<PAGE>
[LOGO OF BANK OF AMERICA]
$900,000,000
7.80% Subordinated Notes, due 2010
This global prospectus supplement and the attached prospectus describe the
$900,000,000 Bank of America Corporation 7.80% Subordinated Notes, due 2010.
These notes bear the same terms and make up a single series with our subordi-
nated notes issued February 14, 2000. As a result, the outstanding principal
amount of the series of notes is $1,900,000,000.
The notes are unsecured and rank junior to our senior indebtedness and equally
with our other subordinated indebtedness. The notes are in denominations of
$1,000.
We have applied to list these notes on the Luxembourg Stock Exchange in
accordance with the rules of the Luxembourg Stock Exchange. We do not intend
to list the notes on any other securities exchange.
- -------------------------------------------------------------------------------
The notes are not savings accounts, deposits or other obligations of a bank.
The notes are not guaranteed by any bank and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency.
Neither the Securities and Exchange Commission, any state securities commis-
sion nor the Commissioner of Insurance of the State of North Carolina has ap-
proved or disapproved of these notes or passed upon the accuracy or adequacy
of this global prospectus supplement or the attached prospectus. Any represen-
tation to the contrary is a criminal offense.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Per Note Total
--------- -----
<S> <C> <C>
Public Offering Price............................ 96.408802% $867,679,218
Underwriting Discount............................ 0.500% 4,500,000
--------- ------------
Proceeds (Before Expenses)...................... 95.908802% $863,179,218
</TABLE>
We will deliver the notes in book-entry only form through The Depository Trust
Company, Clearstream Banking, societe anonyme (successor to Cedelbank), and
Morgan Guaranty Trust Company of New York, Brussels office, as operator of the
Euroclear System, on or about May 30, 2000, against payment in immediately
available funds. Purchasers will pay accrued interest from February 14, 2000
to the date of delivery. If the date of delivery is May 30, 2000, total
accrued interest will be $20,670,000.
Banc of America Securities LLC
Bear, Stearns & Co. Inc.
Chase Securities Inc.
Goldman Sachs & Co.
Lehman Brothers
Merrill Lynch & Co.
Morgan Stanley Dean Witter
Salomon Smith Barney
Blaylock & Partners, L.P.
Guzman & Company
Ormes Capital Markets, Inc.
The Williams Capital Group, L.P.
---------------
Global Prospectus Supplement to Prospectus dated May 21, 1998 and August 5,
1999 May 23, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Global Prospectus Supplement ----
<S> <C>
About this Global Prospectus Supplement..................................... S-3
Description of the Notes.................................................... S-3
General.................................................................... S-3
Payment of Additional Amounts.............................................. S-4
Redemption for Tax Reasons................................................. S-5
Bank of America Corporation................................................. S-5
General.................................................................... S-5
Business Segment Operations................................................ S-6
Acquisitions and Sales..................................................... S-7
Additional Notes............................................................ S-8
Capitalization.............................................................. S-9
Ratios of Earnings to Fixed Charges......................................... S-9
Selected Financial Data..................................................... S-10
Registration and Settlement................................................. S-11
Same Day Settlement and Payment............................................ S-11
Book-Entry System.......................................................... S-11
Notices.................................................................... S-11
Paying Agent, Security Registrar and Transfer Agent........................ S-11
Payment of Principal and Interest.......................................... S-12
Certain United States Federal Income Tax Considerations..................... S-12
United States Persons...................................................... S-12
Original Issue Discount.................................................... S-12
Non-United States Persons.................................................. S-13
Backup Withholding and Information Reporting............................... S-14
Underwriting................................................................ S-15
Listing of the Notes and General Information................................ S-17
Listing.................................................................... S-17
Independent Accountants.................................................... S-17
Authorization.............................................................. S-17
Material Changes........................................................... S-17
Governing Law.............................................................. S-17
Clearing Systems........................................................... S-17
</TABLE>
<TABLE>
<CAPTION>
Page
Prospectus ----
<S> <C>
About this Prospectus.................................................... 2
Bank of America Corporation.............................................. 3
General................................................................. 3
Business Segment Operations............................................. 3
Acquisitions and Sales.................................................. 4
Use of Proceeds.......................................................... 4
Ratios of Earnings to Fixed Charges and Ratios of Earnings to Fixed
Charges and Preferred Stock Dividends................................... 5
Regulatory Matters....................................................... 6
General................................................................. 6
Interstate Banking...................................................... 6
Capital and Operational Requirements.................................... 6
</TABLE>
<TABLE>
<S> <C>
Dividends.................................................................. 8
Source of Strength......................................................... 8
Changes in Regulations..................................................... 8
Plan of Distribution........................................................ 8
Description of Debt Securities.............................................. 10
General.................................................................... 10
Reopenings................................................................. 12
Conversion................................................................. 12
Exchange, Registration and Transfer........................................ 12
Payment and Paying Agents.................................................. 12
Subordination.............................................................. 13
Sale or Issuance of Capital Stock of Banks................................. 13
Waiver of Covenants........................................................ 14
Modification of the Indentures............................................. 14
Meetings and Action by Securityholders..................................... 14
Defaults and Rights of Acceleration........................................ 14
Collection of Indebtedness................................................. 15
Notices.................................................................... 15
Concerning the Trustees.................................................... 15
Warrants.................................................................... 16
Description of Debt Warrants............................................... 16
Description of Universal Warrants.......................................... 16
Modification............................................................... 17
Enforceability of Rights of Warrantholders; Governing Law.................. 17
Unsecured Obligations...................................................... 17
Description of Units........................................................ 18
Description of Preferred Stock.............................................. 18
General.................................................................... 18
The Preferred Stock........................................................ 18
ESOP Preferred Stock....................................................... 19
Series B Preferred Stock................................................... 21
Series BB Preferred Stock.................................................. 21
Description of Depositary Shares............................................ 22
General.................................................................... 22
Dividends and Other Distributions.......................................... 23
Redemption of Depositary Shares............................................ 23
Voting the Preferred Stock................................................. 23
Amendment and Termination of the Deposit Agreement......................... 24
Changes of Depositary...................................................... 24
Miscellaneous.............................................................. 24
Resignation and Removal of Depositary...................................... 24
Description of Common Stock................................................. 24
General.................................................................... 24
Voting and Other Rights.................................................... 25
Dividends.................................................................. 25
Registration and Settlement................................................. 25
The Depository Trust Company............................................... 25
Cedelbank and Euroclear.................................................... 27
Where You Can Find More Information......................................... 30
Forward-looking Statements.................................................. 31
Legal Opinions.............................................................. 31
Experts..................................................................... 31
</TABLE>
S-2
<PAGE>
ABOUT THIS GLOBAL PROSPECTUS SUPPLEMENT
This global prospectus supplement describes the specific terms of the notes
and supplements the description of the Debt Securities included in the at-
tached prospectus. In making your evaluation of the notes, you should rely
only on the information included or incorporated by reference in this global
prospectus supplement and the attached prospectus. We have not authorized any
other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. If in-
formation in this global prospectus supplement is inconsistent with the at-
tached prospectus, this global prospectus supplement supersedes the informa-
tion in the attached prospectus.
This global prospectus supplement and the attached prospectus do not con-
stitute an offer to sell or the solicitation of an offer to buy the notes in
any jurisdiction in which such offer or solicitation is unlawful.
Capitalized terms used, but not defined in this global prospectus supple-
ment, are defined in the attached prospectus.
The notes are unsecured debt securities which have been registered on Form
S-3 with the Securities and Exchange Commission as follows: (i) $550,000,000
under Registration No. 333-51367, which represents all remaining unissued or
unallocated securities covered by the registration statement and (ii)
$350,000,000 under Registration No. 333-83503. With respect to Notes covered
by Registration No. 333-51367, the accompanying prospectus dated August 5,
1999, is being delivered in lieu of the prospectus dated May 21, 1998, pursu-
ant to Rule 429 under the Securities Act of 1933.
DESCRIPTION OF THE NOTES
General
You should read the following description of the 7.80% Subordinated Notes,
due 2010 along with the "Description of Debt Securities" in the attached pro-
spectus.
The notes bear interest from February 14, 2000 at an annual rate of 7.80%.
The notes are our direct unsecured obligations and are subordinated in right
of payment to all our senior indebtedness.
We will issue $900,000,000 of the notes as Subordinated Debt Securities un-
der the Subordinated Indenture. The notes bear the same terms as the
$1,000,000,000 Bank of America Corporation 7.80% Subordinated Notes, due 2010
issued February 14, 2000 and together with those notes make up a single series
of notes. As a result, the outstanding principal amount of the series denomi-
nated as the Bank of America Corporation 7.80% Subordinated Notes, due 2010 is
$1,900,000,000. This description includes both those notes issued on February
14, 2000 and the notes sold on May 23, 2000 as a single series.
The Subordinated Indenture allows us to "reopen" or later increase the
amount of this series of notes without notice by selling additional notes with
the same terms. Those additional notes will be treated, for all purposes, like
the notes that we are describing in this global prospectus supplement, except
that any new notes may begin to bear interest at a different date.
Interest will be payable semiannually in arrears on the interest payment
dates shown below. Those payments will be made to holders of the notes on the
designated record date for each interest payment date.
<TABLE>
<CAPTION>
Interest
Payment
Date Record Date
-------- -------------------
<S> <C>
February 15 Previous January 31
August 15 Previous July 31
</TABLE>
If the maturity date or an interest payment date for the notes falls on a
day that is not a Business Day, that payment will be made on the next Business
Day as if it were the date that payment was due and no interest will accrue
from and after the original payment date. The term "Business Day" means any
weekday that is not a legal holiday in New York, New York, Charlotte, North
Carolina or Luxembourg and is not a day on which banking institutions in those
cities are authorized or required by law or regulation to be closed. Initial-
ly, we will make principal and interest payments at the office of The Bank of
New York, 101 Barclay Street, 21 West, New York, New York 10286, who is trust-
ee, authenticating and paying agent, registrar and transfer agent for the
notes.
S-3
<PAGE>
The notes mature on February 15, 2010 and normally are not redeemable prior
to maturity. The notes are not subject to any sinking fund. Neither the Senior
Indenture nor the Subordinated Indenture limits the amount of subordinated in-
debtedness or other obligations which we may issue.
Payment of Additional Amounts
In this global prospectus supplement, the term "United States person" means
a citizen or resident of the United States, a corporation or a partnership (or
other entity treated as a corporation or partnership for federal income tax
purposes, including certain limited liability companies) created or organized
under the laws of the United States, an estate the income of which is subject
to United States federal income tax regardless of its source, or a trust for
which one or more United States persons have the authority to control all sub-
stantial decisions and for which a court of the United States can exercise pri-
mary supervision over the trust's administration. A special rule may apply un-
der which a trust, which was in existence on August 20, 1996 and was treated as
a United States person on that date, may elect to continue to be treated as a
United States person even though it is not the type of United States trust re-
ferred to in the preceding sentence. The term "Non-United States person" means
any holder of the notes other than a "United States person."
Subject to the exceptions and limitations set forth below, we will pay as
additional interest on the notes those additional amounts as may be necessary
in order that our net payment to holders who are Non-United States persons, af-
ter deduction for any present or future tax, assessment or governmental charge
imposed by United States income tax withholding requirements with respect to
the payment, will not be less than the amount provided for in the notes. Our
obligation to pay additional amounts does not apply to:
(1) any tax, assessment or other governmental charge which would not
have been so imposed but for:
(a)the existence of any present or former connection between the
holder (or between a fiduciary, settlor, beneficiary, member or stock-
holder of, or a person holding a power over, the holder, if the holder is
an estate, trust, partnership or corporation) and the United States, in-
cluding, without limitation, the holder (or such fiduciary, settlor, ben-
eficiary, member, stockholder or person holding a power) being or having
been a citizen or resident or treated as a resident thereof or being or
having been engaged in a trade or business therein or being or having
been present therein or having or having had a permanent establishment
therein;
(b)the holder's present or former status as a personal holding compa-
ny, foreign personal holding company, passive foreign investment company,
private foundation or other tax-exempt entity or controlled foreign cor-
poration for United States tax purposes or a corporation which accumu-
lates earnings to avoid United States federal income tax; or
(c)the holder's status as a bank extending credit pursuant to a loan
agreement entered into in the ordinary course of business;
(2) any tax, assessment or governmental charge that would not have been
imposed or withheld but for the failure of the holder to comply with certi-
fication, identification or information reporting requirements under United
States income tax laws, without regard to any tax treaty, with respect to
the payment, concerning the nationality, residence, identity or connection
with the United States of the holder or a beneficial owner of the notes, if
such compliance is required by United States income tax laws, without re-
gard to any tax treaty, as a precondition to relief or exemption from such
tax, assessment or governmental charge;
(3) any tax, assessment or governmental charge that would not have been
so imposed or withheld but for the presentation by the holder of the notes
for payment on a date more than 30 days after the date on which that pay-
ment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;
(4) any estate, inheritance, gift, sales, transfer, excise, wealth or
personal property tax or any similar tax, assessment or governmental
charge;
S-4
<PAGE>
(5) any tax, assessment or governmental charge which is payable other-
wise than by withholding by us or by the Trustee from the payment of the
principal of or interest on the notes;
(6) any tax, assessment or governmental charge required to be withheld
from the payment of principal of or interest on the notes, if that payment
can be made without such withholding or any liability on our part;
(7) any tax, assessment or other governmental charge imposed on
interest received by a person holding, actually or constructively, 10% or
more of the total combined voting power of all classes of our stock
entitled to vote; or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7).
Nor shall additional amounts be paid with respect to any payment of the princi-
pal of or interest on the notes to a person other than the sole beneficial
owner of such payment or that is a partnership, fiduciary or settlor to the ex-
tent either (i) such beneficial owner, member of such partnership or benefi-
ciary or settlor with respect to such fiduciary would not have been entitled to
the payment of additional amounts had such beneficial owner, member, benefi-
ciary or settlor held its interest in the notes directly or (ii) the person
holding the notes does not provide a statement, in the form, manner and time
required by applicable United States income tax laws, from such beneficial own-
er, member of such partnership or beneficiary or settlor with respect to such
fiduciary concerning its nationality, residence, identity or connection with
the United States.
Redemption for Tax Reasons
We may redeem the notes in whole, but not in part, at any time after giving
not less than 30 nor more than 60 days' notice to the Trustee and the holders
of the notes, if we have or will become obligated to pay additional amounts as
a result of any change in, or amendment to, the laws or regulations of the
United States or any political subdivision or any authority of the United
States having power to tax, or any change in the application or official inter-
pretation of such laws or regulations, which change or amendment becomes effec-
tive on or after the date of this global prospectus supplement.
Before we publish any notice of redemption we will deliver to the Trustee a
certificate signed by our Chief Financial Officer or a Senior Vice President
stating that we are entitled to redeem the notes and that the conditions prece-
dent to redemption have occurred.
We will redeem any notes at 100% of their principal amount together with in-
terest accrued to (but excluding) the redemption date.
BANK OF AMERICA CORPORATION
General
Bank of America Corporation is a Delaware corporation and a bank holding
company. Our principal assets are our shares of stock of Bank of America, N.A.
and our other banking and nonbanking subsidiaries. Through those subsidiaries,
we provide a diversified range of banking and nonbanking financial services and
products primarily throughout the Mid-Atlantic, Midwest, Southeast, Southwest,
Northwest and West regions of the United States and in selected international
markets.
We, and our subsidiaries, are subject to supervision by various United
States federal and state banking and other regulatory authorities. The Gramm-
Leach-Bliley Act amended a number of the federal banking laws. In particular,
the Gramm-Leach-Bliley Act permits a bank holding company to elect to become a
"financial holding company" if certain conditions are met. We filed an election
on February 1, 2000 and became a financial holding company effective March 11,
2000.
