As Filed with the Securities and Exchange Commission on May 31, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 23, 2000
BANK OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
1-6523
(Commission File Number)
56-0906609
(IRS Employer Identification No.)
100 North Tryon Street
Charlotte, North Carolina
(Address of principal executive offices)
28255
(Zip Code)
(704) 386-5000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On May 23, 2000, a Committee appointed by the Board of
Directors of the Registrant (the "Committee") approved an
increase of $900,000,000 in the outstanding principal amount of
the Registrant's 7.80% Subordinated Notes, due 2010 (the
"Subordinated Notes"), and the public offering of $900,000,000
of those Notes evidencing that increase to various underwriters
(the "Subordinated Underwriters"). The form and terms of the
Subordinated Notes are the same as those contained the
Registrant's Form 8-K filed on February 14, 2000. Following the
transaction, the total outstanding principal amount of the series
of Subordinated Notes will have increased from $1,000,000,000
(issued February 14, 2000) to $1,900,000,000. The resolutions of
the Committee with respect to the Subordinated Notes are included
as Exhibit 99.1.
On May 23, 2000, the Registrant entered into an underwriting
agreement with the various Subordinated Underwriters (the
"Subordinated Underwriting Agreement") for $900,000,000 of the
Subordinated Notes. The Subordinated Underwriting Agreement is
included as Exhibit 1.1.
The terms of the offering and the Subordinated Notes are
described in the Registrant's Prospectuses dated May 21, 1998 and
August 5, 1999 constituting a part of the Registrant's
Registration Statements on Form S-3, Registration Nos. 333-51367
and 333-83503, each as amended, with respect to $10,000,000,000
aggregate principal amount and $15,000,000,000 aggregate
principal amount, respectively, of the Registrant's unsecured
debt securities (either senior or subordinated), warrants, units
and shares of its preferred stock, including depositary shares,
and shares of its common stock, as supplemented by a final Global
Prospectus Supplement dated May 23, 2000.
On May 23, 2000, the Committee also approved the public
offering of an aggregate principal amount of $1,000,000,000 of
the Registrant's 7 7/8% Senior Notes, due 2005 (the "Senior
Notes") to various underwriters (the "Senior Underwriters")
and otherwise established the terms and conditions of the Senior
Notes and the sale thereof. The resolutions of the Committee
with respect to the Senior Notes are included as Exhibit 99.2.
The Registrant entered into an underwriting agreement on May
23, 2000 with the various Senior Underwriters (the "Senior
Underwriting Agreement") for $1,000,000,000 of the Senior Notes.
The Senior Underwriting Agreement is included as Exhibit 1.2
hereto.
The terms of the offering and the Senior Notes are described
in the Registrant's Prospectus dated August 5, 1999 constituting
a part of the Registration Statement No. 333-83503, as
supplemented by a final Global Prospectus Supplement dated May
23, 2000 for the Notes.
The Subordinated Notes and the Senior Notes were issued on a
delayed basis pursuant to Rule 415 of the Securities Act of 1933,
as amended.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Subordinated Underwriting Agreement dated May 23, 2000
with respect to the offering of the 7.80%
Subordinated Notes, due 2010
1.2 Senior Underwriting Agreement dated May 23, 2000
with respect to the offering of the 7 7/8%
Senior Notes, due 2005
4.1 Form of 7 7/8% Senior Notes, due 2005
4.2 Form of 7.80% Subordinated Note, due 2010, incorporated
herein by reference as Exhibit 4.1 of the Registrant's
Current Report on Form 8-K filed February 14, 2000
5.1 Form of Opinion of Smith Helms Mulliss & Moore,
L.L.P. regarding legality of the 7.80%
Subordinated Notes, due 2010
5.2 Form of Opinion of Smith Helms Mulliss & Moore,
L.L.P. regarding legality of the 7 7/8% Senior
Notes, due 2005
99.1 Resolutions dated May 23, 2000 of a Committee of
the Board of Directors with respect to the terms
of the offering of the 7.80% Subordinated Notes,
due 2010
99.2 Resolutions dated May 23, 2000 of a Committee of
the Board of Directors with respect to the terms
of the offering of the 7 7/8% Senior Notes, due
2005
99.3 News Release disseminated on May 23, 2000
regarding the sale of the 7.80% Subordinated
Notes, due 2010 and the sale of the 7 7/8% Senior
Notes, due 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
BANK OF AMERICA CORPORATION
By: /s/ CHARLES M. BERGER
CHARLES M. BERGER
Deputy General Counsel
Dated: May 31, 2000
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Subordinated Underwriting Agreement dated May 23, 2000
with respect to the offering of the 7.80%
Subordinated Notes, due 2010
1.2 Senior Underwriting Agreement dated May 23, 2000
with respect to the offering of the 7 7/8%
Senior Notes, due 2005
4.1 Form of 7 7/8% Senior Notes, due 2005
4.2 Form of 7.80% Subordinated Notes, due 2010, incorporated
herein by reference as Exhibit 4.1 of the Registrant's
Current Report on Form 8-K filed February 14, 2000
5.1 Form of Opinion of Smith Helms Mulliss & Moore,
L.L.P. regarding legality of the 7.80%
Subordinated Notes, due 2010
5.2 Form of Opinion of Smith Helms Mulliss & Moore,
L.L.P. regarding legality of the 7 7/8% Senior
Notes, due 2005
99.1 Resolutions dated May 23, 2000 of a Committee of
the Board of Directors with respect to the terms
of the offering of the 7.80% Subordinated Notes,
due 2010
99.2 Resolutions dated May 23, 2000 of a Committee of
the Board of Directors with respect to the terms
of the offering of the 7 7/8% Senior Notes, due
2005
99.3 News Release disseminated on May 23, 2000
regarding the sale of the 7.80% Subordinated
Notes, due 2010 and the sale of the 7 7/8% Senior
Notes, due 2005
