bank of
America stock certificates deposited with the Plan, you no longer bear the risk
and cost associated with the loss, theft, or destruction of stock certificates
so deposited. With safekeeping, you have the option of receiving cash
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dividends, reinvesting your dividends or taking advantage of the sale of shares
feature of the Plan.
To use the safekeeping service, send your certificates to Bank of America
Shareholder Services by registered mail with written instructions to deposit
them in safekeeping. Do not endorse the certificates or complete the assignment
section.
You may have a certificate(s) issued by writing Bank of America Shareholder
Services (See "Inquiries: Bank of America Shareholder Services" on page 3), by
calling Bank of America Shareholder Services at (800) 642-9855 or at
https://vault. chasemellon.com/isd on the Internet. (See "Issuance of
Certificates" on page 10.)
Gifts or Transfers of Shares
You can give or transfer Bank of America shares to anyone you choose by:
> Making an initial $1,000 cash investment to establish an account in the
recipient's name; or
> Submitting an optional cash investment on behalf of an existing
shareholder in the Plan in an amount not less than $50 nor more than $120,000;
or
> Transferring shares from your Plan account to the recipient.
You must transfer a whole number of shares unless you transfer your entire
account. You may transfer shares to new or existing shareholders. In order to
transfer the ownership of all or part of the whole shares of Bank of America
stock held in your Plan account, you must mail Bank of America Shareholder
Services instructions along with a properly signed stock power. The stock power
form can be obtained from Bank of America Shareholder Services, a bank or a
stockbroker. You must have your signature guaranteed by a financial institution
participating in the Medallion Guarantee program. The Medallion Guarantee
program ensures that the individual signing the certificate is in fact the
registered owner as it appears on the stock certificate or stock power. Bank of
America Shareholder Services will automatically place such new accounts in full
dividend reinvestment status. The recipients of gifts or transfers, at their
discretion, may then elect another option.
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Bank of America Shareholder Services will send recipients of gifts or transfers
a notice of such transfer.
Requests for the transfer of all whole and fractional shares that are
received between the dividend record and payable dates are processed in the
regular course of business. A check representing the dividend paid on the shares
that were transferred is issued on the day prior to the payable date.
Issuance of Certificates
You can withdraw all or some of the shares from your Plan account by
notifying Bank of America Shareholder Services (See "Inquiries: Bank of America
Shareholder Services" on page 3) or by requesting the issuance at
https://vault.chasemellon.com/isd on the Internet.
Certificates will be issued for whole shares only. In the event your
request involves a fractional share, a check for the value of the fractional
share (less any applicable fees and taxes) will be mailed to you. Please allow
seven to ten days to process your request.
Requests for the issuance of all whole shares and cash for any fractional
share in your Plan account that are received between the dividend record and
payable dates are processed in the regular course of business. A separate check
representing the dividend paid on the whole and fractional shares that were
withdrawn is issued on the day prior to the payable date.
Certificates will be issued in the name(s) in which the account is
registered, unless otherwise instructed. In addition, checks will be made
payable to the name(s) in which the account is registered, unless otherwise
instructed. If the certificate is issued in a name other than your Plan account
registration, the signature on the instructions or stock power must be
guaranteed by a financial institution participating in the Medallion Guarantee
program, as described on page 9.
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Plan Service Fees
Initial Transaction Fee for new investors ..............$10.00 per new account
Optional Reinvestment of Dividends. .................................No Charge
Optional Cash Investments via check
or automatic investment. ............................................No Charge
Sale of Shares (partial or full)
Transaction Fee ..................................$15.00 per sale transaction
Trading Fee ..............................$0.08 per share or fractional share
Gift or Transfer of Shares. .........................................No Charge
Safekeeping of Stock Certificates ...................................No Charge
Certificate Issuance. ...............................................No Charge
Returned checks ..............................................$50.00 per check
Duplicate Statements
Current year. ......................................................No Charge
Prior year(s) ........................$10.00 flat fee per request per account
The Administrator will deduct the applicable fees from either the initial
investment or proceeds from a sale. All fees set forth above are subject to
change following appropriate notice to Plan participants.