A financial holding company, and the companies under its control, are per-
mitted to engage in activities considered "financial in nature" as defined by
the Gramm-Leach-Bliley Act and Federal Reserve Board interpretations (includ-
ing, without limitation, insurance and securities activities), and therefore
may engage in a broader range of activities than permitted to bank holding com-
panies and their subsidiaries. A finan-
S-5
<PAGE>
cial holding company may directly or indirectly engage in activities considered
financial in nature, either de novo or by acquisition, provided the financial
holding company gives the Federal Reserve Board after-the-fact notice of the
new activities. The Gramm-Leach-Bliley Act also permits national banks to en-
gage in activities considered financial in nature through a financial subsidi-
ary, subject to certain conditions and limitations and with the prior approval
of the Comptroller.
Business Segment Operations
We report the results of our operations through three business segments: (1)
Consumer and Commercial Banking, (2) Asset Management and (3) Global Corporate
and Investment Banking.
The major components of our Consumer and Commercial Banking segment are the
Banking Regions, Consumer Products and Commercial Banking.
. Banking Regions
Our Banking Regions serve approximately 30 million consumer households in
21 states and the District of Columbia and overseas through our extensive
network of over 4,500 banking centers, 14,000 ATM's, telephone and Internet
channels. Our Banking Regions provide a wide array of products and
services, including deposit products such as checking, money market savings
accounts, time deposits and IRA's; and credit products such as home equity,
personal auto and student loans and auto leasing. Banking Regions also
includes small business banking providing treasury management, credit
services, community investment, card, e-commerce and brokerage services to
over 2 million small business relationships across the franchise.
. Consumer Products
Our Consumer Products component provides specialized services such as the
origination and servicing of residential mortgage loans, issuance and
servicing of credit and debit cards, direct banking via the telephone and
the Internet, student lending and certain insurance services. Consumer
Products also provides consumer home equity and auto loans, retail finance
programs to dealerships and lease financing of new and used cars.
. Commercial Banking
Our Commercial Banking component provides commercial lending and treasury
management services to middle market companies with annual revenue between
$10 million and $500 million. These services are available through
relationship manager teams as well as through alternative channels such as
the telephone via the commercial service center and the Internet by
accessing Bank of America Direct.
Our Asset Management segment includes the Private Bank, Banc of America Cap-
ital Management and Banc of America Investment Services, Inc.
. Private Bank
The Private Bank offers financial solutions to high-net-worth clients and
foundations in the United States and internationally by providing
customized asset management and credit, financial advisory, fiduciary and
trust services and banking services.
. Banc of America Capital Management
Banc of America Capital Management, offering management of equity, fixed
income, cash and alternative investments, manages the assets of
individuals, corporations, municipalities, foundations and universities,
and public and private institutions as well as provides advisory services
to our affiliated family of mutual funds.
. Banc of America Investment Services, Inc.
Banc of America Investment Services, Inc. provides both full-service and
discount brokerage services through investment professionals located
throughout the franchise and a brokerage web site that
S-6
<PAGE>
provides customers a wide array of market analyses, investment research and
self-help tools, as well as account information and transaction
capabilities.
Our Global Corporate and Investment Banking segment provides a broad array
of financial products such as investment banking, trade finance, treasury man-
agement, capital markets, leasing and financial advisory services to domestic
and international corporations, financial institutions and government entities.
Clients are supported through offices in 37 countries in four distinct geo-
graphic regions: United States and Canada; Asia; Europe, Middle East and Afri-
ca; and Latin America. Products and services provided include loan origination,
debt and equity underwriting and trading, cash management, derivatives, foreign
exchange, leasing, leveraged finance, project finance, real estate finance, se-
nior bank debt, structured finance and trade services. Our Global Corporate and
Investment Banking segment offers clients a comprehensive range of global capa-
bilities through five components: Global Credit Products, Global Capital Rais-
ing, Global Markets, Global Treasury Services and Principal Investing.
. Global Credit Products
Global Credit Products provides credit and lending services and includes
the corporate industry-focused portfolio, real estate, leasing and project
finance.
. Global Capital Raising
Global Capital Raising houses our investment banking activities. Through a
separate subsidiary, Banc of America Securities LLC, Global Capital Raising
underwrites and makes markets in equity securities, high-grade and high-
yield corporate debt securities, commercial paper, and mortgage-backed and
asset-backed securities. Banc of America Securities LLC also provides
correspondent clearing services for other securities broker/dealers, offers
traditional brokerage service to high-net-worth individuals, provides
prime-brokerage services and makes markets in equity derivatives. Debt and
equity securities research, loan syndications, mergers and acquisitions
advisory services, private placements and equity derivatives are also
provided through Banc of America Securities LLC.
. Global Markets
Global Markets provides business solutions for a global customer base using
interest rate derivatives, foreign exchange products, commodity derivatives
and mortgage-related products. In support of these activities the
businesses will take positions in these products and capitalize on market-
making activities. The Global Markets business also takes an active role in
the trading of fixed income securities in all of the regions in which
Global Corporate and Investment Banking transacts business and is a primary
dealer in the United States as well as in several international locations.
. Global Treasury Services
Global Treasury Services provides the technology, strategies and integrated
solutions to help public and private companies of all sizes, financial
institutions and government agencies manage their operations and cash flows
on a local, regional, national and global level.
. Principal Investing
Principal Investing invests in both direct and indirect equity investments
in a wide variety of transactions. Domestic activities include investments
from early-stage seed capital to mezzanine financing, late-stage and buyout
investments. International investing focuses on established businesses in
Asia, Europe and Latin America delivering strategic and financial guidance,
broad business experience and access to our global resources.
Acquisitions and Sales
As part of our operations, we regularly evaluate the potential acquisition
of, and hold discussions with, various financial institutions and other busi-
nesses of a type eligible for bank holding company or financial holding company
ownership or control. In addition, we regularly analyze the values of, and sub-
mit bids for, the acquisition of customer-based funds and other liabilities and
assets of such financial institutions and other businesses. We also regularly
consider the potential disposition of certain of our assets, branches,
S-7
<PAGE>
subsidiaries or lines of businesses. As a general rule, we publicly announce
any material acquisitions or dispositions when a definitive agreement has been
reached.
ADDITIONAL NOTES
On May 23, 2000 we entered into an underwriting agreement for the public
sale of $1,000,000,000 principal amount of 7 7/8% Senior Notes, due 2005 (the
"Additional Notes"). The Additional Notes are expected to be issued on May 30,
2000 as a separate series of notes. The sale of the notes described in this
global prospectus supplement is not contingent on the sale of the Additional
Notes.
S-8
<PAGE>
CAPITALIZATION
The following table sets forth our actual capitalization as of March 31,
2000 and as adjusted for (1) the issuance of the notes and the Additional Notes
and (2) the issuance and the maturity of certain other notes during the period
beginning April 1, 2000 through the date of this global prospectus supplement.
Since December 31, 1999, the date of our latest audited financial statements
incorporated herein by reference, there has been no material adverse change in
our financial position.
<TABLE>
<CAPTION>
As
Actual Adjusted
---------- -----------
(Amounts in millions)
<S> <C> <C>
LONG-TERM DEBT:
Senior debt
Bank of America Corporation......................... $ 20,314 $ 20,028
7 7/8% Senior Notes, due 2005....................... -- 996
Subsidiaries (1).................................... 24,727 26,962
---------- ----------
Total senior debt.................................. 45,041 47,986
---------- ----------
Subordinated debt
Bank of America Corporation......................... $ 15,414 15,390
7.80% Subordinated Notes, due 2010.................. 997 1,865
Subsidiaries (1).................................... 608 608
---------- ----------
Total subordinated debt............................ 17,019 17,863
---------- ----------
Total long-term debt............................... 62,060 65,849
---------- ----------
Guaranteed Preferred Beneficial Interests in Junior
Subordinated Notes (2)............................. 4,955 4,955
SHAREHOLDERS' EQUITY:
Preferred stock, $0.01 par value; authorized --
100,000,000 shares; issued and
outstanding -- 1,807,349 shares..................... 77 77
Common stock, $0.01 par value; authorized --
5,000,000,000 shares; issued and
outstanding -- 1,657,753,677 shares................. 10,828 10,828
Retained earnings.................................... 37,089 37,089
Accumulated other comprehensive income............... (2,492) (2,492)
Other................................................ (203) (203)
---------- ----------
Total shareholders' equity......................... 45,299 45,299
---------- ----------
$112,314 $ 116,103
========== ==========
</TABLE>
- -------
(1) These obligations are direct obligations of our subsidiaries and, as such,
constitute claims against those subsidiaries prior to our equity interest.
(2) The line item "Guaranteed Preferred Beneficial Interests in Junior Subordi-
nated Notes" reflects the issuance of $4,965 million aggregate liquidation
amount of preferred undivided beneficial interests in the assets of 13
wholly owned grantor trusts. The sole assets of the trusts are our junior
subordinated notes.
(3) On June 23, 1999, our Board of Directors authorized the repurchase of up to
130 million shares of our common stock at an aggregate cost of up to $10.0
billion. Through March 31, 2000, we had repurchased 98 million shares of
our common stock in open market repurchases and under accelerated share re-
purchase programs at an average per-share price of $58.81, which reduced
shareholders' equity by $5.8 billion. The remaining buyback authority for
common stock under the current program totaled $4.2 billion or 32 million
shares at March 31, 2000.
As of March 31, 2000, we had $8.4 billion of commercial paper and other
short-term notes payable outstanding.
RATIOS OF EARNINGS TO FIXED CHARGES
The following are our consolidated ratios of earnings to fixed charges for
each of the years in the five-year period ended December 31, 1999 and for the
three months ended March 31, 2000.
<TABLE>
<CAPTION>
Year Ended December 31, Three Months
------------------------ Ended
1995 1996 1997 1998 1999 March 31, 2000
---- ---- ---- ---- ---- --------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits...................... 2.3 2.3 2.2 1.8 2.2 2.1
Including interest on deposits...................... 1.5 1.5 1.5 1.4 1.6 1.6
</TABLE>
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<PAGE>
SELECTED FINANCIAL DATA
The following selected financial data as of December 31, 1998 and 1999, and
for each of the years in the three-year period ended December 31, 1999 are de-
rived from our financial statements, which are audited by
PricewaterhouseCoopers LLP, independent accountants. The financial data for the
three months ended March 31, 1999 and 2000 are derived from unaudited financial
statements. The unaudited financial statements include all adjustments, con-
sisting only of normal recurring accruals, that we consider necessary for a
fair presentation of our financial position and the results of our operations
as of such dates and for such periods. Results for the three months ended March
31, 2000 are not necessarily indicative of the results that might be expected
for any other interim period or for the year as a whole.
<TABLE>
<CAPTION>
Three Months Ended
Year Ended December 31, March 31,
----------------------------- -------------------
1997 1998 1999 1999 2000
--------- --------- --------- --------- ---------
(Amounts in millions except per share
information)
<S> <C> <C> <C> <C> <C>
Income statement:
Interest income............. $ 37,333 $ 38,588 $ 37,323 $ 9,201 $ 10,086
Interest expense............ 18,901 20,290 19,086 4,601 5,562
Net interest income......... 18,432 18,298 18,237 4,600 4,524
Provision for credit
losses..................... 1,904 2,920 1,820 510 420
Gains on sales of
securities................. 271 1,017 240 130 6
Noninterest income.......... 11,756 12,189 14,069 3,223 4,046
Merger-related charges,
net........................ 374 1,795 525 -- --
Other noninterest expense... 17,625 18,741 17,986 4,453 4,623
Income before income taxes.. 10,556 8,048 12,215 2,990 3,533
Income tax expense.......... 4,014 2,883 4,333 1,076 1,293
Net income.................. 6,542 5,165 7,882 1,914 2,240
Net income available to
common shareholders........ 6,431 5,140 7,876 1,912 2,239
Average common shares issued
and outstanding
(in thousands)............. 1,733,194 1,732,057 1,726,006 1,737,562 1,669,311
Per common share:
Earnings.................... $ 3.71 $ 2.97 $ 4.56 $ 1.10 $ 1.34
Diluted earnings............ 3.61 2.90 4.48 1.08 1.33
Cash dividends paid......... 1.37 1.59 1.85 .45 .50
</TABLE>
<TABLE>
<CAPTION>
December 31, March 31,
------------------ ------------------
1998 1999 1999 2000
-------- -------- -------- --------
(Amounts in millions except ratios)
<S> <C> <C> <C> <C>
Balance sheet (period-end):
Total loans and leases................ $357,328 $370,662 $363,102 $382,085
Total assets.......................... 617,679 632,574 614,245 656,113
Total deposits........................ 357,260 347,273 343,317 351,626
Long-term debt........................ 45,888 55,486 50,899 62,059
Trust preferred securities............ 4,954 4,955 4,954 4,955
Total shareholders' equity............ 45,938 44,432 46,831 45,299
Allowance for credit losses as a
percentage of loans and leases
outstanding.......................... 1.99% 1.84% 1.96% 1.79%
Total equity to total assets.......... 7.44 7.02 7.62 6.90
Risk-based capital ratios (period-end):
Tier 1 Capital........................ 7.06 7.35 7.40 7.42
Total Capital......................... 10.94 10.88 11.17 11.00
Leverage ratio........................ 6.22 6.26 6.47 6.17
</TABLE>
S-10
<PAGE>
REGISTRATION AND SETTLEMENT
Same Day Settlement and Payment
The underwriters purchasing the notes from us will settle the notes in imme-
diately available funds. As long as the notes are represented by Global Securi-
ties, we will make all principal and interest payments in immediately available
funds.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing house or next day funds. In contrast, as long as the notes
are represented by Global Securities registered in the name of DTC or its nomi-
nee, the notes will trade in DTC's Same-Day Funds Settlement System. DTC re-
quires secondary market trading activity in the notes to settle in immediately
available funds. This requirement may affect trading activity in the notes.
Book-Entry System
The notes are issued in book-entry only form. This means that we will not
issue actual notes or certificates to each holder. Instead, the notes will be
in the form of a Global Security held in the name of DTC. In order to own a
beneficial interest in a note, you must be an institution that has an account
with DTC or have a direct or individual account with such an institution.
Notes will not be issued in certificated form unless:
. DTC notifies us that it is unwilling or unable to continue as depository
or it otherwise ceases to be a qualified clearing agency and we do not
appoint a successor depository; or
. we make a decision to permit notes to be issued in certificated form and
notify the Trustee of that decision.
No service charge will be made for any registration of transfer or exchange
of notes issued in certificated form, but we may require payment of a sum suf-
ficient to cover any related tax or other governmental charge. If the notes are
listed on the Luxembourg Stock Exchange and are subsequently issued in certifi-
cated form, we will appoint a paying and transfer agent in Luxembourg. Any
notes in certificated form may be presented for payment and/or transfer at the
paying and transfer agent's office while they are outstanding. In addition,
upon redemption of the notes, any notes in certificated form and listed on the
Luxembourg Stock Exchange may be presented for payment at the offices of the
Luxembourg paying and transfer agent for up to two years after the redemption
date.
Notices
Any notices required to be given to the holders of the notes will be given
to DTC and, if the notes are listed on the Luxembourg Stock Exchange, by publi-
cation in a daily newspaper in Luxembourg which is expected to be the Luxem-
burger Wort. If notes in certificated form are issued, notices to holders of
the notes will also be given by mail to the addresses of the holders as they
appear on the security register. Until any notes are issued in certificated
form, there may be substituted for publication in the newspaper the delivery of
the relevant notice to Euroclear and Clearstream Banking for communication to
their participants, except that, as long as the notes are listed on the Luxem-
bourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require,
notices also will be published in the Luxemburger Wort. Any notice published in
the Luxemburger Wort shall be deemed to have been given on the date of publica-
tion or, if published more than once, on the date of the first publication. Any
notice to Euroclear and Clearstream Banking shall be deemed to have been given
to their participants on the seventh day after the day on which the notice was
given to Euroclear and Clearstream Banking. If approved for listing, as long as
the notes are listed on the Luxembourg Stock Exchange, any change in the Luxem-
bourg paying and transfer agent will be published in the Luxemburger Wort.
Paying Agent, Security Registrar and Transfer Agent
Until the notes are paid, we will maintain a paying agent, security regis-
trar and transfer agent for the notes. Initially, The Bank of New York will
serve in each of those capacities. The Luxembourg paying and
S-11
<PAGE>
transfer agent that will be appointed if the notes are listed on the Luxembourg
Stock Exchange is Banque Generale du Luxembourg S.A.
Payment of Principal and Interest
Principal of, premium, if any, and interest on notes in book-entry form are
paid in accordance with the arrangements then in place between the paying agent
and DTC or its nominee, as holder. Interest on notes in certificated form gen-
erally is paid by check mailed to the holders of the notes on the applicable
record date at the address appearing in our records. Principal, premium, if
any, and interest payable at the maturity date of a note in certificated form
are paid by wire transfer of immediately available funds upon surrender of the
note at the corporate trust office of the applicable Trustee or paying agent.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a brief summary of certain United States federal income tax
consequences associated with the acquisition, ownership and disposition of the
notes applicable to initial purchasers of notes. The summary is based upon the
relevant laws and rules which are now in effect and as they are currently in-
terpreted. However, these laws and rules may be changed at any time, possibly
with retroactive effect. This discussion does not deal with the federal tax
consequences applicable to all categories of investors. In particular, the dis-
cussion does not deal with those of you who may be in special tax situations,
such as dealers in securities, insurance companies, financial institutions or
tax-exempt entities. It does not include any description of the tax laws of any
state or local governments or any foreign government that may be applicable to
the notes or to you as holders of the notes.
Prospective purchasers of the notes are urged to consult their own tax advi-
sors concerning the United States federal income tax consequences of acquiring,
owning and disposing of the notes as well as the application of state, local
and foreign income and other tax laws.
United States Persons
Interest payable on the notes generally will be includable as ordinary in-
come in the income of a United States person as received or accrued, in accor-
dance with that holder's regular method of accounting unless the note is
treated as having been issued with original issue discount ("OID") in which
case the rules described below will be applicable. If a note is sold or other-
wise disposed of, a United States person generally will recognize gain or loss
equal to the difference between the amount realized on the disposition (except
to the extent attributable to accrued but unpaid interest) and the holder's tax
basis in the note. Such gain or loss will generally be capital gain or loss.
Original Issue Discount
We do not intend to treat the notes as having been issued with OID. However,
if the notes were treated as issued with OID (an "OID Note"), you would be re-
quired to include OID in income before you receive the associated cash payment,
regardless of your accounting method for tax purposes.
For tax purposes, OID is the excess of the "stated redemption price at matu-
rity" of a debt instrument over its "issue price," if that excess equals or ex-
ceeds 0.25% of the note's stated redemption price at maturity multiplied by the
number of complete years from its issue date to its maturity. The "stated re-
demption price at maturity" of a note is the sum of all payments required to be
made on the note other than "qualified stated interest" payments. The "issue
price" of a note is generally the first offering price to the public (excluding
bond houses and brokers) at which a substantial amount of the notes are sold.
The term "qualified stated interest" generally means stated interest that is
unconditionally payable in cash at least annually at a single fixed rate.
If you are an initial purchaser of an OID Note, the amount of the OID you
should include in income is the sum of the daily accruals of OID for the note
for each day during the taxable year (or portion of the taxable year) in which
you held the OID Note. The daily portion is determined by allocating the OID
for each day of the accrual period. An accrual period may be of any length and
the accrual periods may even vary in length over the term of the OID Note, pro-
vided that each accrual period is no longer than one year and each scheduled
payment of principal or interest occurs either on the first day of an accrual
period or
S-12
<PAGE>
on the final day of an accrual period. The amount of OID allocable to an ac-
crual period is equal to the difference between (1) the product of the "ad-
justed issue price" of the OID Note at the beginning of the accrual period and
its yield to maturity (computed generally on a constant yield method and com-
pounded at the end of each accrual period, taking into account the length of
the particular accrual period) and (2) the amount of any qualified stated in-
terest allocable to the accrual period. The "adjusted issue price" of an OID
Note at the beginning of any accrual period is the sum of the issue price of
the OID Note plus the amount of OID allocable to all prior accrual periods re-
duced by any payments you received on the note that were not qualified stated
interest. Under these rules, you will generally have to include in income in-
creasingly greater amounts of OID in successive accrual periods.
If you are not an initial purchaser of an OID Note and you purchase an OID
Note for greater than its adjusted issue price as of the purchase date and less
than or equal to the sum of all amounts payable on the OID Note after the pur-
chase date other than payments of qualified stated interest, you will have pur-
chased the OID Note at an "acquisition premium." Under the acquisition premium
rules, the amount of OID which you must include in your gross income for the
note for any taxable year (or any portion of a taxable year in which you hold
the note) will be reduced (but not below zero) by the portion of the acquisi-
tion premium allocated to the period.
If you are not an initial purchaser of an OID Note and you purchase an OID
Note for less than its adjusted issue price as of the purchase date, you will
have purchased the OID Note at a "market discount." If such market discount is
more than a de minimis amount (i.e., equals or exceeds 0.25% of the note's
stated redemption price at maturity multiplied by the number of complete years
after you acquired the note to its maturity) you may treat market discount as
accruing on a constant yield (i.e., taking into account your basis in the notes
and yield to maturity) or in proportion to accruals of OID on the notes, or if
there is not more than a de minimis amount of OID, in proportion to interest
payments on the notes. If the amount of such market discount is not more than a
de minimis amount, such discount must be allocated to the principal distribu-
tion on the notes and when principal is received, gain equal to the discount
will be recognized. If you incur or continue indebtedness to acquire a note at
a market discount, you may be required to defer the deduction of all or a por-
tion of the interest on such indebtedness until the corresponding amount of
market discount is included in income.
Non-United States Persons
Principal (and premium, if any) and interest payments, including any OID,
that you receive from us or our agent generally will not be subject to United
States federal withholding tax. However, interest, including any OID, may be
subject to a 30% withholding tax (or less under any applicable treaty) if (1)
you actually or constructively owned 10% or more of the total combined voting
power of all classes of our stock entitled to vote, (2) you are a controlled
foreign corporation for United States tax purposes that is related to us (di-
rectly or indirectly) through stock ownership or (3) either (a) you do not cer-
tify to us or our agent, under penalties of perjury, that you are a Non-United
States person or do not provide your name and address, or (b) a securities
clearing organization, bank or other financial institution that holds customer
securities in the ordinary course of its trade or business and holds the notes
does not certify to us or our agent under penalties of perjury that either it
or a financial institution has received the required statement from you certi-
fying that you are a Non-United States person and furnishes us with a copy of
the statement.
If you are in a trade or business in the United States and interest, includ-
ing any OID, on a note is effectively connected with the conduct of your trade
or business, you may be subject to United States federal income tax on that in-
terest and any OID in the same manner as if you were a United States person. If
you are a foreign corporation, you may also be subject to a branch profits tax
equal to 30% of your effectively connected earnings and profits for the taxable
year, subject to certain adjustments. Instead of the certification described in
the preceding paragraph, if you have effectively connected interest income you
must provide the payer with a properly executed IRS Form W-8ECI to claim an ex-
emption from United States federal withholding tax.
You will not be subject to United States federal income tax or withholding
taxes on any capital gain or market discount you realize upon retirement or
disposition of a note if (1) the gain is not effectively
S-13
<PAGE>
connected with a United States trade or business carried on by you, and (2) you
are an individual, and you are not present in the United States for 183 days or
more in the taxable year of the retirement or disposition.
Backup Withholding and Information Reporting
The payment of principal and interest and the accrual of OID, if any, are
generally subject to information reporting and possibly to "backup withholding"
at a rate of 31%. Information reporting means that the payment is required to
be reported to you and to the IRS. Backup withholding means that the payor is
required to collect and deposit 31% of your payment with the IRS as a tax pay-
ment on your behalf.
If you are a United States person (other than a corporation or certain ex-
empt organizations), you may be subject to backup withholding if you do not
supply an accurate taxpayer identification number and certify that your tax-
payer identification number is correct. You may also be subject to backup with-
holding if the United States Secretary of the Treasury determines that you have
not reported all interest and dividend income required to be shown on your fed-
eral income tax return or if you do not certify that you have not underreported
your interest and dividend income. If you are a Non-United States person,
backup withholding and information reporting will not apply to payments made to
you if you have provided the required certification that you are a Non-United
States person as set forth above, or you otherwise establish an exemption (pro-
vided that the payor does not have actual knowledge that you are a United
States person or that the conditions of any exemption are not in fact satis-
fied).
Under current rules, which are effective for payments made through December
31, 2000, payments of the proceeds from the sale of notes to or through a for-
eign office of a broker or the foreign office of a custodian, nominee or other
dealer acting on your behalf generally will not be subject to information re-
porting or backup withholding. However, if the broker, custodian, nominee or
other dealer is a United States person, a controlled foreign corporation for
United States tax purposes or a foreign person 50% or more of whose gross in-
come for certain periods is effectively connected with a United States trade or
business, information reporting generally will be required for payments made to
you unless the broker, custodian, nominee or other dealer has documentation of
your foreign status and has no actual knowledge to the contrary (or you other-
wise establish an exemption from information reporting).
New rules have been issued to consolidate and modify the current certifica-
tion requirements and means by which you may claim exemption from United States
federal income tax withholding and from backup withholding. These rules apply
to payments made after December 31, 2000 and provide certain presumptions re-
garding your tax status if you do not provide appropriate documentation to make
this determination. You must provide certification that complies with these new
rules, where required, by the first payment date after these rules become ef-
fective. If you are claiming benefits under an income tax treaty, you may be
required to obtain a taxpayer identification number and to certify your eligi-
bility under the applicable treaty's limitations on benefits articles in order
to comply with the new rules. Because these rules may apply differently to dif-
ferent holders, you are urged to consult your own tax advisor regarding the ap-
plication of these rules to you.
Under the new rules, these payments also will not be subject to information
reporting or backup withholding, unless the broker, custodian, nominee or other
dealer is (1) a United States person, (2) the government of the United States
or the government of any State or political subdivision of any State (or any
agency or instrumentality of any of these governmental units), (3) a controlled
foreign corporation for United States tax purposes, (4) a foreign partnership
that is either engaged in a United States trade or business or whose United
States partners in the aggregate hold more than 50% of the income or capital
interest in the partnership, (5) a foreign person 50% or more of whose gross
income for a certain period is effectively connected with a United States trade
or business, or (6) a United States branch of a foreign bank or insurance com-
pany. If your broker falls into one of the preceding categories, information
reporting generally will be required for payments made to you unless the broker
has documentation of your foreign status and the broker has no actual knowledge
to the contrary of your status (or you otherwise establish an exemption from
information reporting).
S-14
<PAGE>
Payment of the proceeds from a sale of notes to or through the United States
office of a broker is subject to information reporting and backup withholding,
unless you certify as to your Non-United States status or otherwise establish
an exemption from information reporting and backup withholding.
Any amounts withheld from your payment under the backup withholding rules
would be refundable or allowable as a credit against your United States federal
income tax liability.
UNDERWRITING
We entered into an underwriting agreement dated May 23, 2000 with the under-
writers named below. In the underwriting agreement, we agreed to sell to each
of the underwriters and each of the underwriters agreed to purchase from us the
principal amount of the notes shown opposite its name at the public offering
price on the cover page of this global prospectus supplement, plus accrued in-
terest from February 14, 2000 to the date of delivery of these notes.
<TABLE>
<CAPTION>
Principal Amount
Underwriter of the Notes
----------- ----------------
<S> <C>
Banc of America Securities LLC.......................... $738,000,000
Bear, Stearns & Co. Inc................................. 18,000,000
Chase Securities Inc.................................... 18,000,000
Goldman Sachs & Co...................................... 18,000,000
Lehman Brothers Inc..................................... 18,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................... 18,000,000
Morgan Stanley & Co. Incorporated....................... 18,000,000
Salomon Smith Barney Inc................................ 18,000,000
Blaylock & Partners, L.P................................ 9,000,000
Guzman & Company........................................ 9,000,000
Ormes Capital Markets, Inc.............................. 9,000,000
The Williams Capital Group, L.P......................... 9,000,000
------------
Total................................................. $900,000,000
============
</TABLE>
The obligations of the underwriters under the underwriting agreement, in-
cluding their agreement to purchase the notes from us, are several and not
joint. Those obligations are also subject to the satisfaction of conditions de-
scribed in the underwriting agreement. The underwriters have agreed to purchase
all of the notes if any of them are purchased.
We will receive proceeds from the sale of notes as indicated on the cover
page of this global prospectus supplement, before deducting estimated offering
expenses of $250,000. The underwriters may sell the notes to certain dealers at
the public offering price, less a concession which will not exceed 0.30% of the
principal amount of the notes. The underwriters and such dealers may resell the
notes to other dealers at a reallowance discount which will not exceed 0.24% of
the principal amount of the notes. After the initial offering of the notes,
these concessions and reallowance discounts may change.
The notes will be offered simultaneously in the United States and abroad.
Each of the underwriters has represented and agreed that it has not and will
not offer, sell or deliver any of the notes directly or indirectly, or distrib-
ute this global prospectus supplement or the attached prospectus or any other
offering material relating to the notes, in or from any jurisdiction except in
compliance with applicable laws and regulations and that will not impose any
obligations on us except as set forth in the underwriting agreement.
In particular, each underwriter has represented and agreed that:
(1) it has not offered or sold and will not offer or sell any notes to
persons in the United Kingdom prior to the expiration of the period of six
months from the issue date of the notes except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purpose of their businesses or
otherwise in circumstances which have not
S-15
<PAGE>
resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations
1995;
(2) it has only issued or passed on and will only issue or pass on in
the United Kingdom any document received by it in connection with the issue
of the notes to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1996 (as amended) or is a person to whom such document may otherwise
lawfully be issued or passed on; and
(3) it has complied and will comply with all applicable provisions of
the Financial Services Act 1986 with respect to anything done by it in
relation to any notes in, from or otherwise involving the United Kingdom.
The 7.80% Subordinated Notes, due 2010, that we issued on February 14, 2000
are listed on the Luxembourg Stock Exchange. We have applied to list these ad-
ditional notes on the Luxembourg Stock Exchange as a part of the same series
in accordance with the rules of the Luxembourg Stock Exchange. We do not in-
tend to list the notes on any other securities exchange. We have been informed
by the underwriters that they intend to purchase and sell the notes in the
secondary market from time to time. However, the underwriters are not obli-
gated to do so and may discontinue making a market for the notes at any time
without giving us notice. There is no assurance that there will be a secondary
market for the notes.
In connection with the offering of the notes, the underwriters may engage
in overallotment, stabilizing transactions and syndicate covering transactions
in accordance with Regulation M under the United States Securities Exchange
Act of 1934. Overallotment involves sales in excess of the offering size,
which create a short position for the underwriters. Syndicate covering trans-
actions involve purchases of the notes in the open market after the distribu-
tion has been completed in order to cover short positions. Stabilizing trans-
actions and syndicate covering transactions may cause the price of the notes
to be higher than it would otherwise be. Those activities, if commenced, may
be discontinued at any time.
The offer and sale of any notes by Banc of America Securities LLC or any of
our other affiliates will comply with the requirements of Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc. regard-
ing a member firm's underwriting securities of an affiliate. As required by
Rule 2720, any such offer and sale will not be made to any discretionary ac-
count without the prior approval of the customer.
We have agreed to indemnify the underwriters and certain other persons
against certain liabilities, including liabilities under the Securities Act.
Following the initial distribution of the notes, our affiliates may offer
and sell the notes of the entire series in the course of their business as a
broker-dealer and may act as principal, agent or remarketing agent. This
global prospectus supplement may be delivered in connection with effecting
such transactions. Any such sales will be made at negotiated prices relating
to prevailing market prices at the time of sale.
Each of the underwriters or their affiliates provides or has provided in-
vestment or commercial banking services to us from time to time in the ordi-
nary course of business.