Tracking Your Investments
If you participate in dividend reinvestment, Bank of America Shareholder
Services will mail you a quarterly statement showing all transactions (shares,
amounts invested, purchase prices) for your account including year-to-date and
other account information. Supplemental statements or notices will be sent when
you make an initial or optional cash investment or a deposit, transfer or
withdrawal of shares. You may also view your Plan account and order duplicate
statements through Investor ServiceDirectSM at https://vault.chasemellon.com/isd
on the Internet.
If you do not participate in dividend reinvestment, Bank of America
Shareholder Services will mail you a statement or notice confirming any
transactions you make.
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If you continue to be enrolled in the Plan, but have no transactions, your
holdings will be reflected on your divididend notice.
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Please retain your statements to establish the cost basis of shares purchased
under the Plan for income tax and other purposes. You should notify Bank of
America Shareholder Services promptly of any change in address because all
notices, statements and reports will be mailed to your address of record.
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U.S. Federal Income Tax Information
Cash dividends reinvested under the Plan will be taxable as having been
received by you even though you have not actually received them in cash. You
will receive an annual statement from the Administrator indicating the amount of
reinvested dividends reported to the U.S. Internal Revenue Service as dividend
income. The statement will also reflect as income any trading fees paid by Bank
of America on your behalf for purchases of shares.
You will not realize gain or loss for U.S. Federal income tax
purposes upon the transfer of shares to the Plan, the transfer of shares to
another recipient by gift or otherwise under the Plan, or upon the withdrawal of
whole shares from the Plan. You will, however, generally realize gain or loss
upon the sale of shares (including the receipt of cash for fractional shares)
held in the Plan. Similarly, any recipient of a gift or transfer of shares under
the Plan will generally realize gain or loss upon the sale of any of the shares
so transferred.
In the case of Plan participants whose dividends are subject to U.S.
Federal income tax withholding, or backup withholding, dividends will be
invested net of the amount of tax to be withheld.
The above summary is not a comprehensive summary of all of the tax
considerations that may be relevant to a participant in the Plan. Therefore, you
are urged to consult your tax advisors regarding the consequences of
participation in the Plan.
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You should rely only on the information incorporated by reference or provided in
this Prospectus or in any prospectus supplement. Bank of America has authorized
no one to provide you with different information. Bank of America is not making
an offer to sell stock in any state or country where the offer is not permitted.
You should not assume that the information in this Prospectus or the prospectus
supplement is accurate as of any date other than the date of the document.
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Responsibility of Administrator and Bank of America
Neither Bank of America nor the Administrator will be liable for any act
they do in good faith or for any good faith omission to act. This includes,
without limitation, any claims of liability for:
> failure to terminate your account upon your death prior to receiving
written notice of such death; or
> purchases or sales prices reflected in your Plan account or the dates of
purchases or sales of your Plan shares; or
> any fluctuation in the market value after purchase or sale of shares.
The payment of dividends is at the discretion of the Bank of America Board
of Directors and will depend upon future earnings, the financial condition of
Bank of America and other factors. The Board may change the amount and timing of
dividends at any time without notice.
Neither Bank of America nor the Administrator can assure you a profit or
protect you against a loss on the shares you purchase under the Plan.
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MISCELLANEOUS
Stock Splits, Stock Dividends and Other Distributions
In the event dividends are paid in Bank of America stock, or if Bank of
America stock is distributed in connection with any stock split or similar
transaction, each account will be adjusted to reflect the receipt of the stock
so paid or distributed.
Voting of Proxies
Bank of America will mail you proxy materials including a proxy card
representing both the shares for which you hold certificates and the shares,
full and fractional, in your Plan account. The proxy will be voted as indicated
by you. If you do not return the proxy card or if you return it unsigned, none
of your shares will be voted. You may wish to consent to view the proxy
materials at https://vault.chasemellon.com/isd on the Internet .