S-16
<PAGE>
LISTING OF THE NOTES AND
GENERAL INFORMATION
Listing
We have applied to list these additional notes on the Luxembourg Stock Ex-
change in accordance with the rules of the Luxembourg Stock Exchange. Even
though the 7.80% Subordinated Notes, due 2010 that we issued on February 14,
2000 were accepted for listing, there can be no assurance that these notes will
be accepted for listing. We do not intend to list the notes on any other secu-
rities exchange. Prior to listing, a legal notice relating to the issuance of
the notes, our Amended and Restated Certificate of Incorporation and Bylaws,
the Subordinated Indenture and the underwriting agreement will be deposited
with the Chief Registrar of the District Court of Luxembourg, where those docu-
ments may be inspected and copies obtained upon request.
As long as any of the notes are listed on the Luxembourg Stock Exchange,
copies of our Amended and Restated Certificate of Incorporation and Bylaws, the
Subordinated Indenture and the underwriting agreement and copies of this global
prospectus supplement and attached prospectus, our annual report on Form 10-K
for the year ended December 31, 1999 and quarterly report on Form 10-Q for the
period ended March 31, 2000, as well as all future annual reports, quarterly
reports and financial current reports on Form 8-K filed since December 31,
1999, will be available at the offices of Banque Generale du Luxembourg S.A. in
the City of Luxembourg.
Independent Accountants
The consolidated financial statements contained in our 1999 annual report on
Form 10-K have been audited by PricewaterhouseCoopers LLP, independent accoun-
tants.
Authorization
The notes are issued under authority granted by our Board of Directors on
April 22, 1998 and June 23, 1999 and by a committee appointed by our Board of
Directors on May 23, 2000.
Material Changes
There has been no material adverse change in our financial position on a
consolidated basis since the date of the latest audited financial statements
incorporated herein by reference, except as disclosed in this global prospectus
supplement or in the documents incorporated by reference.
We are not a party to any legal proceeding which, if determined adversely,
would materially and adversely affect our financial position or results of op-
erations or would materially and adversely affect our ability to perform our
obligations under the notes or the Subordinated Indenture.
Governing Law
The notes, the Subordinated Indenture and the underwriting agreement are
governed by, and shall be construed in accordance with, the laws of the State
of New York, United States of America.
Clearing Systems
The notes have been accepted for clearance through Euroclear and Clearstream
Banking and assigned Common Code No. 010786428; International Security Identi-
fication Number (ISIN): US 060505 AD66; and CUSIP No.: 060505 AD6.
S-17
<PAGE>
PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION
Bank of America Corporation
Bank of America Corporate Center
Charlotte, North Carolina 28255-0065
U.S.A.
INDEPENDENT ACCOUNTANTS OF THE CORPORATION
PricewaterhouseCoopers LLP
Bank of America Corporate Center
Suite 5400
Charlotte, North Carolina 28202
U.S.A.
TRUSTEE AND
UNITED STATES PAYING
AND TRANSFER AGENT
The Bank of New York
101 Barclay Street, 21 West
New York, New York 10286
U.S.A.
LEGAL ADVISORS
<TABLE>
<CAPTION>
To the Corporation To the Corporation
as to United States law: as to United States tax law:
<S> <C>
Smith Helms Mulliss & Moore, L.L.P. Stroock & Stroock & Lavan LLP
201 North Tryon Street 180 Maiden Lane
Charlotte, North Carolina 28202 New York, New York 10038
U.S.A. U.S.A.
</TABLE>
To the Underwriters:
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
U.S.A.
LISTING AGENT AND PAYING AGENT
Banque Generale du Luxembourg S.A.
50 avenue J. F. Kennedy
L-2951 Luxembourg
<PAGE>
PROSPECTUS
[LOGO OF BANK OF AMERICA]
Bank of America Corporate Center
Charlotte, North Carolina 28255
(704) 386-5000
$15,000,000,000
Debt Securities, Warrants, Units, Preferred Stock,
Depositary Shares and Common Stock
We may offer and sell from time to time up to $15,000,000,000 (or the U.S.
dollar equivalent) of:
. debt securities
. warrants to purchase our debt securities or securities of other unaffili-
ated issuers
. a combination of securities issued in the form of units
. preferred stock
. fractional interests in preferred stock represented by depositary shares
. common stock.
We may also issue common stock upon conversion, exchange or exercise of any of
the securities listed above.
When we sell a particular series of securities, we will prepare a prospectus
supplement describing the offering and terms of that series of securities. You
should read this prospectus and that prospectus supplement carefully. The
securities described in this prospectus may be denominated in U.S. dollars or a
foreign currency as described in the prospectus supplement.
- --------------------------------------------------------------------------------
Our debt securities are unsecured and are not savings accounts, deposits or
other obligations of a bank. The securities are not guaranteed by any bank and
are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency.
Neither the Securities and Exchange Commission, any state securities commission
nor the Commissioner of Insurance of the State of North Carolina has approved
or disapproved the securities to be issued under this prospectus or determined
if this prospectus is accurate or adequate. Any representation to the contrary
is a criminal offense.
- --------------------------------------------------------------------------------
The date of this prospectus is August 5, 1999.
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration or continuous offering process. We may from
time to time sell any combination of the securities described in this prospec-
tus in one or more offerings up to a total dollar amount of $15,000,000,000 or
the equivalent of this amount in foreign currencies or foreign currency units.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities we will provide you with a prospec-
tus supplement containing specific information about the terms of the securi-
ties being offered. The prospectus supplement which contains specific informa-
tion about the terms of the securities being offered will also include a dis-
cussion of certain U.S. federal income tax consequences and any risk factors
or other special considerations applicable to those securities. The prospectus
supplement may also add, update or change information in this prospectus. If
there is any inconsistency between the information in the prospectus and the
prospectus supplement, you should rely on the information in the prospectus
supplement. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "Where You
Can Find More Information" beginning on page 32 of this prospectus.
You should rely only on the information provided in this prospectus and in
any prospectus supplement including the information incorporated by reference.
Neither we, nor any underwriters or agents, have authorized anyone to provide
you with different information. We are not offering the securities in any
state where the offer is not permitted. You should not assume that the infor-
mation in this prospectus, or any supplement to this prospectus, is accurate
at any date other than the date indicated on the cover page of these docu-
ments.
Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus to "we," "us," "our," or similar references mean
Bank of America Corporation.
2
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BANK OF AMERICA CORPORATION
General
Bank of America Corporation is the successor issuer to NationsBank Corpora-
tion ("NationsBank"). On September 25, 1998, NationsBank was reincorporated
from North Carolina to Delaware. On September 30, 1998, BankAmerica Corpora-
tion, a Delaware corporation ("BA"), was merged with and into NationsBank,
with NationsBank as the surviving corporation in the merger. Upon completion
of the merger, NationsBank changed its name to "BankAmerica Corporation." On
April 28, 1999, we changed the name of our company to "Bank of America
Corporation."
We are a multi-bank holding company registered under the Bank Holding Com-
pany Act of 1956. Our principal assets are the shares of stock of Bank of
America, N.A. and our other banking and nonbanking subsidiaries. Through those
subsidiaries, we provide a diverse range of banking and nonbanking financial
services and products throughout the United States and in selected interna-
tional markets.
We, and our subsidiaries, are subject to supervision by United States fed-
eral and state banking and other regulatory authorities.
Business Segment Operations
We report the results of our operations through four business segments: (1)
Consumer Banking, (2) Commercial Banking, (3) Global Corporate and Investment
Banking and (4) Principal Investing and Asset Management.
Our Consumer Banking segment provides comprehensive retail banking services
to individuals and small businesses through multiple delivery channels, in-
cluding approximately 4,700 banking centers and 14,000 automated teller ma-
chines. These banking centers and automated teller machines are located prin-
cipally throughout our franchise and serve approximately 30 million households
in 21 states and the District of Columbia. This segment also provides special-
ized services such as the origination and servicing of residential mortgage
loans, issuance and servicing of credit cards, direct banking via telephone
and personal computer, student lending and certain insurance services. The
consumer finance component provides mortgage, home equity and automobile loans
to consumers, retail finance programs to dealers and lease financing to pur-
chasers of new and used cars.
Our Commercial Banking segment provides a wide range of commercial banking
services for businesses with annual revenues of up to $500 million. Services
provided include commercial lending, treasury and cash management services,
asset-backed lending and factoring. Also included in this segment are our com-
mercial finance operations which provide: equipment loans and leases, loans
for debt restructuring, mergers and working capital, real estate and
healthcare financing and inventory financing to manufacturers, distributors
and dealers.
Our Global Corporate and Investment Banking segment provides a broad array
of financial and investment banking products such as capital-raising products,
trade finance, treasury management, investment banking, capital markets, leas-
ing and financial advisory services to domestic and international corpora-
tions, financial institutions and government entities. Clients are supported
through offices in 37 countries in four distinct geographic regions: United
States and Canada; Asia; Europe, Middle East and Africa; and Latin America.
Products and services provided include loan origination, cash management, for-
eign exchange, leasing, leveraged finance, project finance, real estate, se-
nior bank debt, structured finance and trade services. Our Global Corporate
and Investment Banking segment also provides commercial banking services for
businesses with annual revenues of $500 million or more. Through a separate
subsidiary, Banc of America
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Securities LLC, Global Corporate and Investment Banking is a primary dealer of
United States Government securities, underwrites and makes markets in equity
securities, and underwrites and deals in high-grade and high-yield corporate
debt securities, commercial paper, mortgage-backed and asset-backed securities,
federal agencies securities and municipal securities. Debt and equity securi-
ties research, loan syndications, mergers and acquisitions advisory services
and private placements are also provided through Banc of America Securities
LLC. Additionally, our Global Corporate and Investment Banking segment is a
market maker in derivative products, which include swap agreements, option con-
tracts, forward settlement contracts, financial futures and other derivative
products in certain interest rate, foreign exchange, commodity and equity mar-
kets. In support of these activities, Global Corporate and Investment Banking
takes positions in securities to support client demands and for its own ac-
count.
Our Principal Investing and Asset Management segment includes Asset Manage-
ment which provides asset management, banking and trust services for high net
worth clients both in the United States and internationally through the Private
Bank. In addition, this segment provides full service and discount brokerage,
investment advisory and investment management, as well as advisory services for
our affiliated family of mutual funds. The Principal Investing area includes
direct equity investments in businesses and investments in general partnership
funds.
Acquisitions and Sales
As part of our operations, we regularly evaluate the potential acquisition
of, and hold discussions with, various financial institutions and other busi-
nesses that are eligible for bank holding company ownership or control. In ad-
dition, we regularly analyze the values of, and submit bids for, the acquisi-
tion of customer-based funds and other liabilities and assets of such financial
institutions and other businesses. We also regularly consider the potential
disposition of certain of our assets, branches, subsidiaries or lines of busi-
ness. As a general rule, we publicly announce any material acquisitions or dis-
positions when a definitive agreement has been reached.
USE OF PROCEEDS
Unless we describe a different use in a prospectus supplement, we will use
net proceeds from the sale of the securities for general corporate purposes.
General corporate purposes include:
. our working capital needs;
. investments in, or extensions of credit to, our banking and nonbanking
subsidiaries;
. the possible acquisitions of other financial institutions or their as-
sets or liabilities;
. the possible acquisitions of or investments in other businesses; and
. the possible reduction of outstanding indebtedness or the repurchase of
our outstanding equity securities.
We will temporarily invest the net proceeds pending its use. We may, from
time to time, engage in additional capital financings as we determine appropri-
ate based on our needs and prevailing market conditions.
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RATIOS OF EARNINGS TO FIXED CHARGES AND RATIOS OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
Our consolidated ratio of earnings to fixed charges and our ratio of earn-
ings to fixed charges and preferred stock dividend requirements for each of the
years in the five year period ended December 31, 1998 and for the three months
ended March 31, 1999 are as follows:
<TABLE>
<CAPTION>
Year Ended
December 31, Three Months
------------------------ Ended
1994 1995 1996 1997 1998 March 31, 1999
---- ---- ---- ---- ---- --------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits....... 2.4 2.3 2.3 2.2 1.8 2.3
Including interest on deposits....... 1.6 1.5 1.6 1.6 1.4 1.6
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Divi-
dends:
Excluding interest on deposits....... 2.2 2.1 2.2 2.2 1.8 2.3
Including interest on deposits....... 1.6 1.5 1.5 1.5 1.4 1.6
</TABLE>
.The consolidated ratio of earnings to fixed charges is calculated as fol-
lows:
net income before taxes + fixed charges - equity in undistributed earn-
ings or losses of unconsolidated subsidiaries
fixed charges
. The consolidated ratio of earnings to combined fixed charges and pre-
ferred stock dividends is calculated as follows:
net income before taxes + fixed charges - equity in undistributed earn-
ings or losses of unconsolidated subsidiaries
fixed charges + preferred stock dividend requirements
Fixed charges consist of:
. interest expense, which we calculate excluding interest on deposits in
one case and including that interest in the other,
. amortization of debt discount and appropriate issuance costs, and
. one-third (the amount deemed to represent an appropriate interest factor)
of net rent expense under lease commitments.
Preferred stock dividend requirements represent dividend requirements on the
outstanding preferred stock adjusted to reflect the pre-tax earnings that would
be required to cover such dividend requirements.
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REGULATORY MATTERS
The following discussion describes elements of an extensive regulatory
framework applicable to bank holding companies and banks and specific informa-
tion about us and our subsidiaries. Federal regulation of banks and bank hold-
ing companies is intended primarily for the protection of depositors and the
Bank Insurance Fund rather than stockholders or creditors.
General
As a bank holding company, we are subject to the supervision of the Board
of Governors of the Federal Reserve System. Our bank subsidiaries are subject
to supervision and examination by applicable federal agencies, principally the
Office of the Comptroller of the Currency. Because bank deposits are insured
by the Federal Deposit Insurance Corporation ("FDIC"), our bank subsidiaries
are also subject to that agency's regulations. In addition to the impact of
regulation, commercial banks are affected significantly by the actions of the
Federal Reserve Board as it attempts to control the money supply and credit
availability to influence the economy.
As a bank holding company, we are also subject to regulation under the Bank
Holding Company Act of 1956 (the "BHCA"), and to the BHCA's examination and
reporting requirements. Under the BHCA, bank holding companies generally may
not acquire direct or indirect ownership or control of more than five percent
of the voting shares or substantially all of the assets of any company, in-
cluding a bank, without the prior approval of the Federal Reserve Board. In
addition, bank holding companies are prohibited under the BHCA from engaging
in nonbanking activities other than those that the Federal Reserve Board has
determined are closely related to banking.
Interstate Banking
Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994 (the "Interstate Banking and Branching Act"), a bank holding company
may acquire banks in states other than its home state without regard to the
permissibility of such acquisitions under state law, but is subject to any
state requirement that the banks have been organized and operating for a mini-
mum period of time, not to exceed five years, and the requirement that the
bank holding company, before or after the proposed acquisition, controls no
more than 10 percent of the total amount of deposits of insured depository in-
stitutions in the United States and no more than 30 percent, or such lesser or
greater amount set by state law, of such deposits in that state.
The Interstate Banking and Branching Act also authorizes, subject to cer-
tain restrictions, banks to merge across state lines and to create interstate
branches. The Interstate Banking and Branching Act also permits a bank to open
new branches in a state in which it does not already have banking operations
if the state enacts a law permitting such branching. To the extent permitted
under these laws, we plan to consolidate our banking subsidiaries, other than
our limited purpose credit card bank, into a single bank. As of July 23, 1999,
we operate one interstate bank, Bank of America, N.A., headquartered in Char-
lotte, North Carolina, with domestic offices primarily in Arizona, Arkansas,
California, Florida, Georgia, Idaho, Illinois, Iowa, Kansas, Maryland, Missou-
ri, Nevada, New Mexico, North Carolina, Oklahoma, Oregon, South Carolina, Ten-
nessee, Texas, Virginia, Washington and the District of Columbia. We also op-
erate separate banks in Arizona and California. In addition, we have a federal
savings bank headquartered in Portland, Oregon with branch offices in several
states. As previously described, we regularly evaluate merger and acquisition
opportunities and anticipate that we will continue that practice.
Capital and Operational Requirements
The Federal Reserve Board, the Comptroller and the FDIC have issued sub-
stantially similar risk-based and leverage capital guidelines applicable to
United States banking organizations. In addition, these regulatory agencies
may from time to time require that a banking organization
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<PAGE>
maintain capital above the minimum levels, based on its financial condition or
actual or anticipated growth. The Federal Reserve Board risk-based guidelines
define a three-tier capital framework. Tier 1 capital consists of common and
qualifying preferred shareholders' equity, less certain intangibles and other
adjustments. Tier 2 capital consists of preferred stock not qualifying as Tier
1 capital, subordinated and other qualifying debt and the allowance for credit
losses up to 1.25 percent of risk weighted assets. Tier 3 capital includes sub-
ordinated debt that is unsecured, fully paid, has an original maturity of at
least two years, is not redeemable before maturity without the prior approval
by the Federal Reserve and includes a lock-in clause precluding payment of ei-
ther interest or principal if the payment would cause the issuing bank's risk-
based capital ratio to fall or remain below the required minimum. The sum of
Tier 1 and Tier 2 capital less investments in unconsolidated subsidiaries rep-
resents qualifying total capital, at least 50 percent of which must consist of
Tier 1 capital. Risk-based capital ratios are calculated by dividing Tier 1 and
total capital by risk-weighted assets. Assets and off-balance sheet exposures
are assigned to one of four categories of risk-weights, based primarily on rel-
ative credit risk. The minimum Tier 1 capital ratio is 4 percent and the mini-
mum total capital ratio is 8 percent. Our Tier 1 and total risk-based capital
ratios under these guidelines at March 31, 1999 were 7.40 percent and 11.17
percent, respectively. At March 31, 1999, we did not have any subordinated debt
that qualified as Tier 3 capital.
The leverage ratio is determined by dividing Tier 1 capital by adjusted
quarterly average total assets. Although the stated minimum ratio is 3 percent,
most banking organizations are required to maintain ratios of at least 100 to
200 basis points above 3 percent. Our leverage ratio at March 31, 1999 was 6.47
percent. We believe that we meet the leverage ratio requirement.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, identifies five capital categories for insured
depository institutions (well capitalized, adequately capitalized, undercapi-
talized, significantly undercapitalized and critically undercapitalized) and
requires the respective Federal bank regulatory agencies to implement systems
for "prompt corrective action" for insured depository institutions that do not
meet minimum capital requirements within such categories. This act imposes pro-
gressively more constraints on operations, management and capital distribu-
tions, depending on the category in which an institution is classified. Failure
to meet the capital guidelines could also subject a banking institution to cap-
ital raising requirements. In addition, this act requires the various regula-
tory agencies to prescribe certain non-capital standards for safety and sound-
ness relating generally to operations and management, asset quality and execu-
tive compensation and permits regulatory action against a financial institution
that does not meet such standards.
Banking regulatory agencies have adopted regulations that define the five
capital categories identified by this act, using the total risk-based capital,
Tier 1 risk-based capital and leverage capital ratios as the relevant capital
measures. Under those regulations, a "well capitalized" institution must have a
Tier 1 capital ratio of at least 6 percent, a total capital ratio of at least
10 percent and a leverage ratio of at least 5 percent and not be subject to a
capital directive order. Under these guidelines, our banks are considered well
capitalized.
Banking agencies have also adopted final regulations which mandate that reg-
ulators take into consideration (a) concentrations of credit risk; (b) interest
rate risk (when the interest rate sensitivity of an institution's assets does
not match the sensitivity of its liabilities or its off-balance-sheet posi-
tion); (c) risks from non-traditional activities, as well as an institution's
ability to manage those risks; and (d) market risk in connection with trading
activity, when determining the adequacy of an institution's capital. That eval-
uation will be made as a part of the institution's regular safety and soundness
examination.
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<PAGE>
Dividends
Our funds for cash dividends to stockholders are derived from a variety of
sources, including cash and temporary investments. The primary source of such
funds, however, is dividends received from our banks. Those subsidiaries are
subject to various regulatory policies and requirements relating to the payment
of dividends, including requirements to maintain capital above regulatory mini-
mums. The appropriate federal regulatory authority is authorized to determine
under certain circumstances relating to the financial condition of the bank or
bank holding company that the payment of dividends would be an unsafe or un-
sound practice and to prohibit payment. The ability to pay dividends also may
be affected by the various minimum capital requirements and the capital and
non-capital standards established under FDICIA. Our rights, and the rights of
our stockholders and creditors, to participate in any distribution of the as-
sets or earnings of our banks is further subject to the prior claims of credi-
tors of those entities.
Source of Strength
According to Federal Reserve Board policy, a bank holding company is ex-
pected to act as a source of financial strength to its subsidiary banks and to
commit resources to support its subsidiary banks. This support may be required
at times when we are not able to provide such support. Similarly, the cross-
guaranty provisions of the Federal Deposit Insurance Act provides that if the
FDIC suffers or anticipates a loss as a result of a default by one of our bank-
ing or thrift subsidiaries or by providing assistance to a subsidiary in danger
of default, then the other bank or thrift subsidiaries may be assessed for the
FDIC's loss.
Changes in Regulations
Proposals to change the laws and regulations governing the banking industry
are frequently introduced in Congress, in the state legislatures and before the
various bank regulatory agencies. At the present time, Congress is considering
legislation that would increase the permissible scope of securities and insur-
ance activities in which a bank holding company or its affiliates may engage.
We cannot determine the likelihood and timing of any such proposals or legisla-
tion and the impact they might have on us and our subsidiaries.
PLAN OF DISTRIBUTION
We may sell securities to or through underwriters or dealers, through agents
or directly to other purchasers. The underwriters, dealers or agents may be
Banc of America Securities LLC or any of our other affiliates. Each prospectus
supplement will state the terms of the securities to be offered, including the
names of any underwriters or agents, the public offering or purchase price of
the securities and the net proceeds we will receive from the sale, any under-
writing discounts and other items constituting underwriters' compensation, any
discounts and commissions allowed or paid to dealers, any commissions allowed
or paid to agents, and if the securities will be listed on a securities ex-
change or exchanges, the identity of any exchange.
Securities may be purchased to be reoffered to the public through underwrit-
ing syndicates led by one or more managing underwriters, or through one or more
underwriters acting alone. The underwriters may acquire the securities for
their own account and may resell the securities from time to time in one or
more transactions, including negotiated transactions, at a fixed public offer-
ing price or varying prices determined at the time of sale. If an underwriting
syndicate is used, we will list the managing underwriter or underwriters on the
cover page of the prospectus supplement. Unless otherwise stated in the pro-
spectus supplement, the obligations of the underwriters to purchase the securi-
ties will be subject to certain conditions and each of the underwriters will be
obligated to purchase all of its securities if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
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<PAGE>
We may offer and sell securities through agents from time to time. We will
name any agent involved in the offer and sale of any securities and describe
any commissions payable by us to the agent in the prospectus supplement. Un-
less otherwise indicated in the prospectus supplement, the agent will be act-
ing on a best efforts basis during the appointment period.
We may sell directly to, and solicit offers from, institutional investors
or others who may be deemed to be underwriters as defined in the Securities
Act of 1933 (the "Securities Act") for any resale of the securities. We will
describe the terms of any such sales in the prospectus supplement.
Securities may be sold in connection with a remarketing after their pur-
chase by one or more firms including our affiliates, acting as principal for
their accounts or as our agent.
We may authorize underwriters, dealers or agents to solicit offers by cer-
tain institutions to purchase debt securities from us pursuant to delayed de-
livery contracts providing for payment and delivery at a future date. The type
of security, the amount, the price and other significant terms of such delayed
delivery contracts will be described in the prospectus supplement. Institu-
tions that may be solicited include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable in-
stitutions and others, all as approved by us. The obligations of any purchaser
under any such contract will not be subject to any conditions except that (1)
the purchase of the debt securities will not at the time of delivery be pro-
hibited under the laws of the jurisdiction to which the purchaser is subject,
and (2) if the debt securities are also being sold to underwriters acting as
principals for their own account, the underwriters must have purchased the
debt securities not sold for delayed delivery. The underwriters and other such
persons will not have any responsibility for the validity or performance of
such contracts.
Any underwriter or agent participating in the distribution of the securi-
ties may be considered to be an underwriter, as that term is defined in the
Securities Act, of the securities being offered and sold. Any discounts or
commissions received by them from us and any profit realized by them on the
sale or resale of the securities may be considered to be underwriting dis-
counts and commissions under the Securities Act.
To facilitate offering the securities, the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the se-
curities or any other securities the prices of which may be used to determine
payments on such securities. Specifically, the underwriters may overallot in
connection with the offering, creating a short position in the securities for
their own accounts. In addition, to cover overallotments or to stabilize the
price of the securities or of any other securities, the underwriters may bid
for, and purchase, the securities or any other securities in the open market.
Finally, in any offering of the securities through a syndicate of underwrit-
ers, the underwriting syndicate may reclaim selling concessions allowed to an
underwriter or a dealer for distributing the securities in the offering if the
syndicate repurchases previously distributed securities in transactions to
cover syndicate short positions, in stabilization transactions or otherwise.
Any of these activities may stabilize or maintain the market price of the se-
curities above independent market levels. The underwriters are not required to
engage in these activities, and may end any of these activities at any time.
Since any series of securities offered and sold pursuant to this prospectus
may be a new issue with no established trading market, there may not be a
liquid trading market for the security.
Under agreements entered into with us, underwriters and agents may be enti-
tled to indemnification by us against certain civil liabilities, including li-
abilities under the Securities Act, or to contribution for payments the under-
writers or agents may be required to make.
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Banc of America Securities LLC is a broker-dealer and one of our subsidiar-
ies. Each initial offering and any remarketing of securities involving Banc of
America Securities LLC or any of our other affiliates will be conducted in com-
pliance with the requirements of Rule 2720 of the Conduct Rules of the National
Association of Securities Dealers, Inc. regarding the offer and sale of securi-
ties of an affiliate. Following the initial distribution of securities, our af-
filiates, including Banc of America Securities LLC, may buy and sell the secu-
rities in secondary market transactions as part of their business as a broker-
dealer. Any sale will be at negotiated prices relating to prevailing prices at
the time of sale. This prospectus and related prospectus supplements may be
used by one or more of our affiliates in connection with offers and sales re-
lated to secondary market transactions in the securities to the extent permit-
ted by applicable law. Any of our affiliates may act as principal or agent in
such transactions. Banc of America Securities LLC will not execute a transac-
tion in the securities in a discretionary account without specific prior writ-
ten approval of that customer.
DESCRIPTION OF DEBT SECURITIES
We will issue any senior debt securities under an Indenture dated as of Jan-
uary 1, 1995 (the "Senior Indenture") between us and U.S. Bank Trust National
Association, as successor Trustee to BankAmerica National Trust Company (the
"Senior Trustee"). We will issue any subordinated debt securities under an In-
denture dated as of January 1, 1995 (the "Subordinated Indenture") between us
and The Bank of New York, Trustee (the "Subordinated Trustee"). We refer to the
Senior Indenture and the Subordinated Indenture collectively as the "Inden-
tures" and the Senior Trustee and Subordinated Trustee collectively as the
"Trustees."
The following summaries of certain significant provisions of the Indentures
are not complete and are qualified in their entirety by the provisions of the
applicable Indentures, which are exhibits to the Registration Statement and are
incorporated herein by reference. Whenever defined terms are used, but not de-
fined in this prospectus, the terms have the meanings given to them in the In-
dentures.
General
The total amount of securities that may be offered and sold using this pro-
spectus is limited to the aggregate initial offering price of the securities
registered under the Registration Statement. Neither Indenture limits the
amount of debt securities that may be issued.
Debt securities are our direct unsecured obligations and are not obligations
of our subsidiaries. The senior debt securities of each series rank equally
with all of our other unsecured senior debt. The subordinated debt securities
of each series are subordinate and junior in right of payment to our Senior In-
debtedness.
We will issue the debt securities in fully registered form without coupons.
The debt securities may be denominated in U.S. dollars or in another currency
or currency unit. Any debt securities that are denominated in U.S. dollars will
be issued in denominations of $1,000 or a multiple thereof unless otherwise
provided in the prospectus supplement. If any of the debt securities are denom-
inated in a foreign currency or currency unit, or if principal or any premium
or interest on any of the debt securities is payable in any foreign currency or
currency unit, the authorized denominations, as well as any investment consid-
erations, restrictions, tax consequences, specific terms and other information
relating to such issue of debt securities and such foreign currency or currency
unit, will be stated in the prospectus supplement.
We may issue debt securities in one or more series with the same or differ-
ent maturities. We may issue debt securities which provide for an amount less
than the stated principal amount to be paid upon an acceleration of its matu-
rity (each an "Original Issue Discount Security"). Original Issue Discount Se-
curities may bear no interest or may bear interest at a rate which at the
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time of issuance is below market rates and will be sold at a discount below
their stated principal amount. Certain debt securities may be deemed to be is-
sued with original issue discount for United States Federal income tax purpos-
es. If we issue debt securities with original issue discount, we will discuss
the Federal tax implications in the prospectus supplement.
Each prospectus supplement will describe the terms of any debt securities we
issue. The terms may include:
. the title and type of the debt securities;
. any limit on the aggregate principal amount of the debt securities;
. the person to whom interest is payable if other than the owner of the
debt securities;
. the date or dates on which the principal of the debt securities will be
payable;
. the interest rate or rates, which may be fixed or variable, and the
method used to calculate that interest;
. the interest payment dates, the regular record dates for the interest
payment date, and the date interest will begin to accrue;
. the place or places where payments may be made on the debt securities
and the place or places where the debt securities may be presented for
registration of transfer or exchange;
. any date or dates after which the debt securities may be redeemed or
purchased in whole or in part at our option or the option of the note-
holder pursuant to any sinking fund or other redemption provision and
the periods, prices, terms and conditions of such redemption or pur-
chase;
. if other than the full principal amount, the portion of the principal
amount of the debt securities that will be payable upon declaration or
acceleration of the maturity;
. the currency of principal and any premium and interest payments on the
debt securities, if other than U.S. currency;
. any index used to determine the amount of principal, premium and inter-
est payments on the debt securities;
. if the debt securities will be issued in other than book-entry form;
. the identification or method of selecting any interest rate calculation
agents, exchange rate calculation agents or any other agents for the
debt securities;
. if either the defeasance (Section 14.02) or covenant defeasance (Section
14.03) sections of the Indentures are not applicable to the debt securi-
ties; and
. any provision relating to the extension or renewal of the maturity date
of the debt securities.
Our ability to make payments of principal and any premium and interest on
the debt securities may be affected by the ability of our bank and nonbank sub-
sidiaries to pay dividends. Their ability, as well as our ability, to pay divi-
dends in the future is and could be influenced by bank regulatory requirements
and capital guidelines. See "Regulatory Matters."
Neither Indenture contains provisions protecting noteholders against a de-
cline in credit quality resulting from takeovers, recapitalizations, the
incurrence of additional indebtedness or our restructuring. If our credit qual-
ity declines as a result of such an event, or otherwise, the ratings of any
debt securities then outstanding may be withdrawn or downgraded.
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Reopenings
We have the ability to "reopen," or later increase, the principal amount of
a series of debt securities offered and sold by us without notice to the note-
holders by selling additional debt securities with the same terms.
Conversion
We may issue debt securities that are convertible, at either our or the
noteholder's option, into our preferred stock, depositary shares, common stock
or other debt securities. If this is the case, the prospectus supplement will
describe that conversion ability and its terms such as:
. the periods during which conversion may be elected;
. the conversion price payable and the number of shares or amount of pre-
ferred stock, depositary shares, common stock or other debt securities
that may be purchased upon conversion, and any adjustment provisions;
and
. the procedures for electing conversion.
Exchange, Registration and Transfer
Subject to the terms of the applicable Indenture, debt securities of any se-
ries, other than debt securities issued in book-entry form, may be exchanged at
the option of the noteholder for other debt securities of the same series and
of an equal aggregate principal amount and type in any authorized denomina-
tions.