Plan Modification or Termination
Bank of America reserves the right to suspend, modify or terminate the Plan
at any time. You will receive notice of any such suspension, modification or
termination. Bank of America and the Administrator also reserve the right to
change any administrative procedures of the Plan.
Change of Eligibility; Termination
Bank of America reserves the right to deny, suspend or terminate
participation by a shareholder who is using the Plan for purposes inconsistent
with the intended purpose of the Plan. In such event, Bank of America
Shareholder Services will notify you in writing and will continue to safekeep
your shares but will no longer accept optional cash investments or reinvest your
dividends. Bank of America Shareholder Services will issue a certificate to you
upon written request.
Foreign Participation
If you live outside of the U.S., you should first determine if there are
any laws or governmental regulations that would prohibit your participation in
the Plan. Bank of America reserves the right to terminate participation of any
shareholder if it deems it advisable under any foreign laws or regulations.
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Available Information/Incorporation of Documents by Reference
Bank of America files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
Bank of America is the successor to BankAmerica Corporation and NationsBank
Corporation, which complied with the same SEC filing requirements. You may read
and copy any reports, statements or other information Bank of America files (or
BankAmerica or NationsBank previously filed) at the SEC's public reference rooms
in Washington, D.C., New York, New York, and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Bank of America (and BankAmerica and NationsBank) SEC filings are also available
to the public from commercial document retrieval services and at the website
maintained by the SEC at http://www.sec.gov on the Internet.
The SEC allows Bank of America to "incorporate by reference" the
information it files with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this Prospectus, and later
information filed with the SEC will update and supersede this information. The
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the Plan
is terminated comprise the incorporated documents:
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(a) Bank of America Annual Report on Form 10-K for the year ended December 31,
1999; (b) Bank of America Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000; (c) Bank of America Current Reports on Form
8-K as of January 20, 2000, February 10, 2000, April 19, 2000, May 31, 2000,
June 8, 2000, July 21, 2000, July 31, 2000, September 22, 2000 and October 20,
2000. (d) The description of the Bank of America Common Stock contained in the
Current Report on Form 8-K filed September 28, 1998 by BankAmerica (as the
predecessor to Bank of America).
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Upon request Bank of America will provide, without charge, a copy of any or all
of the documents incorporated by reference
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in this document (other than exhibits to such documents, unless the exhibits are
specifically incorporated by reference in such documents). Your requests for
copies should be directed to Bank of America Corporation, Corporate Center,
Corporate Treasury Division, Charlotte, North Carolina 28255 (Telephone: (888)
279-3457).
Legal Matters
Mr. Paul J. Polking, Executive Vice President and General Counsel of Bank
of America Corporation, has given his opinion regarding the validity of the Bank
of America stock covered by this Prospectus. Mr. Polking owns common stock and
is eligible to participate in the Plan.
Independent Accountants
The financial statements of Bank of America Corporation are incorporated in
this Prospectus by reference to its Annual Report on Form 10-K for the year
ended December 31, 1999, in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants. PricewaterhouseCoopers LLP gave this report on its
authority as experts in auditing and accounting.
Factors That May Affect Future Results
Please keep in mind that the information delivered to you with this
Prospectus, as well as the annual, quarterly and special reports and other
information filed by Bank of America with the Securities and Exchange
Commission, contain forward-looking statements which involve various
uncertainties. These uncertainties could cause actual Bank of America results to
be materially different from the forward-looking statements. When reading any of
these documents, you should consider all of the risks and uncertainties that are
discussed, and you should not rely solely on forward-looking statements made by
Bank of America.
Factors that could cause actual results to be materially different from
forward-looking statements include: (1) interest rate, market and monetary
fluctuations, (2) monetary and fiscal policies and laws, (3) inflation, (4)
general economic conditions, (5) competition and economic conditions in Bank of
America regions and industries, (6) new products, (7) mergers and acquisitions,
and (8) the ability of Bank of America to manage these and other risks.
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