Debt securities may be presented for registration of transfer at the office
of the security registrar or at the office of any transfer agent designated and
maintained by us. The prospectus supplement will include the name of the trans-
fer agent. The security registrar or transfer agent will make the transfer or
registration only if it is satisfied with the documents of title and identity
of the person making the request. There will not be a service charge for any
exchange or registration of transfer of debt securities, but we may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with the exchange. At any time we may change
transfer agents or approve a change in the location through which any transfer
agent acts, except that we will be required to maintain a transfer agent in
each place of payment for the series. At any time, we may designate additional
transfer agents for any series of debt securities.
We will not be required to (1) issue, exchange or register the transfer of
any debt security of any series to be redeemed for a period of 15 days after
the selection of the debt securities to be redeemed; or (2) exchange or regis-
ter the transfer of any debt security that was selected, called or is being
called for redemption, except the unredeemed portion of any debt security being
redeemed in part.
For a discussion of restrictions on the exchange, registration and transfer
of Global Securities, see "Registration and Settlement."
Payment and Paying Agents
The principal and any premium and interest on debt securities will be paid
at the offices of the paying agents we may designate from time to time. In ad-
dition, at our option, payment of any interest may be made by check mailed to
the address of the noteholder as recorded in the security register. Interest on
a debt security on any interest payment date generally will be paid to the per-
son in whose name the debt security is registered at the close of business on
the regular record date for that payment. For a discussion of payment of prin-
cipal, premium or interest on Global Securities, see "Registration and Settle-
ment."
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We have initially designated the principal corporate trust offices of the
Trustees in the City of New York as the places where the debt securities may be
presented for payment. At any time we may change paying agents or the desig-
nated payment office. Any other paying agents for the debt securities of each
series will be named in the prospectus supplement.
Subordination
The subordinated debt securities will be subordinated in right of payment to
all our Senior Indebtedness. The Subordinated Indenture defines "Senior Indebt-
edness" as any indebtedness for money borrowed, including all of our indebted-
ness for borrowed and purchased money, all of our obligations arising from off-
balance sheet guarantees and direct credit substitutes, and our obligations as-
sociated with derivative products such as interest and foreign exchange rate
contracts and commodity contracts, that were outstanding on the date we exe-
cuted the Subordinated Indenture, or were created, incurred or assumed after
that date and all deferrals, renewals, extensions and refundings of that in-
debtedness or obligations unless the instrument creating or evidencing the in-
debtedness provides that the indebtedness is subordinate in right of payment to
any of our other indebtedness. Each prospectus supplement for a series of sub-
ordinated debt securities will indicate the aggregate amount of our Senior In-
debtedness outstanding at that time and any limitation on the issuance of addi-
tional Senior Indebtedness.
If there is a default or event of default on any Senior Indebtedness that is
not remedied and we and the Subordinated Trustee receive notice of this from
the holders of at least 10% in principal amount of any kind or category of any
Senior Indebtedness or if the Subordinated Trustee receives notice from us, we
will not be able to make any principal, premium or interest payments on the
subordinated debt securities or repurchase our subordinated debt securities.
If we repay any subordinated debt security before the required date or in
connection with a distribution of our assets to creditors pursuant to a disso-
lution, winding up, liquidation or reorganization, any principal, premium or
interest will be paid to holders of Senior Indebtedness before any holders of
Subordinated Indebtedness are paid. In addition, if such amounts were previ-
ously paid to the holders of Subordinated Debt or the Subordinated Trustee, the
holders of Senior Debt shall have first rights to such amounts previously paid.
Until all Senior Indebtedness is paid in full, the holders of subordinated
debt securities will be subrogated to the rights of the holders of Senior In-
debtedness to receive payments or distributions of our assets.
Sale or Issuance of Capital Stock of Banks
The Senior Indenture prohibits the issuance, sale or other disposition of
capital stock, or securities convertible into or options, warrants or rights to
acquire capital stock, of any Principal Subsidiary Bank (as defined below) or
of any subsidiary which owns shares of capital stock, or securities convertible
into or options, warrants or rights to acquire capital stock, of any Principal
Subsidiary Bank, with the following exceptions:
. sales of directors' qualifying shares;
. sales or other dispositions for fair market value, if, after giving ef-
fect to the disposition and to conversion of any shares or securities
convertible into capital stock of a Principal Subsidiary Bank, we would
own at least 80% of each class of the capital stock of such Principal
Subsidiary Bank;
. sales or other dispositions made in compliance with an order of a court
or regulatory authority of competent jurisdiction;
. any sale by a Principal Subsidiary Bank of additional shares of its capi-
tal stock, securities convertible into shares of its capital stock, or
options, warrants or rights to subscribe for
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or purchase shares of its capital stock, to its shareholders at any
price, so long as before such sale we owned, directly or indirectly, se-
curities of the same class and immediately after the sale, we owned, di-
rectly or indirectly, at least as great a percentage of each class of se-
curities of the Principal Subsidiary Bank as we owned before such sale of
additional securities; and
. any issuance of shares of capital stock, or securities convertible into
or options, warrants or rights to subscribe for or purchase shares of
capital stock, of a Principal Subsidiary Bank or any subsidiary which
owns shares of capital stock, or securities convertible into or options,
warrants or rights to acquire capital stock, of any Principal Subsidiary
Bank, to us or our wholly owned subsidiary.
A Principal Subsidiary Bank is defined in the Senior Indenture as any Bank
with total assets equal to more than 10% of our total consolidated assets. At
present, Bank of America, N.A. is our only Principal Subsidiary Bank.
Waiver of Covenants
The holders of a majority in principal amount of the debt securities of all
series affected that are outstanding under the Indenture may waive compliance
with certain covenants or conditions of the Indentures.
Modification of the Indentures
We and the applicable Trustee may modify the Indenture with the consent of
the holders of at least 66 2/3% of the aggregate principal amount of the debt
securities of all series at the time outstanding under that Indenture and af-
fected thereby, voting as one class. However, no modification will extend the
fixed maturity of, reduce the principal amount or redemption premium of, or re-
duce the rate of or extend the time of payment of interest on, any debt secu-
rity without the consent of each noteholder. No modification will reduce the
percentage of debt securities which is required to consent to modification
without the consent of all holders of the debt securities outstanding.
In addition, we and the Trustee may execute supplemental indentures in cer-
tain limited circumstances without the consent of any holders of outstanding
debt securities.
In determining whether the holders of the required principal amount of the
debt securities outstanding have given any request, demand, authorization, di-
rection, notice, consent or waiver thereunder, (a) the principal amount of an
Original Issue Discount Security that will be deemed to be outstanding will be
the amount of the principal thereof that would be due and payable at such time
upon an event of default, and (b) the principal amount of a debt security de-
nominated in a foreign currency or currency unit will be the U.S. dollar equiv-
alent on the date of original issuance of the debt security.
Meetings and Action by Securityholders
The Trustee may call a meeting in its discretion or upon request by us or
the holders of at least 10% in principal amount of the debt securities out-
standing of such series upon the giving of notice. If a meeting of noteholders
is duly held, any resolution raised or decision taken will be binding on all
holders of debt securities of that series.
Defaults and Rights of Acceleration
The Subordinated Indenture defines an event of default as our bankruptcy un-
der Federal bankruptcy laws. The Senior Indenture defines an event of default
as any one of the following events:
. our failure to pay principal or premium when due on any securities of a
series;
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. our failure to pay interest on any securities of a series, within 30 days
after the interest becomes due;
. our breach of any of our other covenants contained in the senior debt
securities or the Senior Indenture, that is not cured within 90 days
after written notice to us by the Senior Trustee, or to us and the Senior
Trustee by the holders of at least 25% in principal amount of all senior
debt securities then outstanding under the Senior Indenture and affected
thereby; and
. certain events involving our bankruptcy, insolvency or liquidation.
If an event of default occurs and is continuing, either the Trustee or the
holders of 25% in principal amount of the outstanding debt securities of that
series may declare the principal amount or, if the debt securities are Origi-
nal Issue Discount Debt Securities, a specified portion of the principal
amount of all debt securities of that series to be due and payable immediate-
ly. The holders of a majority in principal amount of the debt securities then
outstanding or of such series affected may annul the declaration of an event
of default and waive past defaults.
Payment of principal of the subordinated debt securities may not be accel-
erated in the case of a default in the payment of principal or any premium or
interest or the performance of any of our other covenants.
Collection of Indebtedness
If we fail to pay principal or premium on the debt securities or if we are
over 30 days late on an interest payment on the debt securities, the appropri-
ate Trustee can demand that we pay to it, for the benefit of the noteholders,
the amount which is due and payable on the debt securities including any in-
terest incurred because of our failure to make that payment. If we fail to pay
the required amount on demand, the Trustee may take appropriate action, in-
cluding instituting judicial proceedings. Further, the noteholder may also in-
stitute suit to enforce our obligation to make payment of principal, premium
or interest due on any debt security regardless of the actions taken by the
Trustee.
The holders of a majority in principal amount of the debt securities then
outstanding under an Indenture may direct the time, method and place of con-
ducting any proceeding for any remedy available to the Trustee under that In-
denture but the Trustee will be entitled to receive from the holders reason-
able indemnity against expenses and liabilities.
Periodically, we are required to file with the Trustees a certificate stat-
ing that we are not in default with any of the terms of the Indentures.
Notices
We will provide noteholders any required notices by first-class mail to the
addresses of the holders as they appear in the security register.
Concerning the Trustees
We and our subsidiaries have from time to time maintained deposit accounts
and conducted other banking transactions with The Bank of New York and U.S.
Bank Trust National Association, and their affiliated entities in the ordinary
course of business. Each of the Trustees also serves as trustee for certain
series of our outstanding indebtedness under other indentures.
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WARRANTS
Description of Debt Warrants
We may issue warrants to purchase debt securities ("Debt Warrants"). Debt
Warrants may be issued independently or together with any of our other securi-
ties and may be attached to or separate from such securities. Debt Warrants
will be issued under warrant agreements with a warrant agent designated in the
prospectus supplement. The following summary of provisions of the warrant
agreement and form of Debt Warrant is not complete and is subject to, and is
qualified in its entirety by reference to, all the provisions of the warrant
agreement and the Debt Warrant. Any warrant agreement will be filed as an ex-
hibit to or incorporated by reference in the Registration Statement.
If Debt Warrants are offered, the prospectus supplement will describe the
terms of the Debt Warrants and the warrant agreement relating to the Debt War-
rants, including the following:
. the offering price;
. the designation, aggregate principal amount and terms of the debt securi-
ties purchasable upon exercise of the Debt Warrants;
. the currency or currency unit in which the price for the Debt Warrants
may be payable;
. if applicable, the designation and terms of the securities with which the
Debt Warrants are issued and the number of Debt Warrants issued with each
such security;
. if applicable, the date on and after which the Debt Warrants and the re-
lated securities will be separately transferable;
. the principal amount of debt securities purchasable upon exercise of a
Debt Warrant and the price at which, and currency or currency units based
on or relating to currencies in which, the principal amount of debt secu-
rities may be purchased upon such exercise;
. the dates the right to exercise the Debt Warrants will commence and ex-
pire and if the Debt Warrants are not continuously exercisable any dates
the Debt Warrants are not exercisable;
. if applicable, a discussion of certain Federal income tax consequences;
. whether the Debt Warrants or related securities will be listed on any se-
curities exchange;
. whether the Debt Warrants will be issued in global or definitive form;
and
. the warrant agent.
Description of Universal Warrants
We may issue warrants ("Universal Warrants") to buy or sell securities of an
entity unaffiliated with us, to buy a basket of such securities, to buy an in-
dex or indices of securities or any combination of those securities, to buy or
sell currencies or currency units, or to buy and sell commodities (collective-
ly, the "Exercise Items").
Universal Warrants may be issued independently or together with other secu-
rities offered by any prospectus supplement and may be attached to or separate
from the other securities. The Universal Warrants will be issued under warrant
agreements we will enter into with a warrant agent who will be designated in
the prospectus supplement. The following summary of certain provisions of the
form of Universal Warrant agreement and the Universal Warrants is not complete
and is subject to, and is qualified in its entirety by reference to, all the
provisions of the Universal Warrant agreement. Any Universal Warrant agreement
will be filed as an exhibit to or incorporated by reference in the registration
statement.
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If Universal Warrants are offered, the prospectus supplement will describe
the terms of the Universal Warrants and the warrant agreement, including the
following:
. the offering price;
. the title and aggregate number of such Universal Warrants;
. the nature and amount of the Exercise Items that such Universal Warrants
represent the right to buy or sell;
. whether the Universal Warrants are put warrants or call warrants;
. the price at which the Exercise Item may be purchased or sold and the
procedures and conditions relating to exercise;
. whether the exercise price or the Universal Warrant may be paid in cash
or by exchange of the Exercise Item or both;
. the dates the right to exercise the Universal Warrants will commence and
expire;
. if applicable, a discussion of certain Federal income tax consequences;
. whether the Universal Warrants or related securities will be listed on
any securities exchange;
. whether the Universal Warrants will be issued in global or definitive
form;
. the warrant agent; and
. any other terms of the Universal Warrants.
Modification
We and the warrant agent may amend the terms of any warrant agreement and
the warrants without the consent of the holders for the purpose of curing any
ambiguity or correcting any inconsistent provision therein or in any other man-
ner we deem necessary or desirable and which will not adversely affect the in-
terests of the holders in any respect. In addition, we may amend the warrant
agreement and the terms of the warrants with the consent of the owners of a ma-
jority of the outstanding unexercised warrants affected. However, any modifica-
tion to the warrants cannot change the exercise price, reduce the amounts re-
ceivable upon exercise cancellation or expiration, shorten the time period dur-
ing which the warrants may be exercised or otherwise materially and adversely
affect the rights of the owners of the warrants or reduce the percentage of
outstanding warrants required to modify or amend the warrant agreement or the
terms of the warrants, without the consent of the affected owners.
Enforceability of Rights of Warrantholders; Governing Law
The warrant agent will act solely as our agent and will not assume any obli-
gation or relationship of agency or trust with the holders of the Warrants. Any
record holder or beneficial owner of a warrant may, without anyone else's con-
sent, enforce by appropriate legal action, on its own behalf, its right to ex-
ercise the warrant in the manner provided therein or in the warrant agreement.
A warrantholder will not be entitled to any of the rights of a holder of the
debt securities or other securities purchasable upon the exercise of the war-
rant before exercising the warrant.
Unsecured Obligations
The warrants are our unsecured contractual obligations and will rank equally
with all of our other unsecured contractual obligations and our unsecured and
unsubordinated debt. Since most of our assets are owned by our subsidiaries,
our rights and the rights of our creditors, including warrantholders, to par-
ticipate in the distribution of assets of any subsidiary upon that subsidiary's
liquidation or recapitalization will be subject to the prior claims of that
subsidiary's creditors.
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DESCRIPTION OF UNITS
Units will consist of one or more warrants and debt securities or any com-
bination thereof. If Units are offered, the prospectus supplement will de-
scribe the terms of the Units, including the following:
. all terms of Units and of the warrants and debt securities, or any combi-
nation thereof, comprising the Units, including whether and under what
circumstances the securities comprising the Units may or may not be
traded separately;
. a description of the terms of any agreement to be entered into between us
and a bank or trust company as unit agent governing the Units; and
. a description of the provisions for the payment, settlement, transfer or
exchange of the Units.
DESCRIPTION OF PREFERRED STOCK
General
We have 100,000,000 shares of preferred stock authorized and may issue such
preferred stock in one or more series, each with such preferences, designa-
tions, limitations, conversion rights and other rights as we may determine. We
have designated:
(a) 3,000,000 shares of ESOP Convertible Preferred Stock, Series C (the
"ESOP Preferred Stock") of which 1,887,729 shares were issued and outstanding
at March 31, 1999;
(b) 35,045 shares of 7% Cumulative Redeemable Preferred Stock, Series B
(the "Series B Preferred Stock"), of which 8,771 shares were issued and out-
standing at March 31, 1999; and
(c) 20,000,000 shares of $2.50 Cumulative Convertible Preferred Stock
Series BB (the "Series BB Preferred Stock"), of which 5,539 shares were issued
and outstanding at March 31, 1999.
The Preferred Stock
General. Any preferred stock sold pursuant to this prospectus will have the
general dividend, voting and liquidation preference rights stated below unless
otherwise provided in the prospectus supplement. Reference is made to the pro-
spectus supplement for specific terms, including, where applicable:
. the title and stated value of the preferred stock;
. the aggregate number of shares of preferred stock offered;
. the price at which the preferred stock will be issued;
. the dividend rates or method of calculation, the dividend period and the
dates dividends will be payable;
. whether dividends will be cumulative or noncumulative, and if cumulative,
the date the dividends will begin to cumulate;
. the dates the preferred stock will be subject to redemption at our op-
tion, and any redemption terms;
. any mandatory redemption or sinking fund provisions;
. any rights on the part of the stockholder or us to convert the preferred
stock into shares of another security; and
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. any additional voting, liquidation, preemptive and other rights, prefer-
ences, privileges, limitations and restrictions.
The description of certain provisions of the preferred stock stated below
and in the prospectus supplement is not complete and is qualified in its en-
tirety by reference to the description in our Amended and Restated Certificate
of Incorporation, which will describe the terms of the offered preferred stock
and be filed with the SEC at or before the time of sale of that preferred
stock.
In addition, we may elect to offer depositary shares evidenced by depository
receipts representing a fractional interest in a share of a particular series
of the preferred stock issued and deposited with a Depositary.
The preferred stock ranks senior to our common stock as to the payment of
dividends and the distribution of our assets on liquidation, dissolution and
winding up. The dividend and liquidation preference rights of the preferred
stock relative to any existing or future series of our preferred stock will be
stated in the prospectus supplement.
The preferred stock, when issued, will be fully paid and nonassessable.
Dividends. The holders of the preferred stock will be entitled to receive
when, as and if declared by us, cash dividends at such rates as will be speci-
fied in the prospectus supplement. All dividends will be paid out of our funds
that are legally available for such purpose. We will not pay dividends on our
other shares nor will we redeem or otherwise acquire for any other considera-
tion or pay into any sinking fund if dividends on any series of preferred stock
are in arrears.
Voting. The holders of preferred stock will not have voting rights, except
as required by applicable law or as specifically approved by us and described
in the prospectus supplement, with regard to matters submitted to a general
vote of our stockholders.
Liquidation Preference. In the event of our voluntary or involuntary liqui-
dation, dissolution or winding up, the holders of any series of preferred stock
will be entitled to receive, after distributions to holders of any series or
class of our capital stock, as may be stated in the prospectus supplement, an
amount equal to the appropriate stated or liquidation value of the shares of
the series plus an amount equal to accrued and unpaid dividends, if any,
through the date of the payment. If the assets and funds to be distributed
among the holders of such preferred stock will be insufficient to permit the
payment to such holders of the full amount due, then the holders of the pre-
ferred stock will share ratably in any distribution of our assets in proportion
to the amounts which otherwise would be payable on the shares held by them upon
the distribution if all amounts payable on the shares were paid in full.
The following summary of the ESOP Preferred Stock, Series B Preferred Stock
and Series BB Preferred Stock is qualified in its entirety by reference to the
description of these securities contained in our Amended and Restated Certifi-
cate of Incorporation.
ESOP Preferred Stock
All shares of ESOP Preferred Stock are held by the trustee under the
NationsBank Corporation Retirement Savings Plan (the "ESOP"). The ESOP Pre-
ferred Stock ranks senior to our common stock, but ranks junior to the Series B
Preferred Stock and Series BB Preferred Stock as to dividends and distribution
on liquidation. Shares of the ESOP Preferred Stock are convertible into common
stock at a conversion rate of 1.68 shares of common stock per share of ESOP
Preferred Stock, subject to certain customary anti-dilution adjustments.
Preferential Rights. The ESOP Preferred Stock does not have preemptive or
preferential rights to purchase or subscribe for shares of our capital stock of
any class and is not subject to
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any sinking fund obligations or other obligations to repurchase or retire the
series, except as discussed below.
Dividends. The ESOP Preferred Stock is entitled to an annual dividend, sub-
ject to certain adjustments, of $3.30 per share, payable semiannually. Unpaid
dividends accumulate on the date they first became payable, without interest.
While any shares of ESOP Preferred Stock are outstanding, we may not declare,
pay or set apart for payment any dividend on any other series of stock ranking
equally with the ESOP Preferred Stock as to dividends unless declared and
paid, or set apart for payment like dividends on the ESOP Preferred Stock for
all dividend payment periods ending on or before the dividend payment date for
such parity stock, ratably in proportion to their respective amounts of accu-
mulated and unpaid dividends. We generally may not declare, pay or set apart
for payment any dividends, except for, among other things, dividends payable
solely in shares of stock ranking junior to the ESOP Preferred Stock as to
dividends or upon liquidation, or, make any other distribution on, or make
payment on account of the purchase, redemption or other retirement of, any
other class or series of our capital stock ranking junior to the ESOP Pre-
ferred stock as to dividends or upon liquidation, until full cumulative divi-
dends on the ESOP Preferred Stock have been declared and paid or set apart for
payment when due.
Voting Rights. The holder of the ESOP Preferred Stock is entitled to vote
on all matters submitted to a vote of the holders of common stock and votes
together with the holders of common stock as one class. Except as otherwise
required by applicable law, the holder of the ESOP Preferred Stock has no spe-
cial voting rights. To the extent that the holder of the shares is entitled to
vote, each share is entitled to the number of votes equal to the number of
shares of common stock into which the shares of ESOP Preferred Stock could be
converted on the record date for determining the stockholders entitled to
vote, rounded to the nearest whole vote.
Distributions. In the event of our voluntary or involuntary dissolution,
liquidation or winding-up, the holder of the ESOP Preferred Stock will be en-
titled to receive out of our assets available for distribution to stockhold-
ers, subject to the rights of the holders of any Preferred Stock ranking se-
nior to or equally with the ESOP Preferred Stock as to distributions upon liq-
uidation, dissolution or winding-up but before any amount will be paid or dis-
tributed among the holders of common stock or any other shares ranking junior
to the ESOP Preferred Stock as to such distributions, liquidating distribu-
tions of $42.50 per share plus all accrued and unpaid dividends thereon to the
date fixed for distribution. If, upon our voluntary or involuntary dissolu-
tion, liquidation or winding-up, the amounts payable on ESOP Preferred Stock
and any other stock ranking equally therewith as to any such distribution are
not paid in full, the holder of the ESOP Preferred Stock and the other stock
will share ratably in any distribution of assets in proportion to the full re-
spective preferential amounts to which they are entitled. After payment of the
full amount of the liquidating distribution to which it is entitled, the
holder of the ESOP Preferred Stock will not be entitled to any further distri-
bution of our assets. Any merger, consolidation or purchase or sale of assets
by us will not be deemed to be a dissolution, liquidation or winding-up of our
affairs.
Redemption. The ESOP Preferred Stock is redeemable, in whole or in part, at
our option, at any time. The redemption price for the shares of the ESOP Pre-
ferred Stock, which may be paid in cash or shares of common stock, will be
$42.50 per share. The redemption price also must include all accrued and un-
paid dividends to the date of redemption. If the ESOP Preferred Stock is
treated as Tier 1 capital for bank regulatory purposes, the approval of the
Federal Reserve Board may be required to redeem the ESOP Preferred Stock.
In addition, we are required to redeem shares of the ESOP Preferred Stock
at the option of the holder of the shares to the extent necessary either to
provide for distributions required to be
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made under the ESOP or to make payments of principal, interest or premium due
and payable on any indebtedness incurred by the holder of the shares for the
benefit of the ESOP.
Series B Preferred Stock
Preferential Rights. We may, without the consent of holders of Series B
Preferred Stock, issue preferred stock with superior or equal rights or
preferences. The shares of the Series B Preferred Stock rank prior to the ESOP
Preferred Stock and the common stock.
Dividends. Holders of shares of Series B Preferred Stock are entitled to re-
ceive, when and as declared by our Board cumulative cash dividends at an annual
dividend rate per share of 7% of the stated value thereof, out of any funds le-
gally available for such purpose. The dividend is payable quarterly. Dividends
on Series B Preferred Stock are cumulative, and we cannot declare or pay cash
dividends on any shares of common stock unless full cumulative dividends on the
Series B Preferred Stock have been paid or declared and funds sufficient for
the payment have been set apart.
Voting Rights. Each share of Series B Preferred Stock has equal voting
rights, share for share, with each share of our common stock.
Distributions. In the event of our dissolution, liquidation or winding up,
the holders of Series B Preferred Stock are entitled to receive, after payment
of the full liquidation preference on shares of any class of preferred stock
ranking superior to the Series B Preferred Stock, but before any distribution
on shares of our common stock, liquidating dividends of $100 per share plus
accumulated dividends.
Redemption. Shares of Series B Preferred Stock are redeemable, in whole or
in part, at the option of the holders thereof, at the redemption price of $100
per share plus accumulated dividends, provided that (i) full cumulative
dividends have been paid, or declared and funds sufficient for payment set
apart, upon any class or series of preferred stock ranking superior to Series B
Preferred Stock; and (ii) are not then in default or arrears on any sinking
fund or analogous fund or call for tenders obligation or agreement for the
purchase or any class or series of preferred stock ranking superior to the
Series B Preferred Stock.
Series BB Preferred Stock
Preferential Rights. The shares of Series BB Preferred Stock rank before Se-
ries B Preferred Stock, ESOP Preferred Stock and common stock as to dividends
and upon liquidation.
Dividends. Holders of the Series BB Preferred Stock are entitled to receive,
when and as declared by our Board, cash dividends at the rate of $2.50 per
annum per share, out of our assets legally available for payment. Dividends are
payable quarterly on January 1, April 1, July 1, and October 1 of each year.
Dividends on the Series BB Preferred Stock are cumulative from January 1, 1998.
Voting Rights. Holders of Series BB Preferred Stock have no voting rights
except as required by law and, if any quarterly dividend payable on the Series
BB Preferred Stock is in arrears, the holders of Series BB Preferred Stock will
be entitled to vote together with the holders of our common stock at our next
meeting of stockholders and at each subsequent meeting of stockholders unless
all dividends in arrears have been paid or declared and set apart for payment
before the date of such meeting. In those cases where holders of Series BB Pre-
ferred Stock are entitled to vote, each holder will be entitled to cast the
number of votes equal to the number of whole shares of our common stock into
which his or her Series BB Preferred Stock is then convertible.
Conversion Rights. Subject to the terms and conditions stated below, the
holders of shares of Series BB Preferred Stock have the right, at their option,
to convert such shares at any time through September 16, 1999 into fully paid
and nonassessable shares of common stock at the rate of 6.17215 shares of our
common stock for each share of Series BB Preferred Stock surrendered for con-
version. The conversion rate is subject to adjustment from time to time.
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Distributions. In the event of our voluntary or involuntary liquidation,
dissolution or winding up, the holders of Series BB Preferred Stock will be en-
titled to receive out of our assets available for distribution to stockholders
an amount equal to $25 per share plus an amount equal to accrued and unpaid
dividends to and including the date of such distribution, and no more, before
any distribution will be made to the holders of any class of our stock ranking
junior to the Series BB Preferred Stock as to the distribution of assets. Any
merger, consolidation or purchase or sale of assets by us will not be deemed a
liquidation, dissolution or winding up of our affairs. Shares of Series BB Pre-
ferred Stock are not subject to a sinking fund.
Redemption. On June 23, 1999, our board of directors voted to redeem the Se-
ries BB Preferred Stock on October 1, 1999, at a redemption price of $25 per
share plus accrued and unpaid dividends to the redemption date.
DESCRIPTION OF DEPOSITARY SHARES
General
We may, at our option, offer fractional shares of preferred stock, rather
than full shares of such securities. If such option is exercised, we will issue
receipts for depositary shares to the public. Each receipt will represent a
fractional interest in a share of a particular series of the preferred stock,
as stated in a prospectus supplement.
The particular terms of the preferred stock offered and the extent, if any,
to which the general provisions may apply to the depositary shares will be de-
scribed in the prospectus supplement. The general descriptions below and in any
prospectus supplement are not complete and are subject to and qualified in
their entirety by reference to the deposit agreement and the depositary re-
ceipts, the forms of which are incorporated by reference in the Registration
Statement and the definitive forms of which will be filed with the SEC at the
time of sale of the depositary shares.
The shares of any series of preferred stock represented by depositary shares
will be deposited under a deposit agreement between us and a bank or trust com-
pany selected by us having its principal office in the United States and having
a combined capital and surplus of at least $5,000,000 (the "Depositary"). Sub-
ject to the terms of the deposit agreement, each owner of a Depositary Share
will be entitled, in proportion to the applicable fraction of a share of pre-
ferred stock represented by such Depositary Share, to all the rights and pref-
erences of the preferred stock represented thereby, including dividend, voting,
redemption, conversion and liquidation rights.
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of preferred stock in accordance
with the terms of the offering.
Pending the preparation of definitive engraved depositary receipts, the De-
positary may, upon our written order, issue temporary depositary receipts. The
temporary depositary receipts will be substantially identical to, and will have
all rights of, the definitive depositary receipts but will not be in definitive
form. Definitive depositary receipts will be prepared thereafter and temporary
depositary receipts will be exchanged for definitive depositary receipts at our
expense.
Upon the surrender of depositary receipts at the principal office of the De-
positary and upon payment by the holder of the charges provided in the deposit
agreement and subject to the terms thereof, a holder of depositary shares is
entitled to have the Depositary deliver to such holder the number of full
shares of the preferred stock underlying the depositary shares evidenced by the
surrendered depositary receipts. A holder of shares of preferred stock thus
withdrawn will not thereafter be entitled to receive depositary shares in ex-
cess of the number of depositary
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shares representing the number of full shares of preferred stock to be with-
drawn. The Depositary will deliver to such holder at the same time a new depos-
itary receipt evidencing such excess number of depositary shares.
Dividends and Other Distributions
The Depositary will distribute all cash dividends or other cash
distributions received pursuant to the preferred stock to the record holders of
depositary shares relating to that preferred stock in proportion to the number
of depositary shares owned by the holders. However, the Depositary will
distribute only the amount that can be distributed without attributing to any
holder of depositary shares a fraction of one cent. Any balance that is not
distributed will be added to and treated as part of the next sum received by
the Depositary for distribution to record holders.
If there is a distribution other than in cash, the Depositary will
distribute property it receives to the record holders of depositary shares who
are entitled thereto, unless the Depositary determines that it is not feasible
to make such distribution, in which case the Depositary, with our approval, may
sell such property and distribute the net proceeds to such holders.
Redemption of Depositary Shares
If a series of preferred stock depositary shares is subject to redemption,
the depositary shares will be redeemed from the proceeds received by the
Depositary from the redemption, in whole or in part, of that series of
preferred stock held by the Depositary. The Depositary will mail notice of
redemption at least 30 and not more than 45 days before the date fixed for
redemption to the record holders of the depositary shares to be redeemed at
their addresses appearing in the Depositary's books. The redemption price per
depositary share will be equal to the applicable fraction of the redemption
price per share payable on such series of the preferred stock. Whenever we
redeem preferred stock held by the Depositary, the Depositary will redeem as of
the same redemption date the number of depositary shares representing the
preferred stock redeemed. If less than all the depositary shares are redeemed,
the depositary shares redeemed will be selected by lot or pro rata as
determined by the Depositary.
After the date fixed for redemption, the depositary shares called for re-
demption will no longer be deemed to be outstanding and all rights of the
holder of the depositary shares will cease, except the right to receive the
monies payable upon redemption and any money or other property the holders of
such depositary shares were entitled to receive upon such redemption upon sur-
render to the Depositary of the depositary receipts evidencing the depositary
shares.
Voting the Preferred Stock
Any voting rights of holders of the depositary shares are directly dependent
on the voting rights of the underlying voting preferred stock. Upon receipt of
notice of any meeting at which the holders of the preferred stock held by the
Depositary are entitled to vote, the Depositary will mail the information con-
tained in the notice of meeting to the record holders of the depositary shares
relating to such preferred stock. Each record holder of depositary shares on
the record date, which will be the same date as the record date for the pre-
ferred stock, will be entitled to instruct the Depositary as to the exercise of
the voting rights pertaining to the amount of preferred stock underlying such
holder's depositary shares. The Depositary will endeavor, insofar as practica-
ble, to vote the amount of preferred stock underlying the depositary shares in
accordance with such instructions, and we will agree to take all action which
may be deemed necessary by the Depositary to enable the Depositary to do so.
The Depositary will abstain from voting preferred stock if it does not receive
specific instructions from the holders of depositary shares relating to such
preferred stock.
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Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any pro-
vision of the Deposit Agreement may at any time be amended by agreement between
us and the Depositary. However, any amendment which materially and adversely
alters the rights of the existing holders of depositary shares will not be ef-
fective unless the amendment has been approved by the record holders of at
least a majority of the depositary shares then outstanding. Either we or the
Depositary may terminate a Deposit Agreement if all outstanding depositary
shares have been redeemed or if there has been a final distribution in respect
of the preferred stock in connection with our liquidation, dissolution or wind-
ing up.
Changes of Depositary
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges
of the Depositary in connection with the initial deposit of the preferred stock
and any redemption of the preferred stock. Holders of depositary shares will
pay other transfer and other taxes and governmental charges and such other
charges as are expressly provided in the Deposit Agreement to be for their ac-
counts.
Miscellaneous
The Depositary will forward to the holders of depositary shares all of our
reports and communications which are delivered to the Depositary and which we
are required to furnish to the holders of the preferred stock.
We, and the Depositary, will not be liable if we are prevented or delayed by
law or any circumstance beyond our control in performing our obligations under
the Deposit Agreement. All of our obligations under the Deposit Agreement are
limited to performance in good faith of our respective duties thereunder and
neither of us will be obligated to prosecute or defend any legal proceeding in
respect of any depositary shares or preferred stock unless provided with
satisfactory indemnity. We, and the Depositary, may rely upon written advice of
counsel or accountants, or information provided by persons presenting preferred
stock for deposit, holders of depositary shares or other persons believed to be
competent and on documents believed to be genuine.
Resignation and Removal of Depositary
The Depositary may resign at any time by delivering to us notice of its
election to do so, and we may at any time remove the Depositary, any
resignation or removal will take effect only upon the appointment of a
successor Depositary and the successor Depositary's acceptance of such
appointment. Any successor Depositary must be a bank or trust company having
its principal office in the United States and having a combined capital and
surplus of at least $5,000,000.
DESCRIPTION OF COMMON STOCK
The following summary of our common stock is qualified in its entirety by
reference to the description of the common stock incorporated herein by refer-
ence.
General
We are authorized to issue 5,000,000,000 shares of common stock, of which
approximately 1.7 billion shares were outstanding on March 31, 1999. The common
stock trades on the New York Stock Exchange and on the Pacific Exchange under
the symbol "BAC." The common stock is also listed on the London Stock Exchange,
and certain shares are listed on the Tokyo Stock Exchange. As of March 31,
1999, 308 million shares were reserved for issuance in connection with various
of our employee and director benefit plans and our Dividend Reinvestment and
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Stock Purchase Plan and the conversion of our outstanding convertible securi-
ties and for other purposes. After taking into account the reserved shares,
there were approximately 2.9 billion authorized shares of common stock avail-
able for issuance as of March 31, 1999.
Voting and Other Rights
Holders of common stock are entitled to one vote per share. In general, a
majority of votes cast on a matter is sufficient to take action upon routine
matters. However, (i) amendments to our Amended and Restated Certificate of
Incorporation must be approved by the affirmative vote of the holders of a ma-
jority of the outstanding shares of each class entitled to vote thereon as a
class, and (ii) a merger or dissolution or the sale of all or substantially
all of our assets, must be approved by the affirmative vote of the holders of
a majority of the voting power of the outstanding voting shares. Directors are
elected by a plurality of the votes cast, and stockholders do not have the
right to cumulate their votes in the election of directors.
In the event of our liquidation, holders of common stock will be entitled
to receive pro rata any assets legally available for distribution to stock-
holders, subject to any prior rights of any preferred stock then outstanding.
Our common stock does not have any preemptive rights, redemption privi-
leges, sinking fund privileges or conversion rights. All the outstanding
shares of common stock are, and upon proper conversion of any preferred stock,
all of the shares of our common stock into which such shares are converted
will be, validly issued, fully paid and nonassessable.
ChaseMellon Shareholder Services, L.L.C. is the transfer agent and regis-
trar for our common stock.
Dividends
The holders of our common stock are entitled to receive dividends or dis-
tributions as our Board may declare out of funds legally available for such
payments. Our payment of dividends is subject to the restrictions of Delaware
law applicable to the declaration of dividends by a corporation. A corporation
generally may not authorize and pay dividends if, after giving effect thereto,
it would be unable to meet its debts as they become due in the usual course of
business or if the corporation's total assets would be less than the sum of
its total liabilities plus the amount that would be needed, if it were to be
dissolved at the time of distribution, to satisfy claims upon dissolution of
stockholders who have preferential rights superior to the rights of the hold-
ers of its common stock. In addition, the payment of dividends to stockholders
is subject to any prior rights of outstanding preferred stock. Stock divi-
dends, if any are declared, may be paid from our authorized but unissued
shares.
REGISTRATION AND SETTLEMENT
The Depository Trust Company
Unless otherwise specified in a prospectus supplement, the debt securities
we offer will be issued only in book-entry form represented by global securi-
ties in registered form (a "Global Security"). The Global Security will be
held through DTC, as depositary, and registered in the name of Cede & Co., as
nominee of DTC. Accordingly, Cede & Co. will be the holder of record of the
securities.
Beneficial interests in the Global Security will be shown on, and transfers
will be effected through, records maintained by DTC. Transfers of ownership
interests in the securities will be accomplished by making entries in DTC par-
ticipants' books acting on behalf of beneficial owners. Beneficial owners of
these securities will not receive certificates representing their ownership
interest, unless the use of the book-entry system is discontinued.
So long as DTC or its nominee is the registered owner of a Global Security,
DTC or its nominee, as the case may be, will be the sole holder of the
securities represented thereby for all
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purposes under the applicable Indenture or warrant or unit agreement. Except as
otherwise provided below, the beneficial owners of the securities will not be
entitled to receive physical delivery of the certificated security and will not
be considered the holders for any purpose under the applicable Indenture or
agreement. Accordingly, each beneficial owner must rely on the procedures of
DTC and, if such beneficial owner is not a DTC participant, on the procedures
of the DTC participant through which such beneficial owner owns its interest in
order to exercise any rights of a holder under such security or the applicable
Indenture or agreement. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of such securities in
certificated form. Such limits and laws may impair the ability to transfer
beneficial interests in the securities.
The following is based on information furnished by DTC:
DTC will act as securities depository for certain securities. Those
securities will be issued as fully registered securities registered in the
name of Cede & Co. (DTC's partnership nominee). One Global Security will be
issued for all of the principal amount of the securities, but if any series
exceeds an aggregate principal amount of $200,000,000, certificates will be
issued in increments of up to $200,000,000.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
DTC holds securities that its participants deposit with it. DTC also
facilitates the settlement among its participants of securities
transactions, such as transfers and pledges, in deposited securities
through electronic book-entry changes in the participants' accounts,
thereby eliminating the need for physical movement of securities
certificates. Direct participants of DTC include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its direct participants and by
the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and
the National Association of Securities Dealers, Inc. Access to DTC's system
is also available to others such as securities brokers and dealers, banks
and trust companies that clear through or maintain a custodial relationship
with a direct participant, either directly or indirectly. The rules
applicable to DTC and its participants are on file with the SEC.
Purchases of securities under DTC's system must be made by or through
direct participants, which will receive a credit for the securities on
DTC's records. The ownership interest of each actual purchaser, the
beneficial owner, of each security represented by a Global Security is in
turn to be recorded on the records of direct and indirect participants.
Beneficial owners will not receive written confirmation from DTC of their
purchase, but beneficial owners are expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the direct or indirect participants
through which the beneficial owner entered into the transaction. The
participants will remain responsible for keeping account of their holdings
on behalf of their customers.
Conveyance of notices and other communications by DTC to its direct
participants, by direct participants to indirect participants, and by
direct and indirect participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the
securities. DTC assigns its right to consent or vote to its direct
participants.
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Principal and any premium or interest payments on the securities will be
made in immediately available funds to DTC. DTC's practice is to credit
direct participants' accounts on the applicable payment date in accordance
with their respective holdings shown on DTC's records unless DTC has reason
to believe that it will not receive payment on such date. Payments by
participants to beneficial owners will be governed by standing instructions
and customary practices, as is the case with securities held for the
accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such participant and not of DTC or any other
party, subject to any statutory or regulatory requirements that may be in
effect from time to time. Payment of principal and any premium or interest
to DTC is our responsibility, disbursement of such payments to direct
participants is the responsibility of DTC, and disbursement of such
payments to the beneficial owners is the responsibility of the direct or
indirect participant.
Redemption notices will be sent to Cede & Co. If less than all of the
securities are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each direct participant in such issue to be
redeemed.
DTC may discontinue providing its services as securities depository for
the securities at any time by giving us reasonable notice. Under such
circumstances, if a successor securities depository is not obtained,
certificated securities are required to be printed and delivered.
Management of DTC is aware that some computer applications and systems
for processing data that are dependent upon calendar dates, including dates
before, on, and after January 1, 2000, may encounter "Year 2000 problems."
DTC has informed its participants and other members of the financial
community that it has developed and is implementing a program so that its
systems, which relate to the timely payment of distributions (including
principal and interest payments) to securityholders, book-entry deliveries
and settlement of trades within DTC, continue to function appropriately.
This program includes a technical assessment and a remediation plan, each
of which is complete. Additionally, DTC's plan includes a testing phase,
which is expected to be completed within appropriate time frames.
However, DTC's ability to perform its services properly is also
dependent upon other parties, such as issuers and their agents, as well as
the DTC participants, third party vendors from whom DTC licenses software
and hardware and on whom DTC relies for information or the provision of
services, including telecommunication and electrical utility service
providers. DTC has informed the financial community that it is contacting,
and will continue to contact, third party vendors from whom DTC acquires
services to: (a) impress upon them the importance of such services being
Year 2000 compliant; and (b) determine the extent of their efforts for Year
2000 remediation (and, as appropriate, testing) of their services. In
addition, DTC is in the process of developing such contingency plans as it
deems appropriate.
The information in this section concerning DTC and DTC's system has been
obtained from sources that we believe to be reliable, but we take no
responsibility for the accuracy thereof.
Cedelbank and Euroclear
Securities of a series issued in book-entry form and sold or traded outside
the United States may be represented by one or more Global Securities held
through Cedelbank, societe anonyme ("Cedelbank"), or Morgan Guaranty Trust Com-
pany of New York, Brussels office, as operator of the Euroclear System (the
"Euroclear Operator" or "Euroclear"), European international clearing systems.
Cedelbank and Euroclear hold omnibus positions on behalf of Cedelbank partici-
pants and Euroclear participants, respectively, on the books of their respec-
tive depositaries, which in
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turn hold such positions in customers' securities accounts in the deposita-
ries' names on the books of DTC.
Transfers between Cedelbank participants and Euroclear participants occur
in compliance with their rules and operating procedures. Cross-market trans-
fers between persons holding directly or indirectly through DTC in the United
States, on the one hand, and directly or indirectly through Cedelbank partici-
pants or Euroclear participants, on the other, will be handled by DTC in ac-
cordance with DTC rules on behalf of a European international clearing system
by its depositary; however, cross-market transactions will require delivery of
instructions to the European international clearing system by the counterparty
in such system in accordance with its rules and procedures and within its es-
tablished deadlines. A European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to its de-
positary to take action to carry out final settlement on its behalf by deliv-
ering or receiving securities in DTC, and making or receiving in accordance
with normal procedures for same-day funds settlement applicable to DTC.
Cedelbank participants and Euroclear participants may not deliver instructions
directly to the depositaries.
Because of time-zone differences, credits for securities in Cedelbank or
Euroclear as a result of a transaction with a DTC participant will be made
during the subsequent securities settlement processing, and will be dated the
business day following the DTC settlement date; those credits or any transac-
tions in those securities settled during processing will be reported to the
relevant Cedelbank participant or Euroclear participant on that business day.
Cash received in Cedelbank or Euroclear as a result of sales of securities by
or through a Cedelbank participant or a Euroclear participant to a DTC partic-
ipant will be received with value on the DTC settlement date but will be
available in the relevant Cedelbank or Euroclear cash account only as of the
business day following settlement in DTC.
Cedelbank is incorporated under the laws of Luxembourg as a depositary.
Cedelbank holds securities for its participating organizations and facilitates
the clearance and settlement of securities transactions between its partici-
pants through electronic book-entry changes in accounts of those participants,
thereby eliminating the need for physical movement of certificates. Transac-
tions may be settled by Cedelbank in any of 28 currencies, including United
States dollars. Cedelbank provides to its participants services for safekeep-
ing, administration, clearance and settlement of internationally traded secu-
rities and securities lending and borrowing. Cedelbank interfaces with domes-
tic markets in several countries. As a depository, Cedelbank is subject to
regulation by the Luxembourg Monetary Institute. Cedelbank participants con-
sist of recognized financial institutions around the world, including under-
writers, securities brokers and dealers, banks, trust companies, clearing cor-
porations and certain other organizations and may include the underwriters or
agents with respect to a particular series of securities. Indirect access to
Cedelbank is also available to other entities that clear through or maintain a
custodial relationship with a Cedelbank participant.
The Euroclear System was created in 1968 to hold securities for partici-
pants of the Euroclear System and to clear and settle transactions between
Euroclear participants through simultaneous electronic book-entry delivery
against payment, thereby eliminating the need for physical movement of certif-
icates and any risk from lack of simultaneous transfers of securities and
cash. Transactions now may be settled by Euroclear in any of 32 currencies,
including United States dollars. The Euroclear System includes various other
services, including securities lending and borrowing and interfaces with do-
mestic markets in several countries generally similar to the arrangements for
cross-market transfers with DTC described above. The Euroclear System is oper-
ated by the Euroclear Operator, under contract with Euroclear Clearance Sys-
tem, S.C., a Belgian cooperative corporation (the "Cooperative"). All opera-
tions are conducted by the Euroclear Operator, and all Euroclear securities
clearance accounts and Euroclear cash accounts are accounts with the Euroclear
Operator, not the Cooperative. The Cooperative establishes pol-
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icy for the Euroclear System on behalf of Euroclear participants. Euroclear
participants include banks (including central banks), securities brokers and
dealers and other professional financial intermediaries and may include the un-
derwriters or agents for a particular series of securities.
Indirect access to the Euroclear System is also available to other firms that
clear through or maintain a custodial relationship with a Euroclear partici-
pant.
The Euroclear Operator is the Brussels branch of a New York banking corpora-
tion that is a member bank of the Federal Reserve System. As such, it is regu-
lated and examined by the Federal Reserve Board and the New York State Banking
Department, as well as the Belgian Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the re-
lated Operating Procedures of the Euroclear Systems and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within the Euroclear System, withdrawal of se-
curities and cash from the Euroclear System and receipts of payments with
respect to securities in the Euroclear System. All securities in the Euroclear
System are held on a fungible basis without attribution of specific certifi-
cates to specific securities clearance accounts. The Euroclear Operator acts
under the Terms and Conditions only on behalf of Euroclear participants and has
no record of or relations with persons holding through Euroclear participants.
Distributions for securities of a series held through Cedelbank or Euroclear
will be credited to the cash accounts of Cedelbank participants or Euroclear
participants in accordance with the relevant system's rules and procedures.
Distributions are subject to tax reporting in accordance with relevant United
States tax laws and regulations. The applicable prospectus supplement will de-
scribe selected income tax consequences to foreign investors. Cedelbank or the
Euroclear Operator, will take any other action permitted to be taken by a
holder of securities under the applicable Indenture, warrant agreement or unit
agreement on behalf of a Cedelbank participant or a Euroclear participant only
in accordance with its relevant rules and procedures and subject to its respec-
tive depositary's ability to carry out those actions on its behalf through DTC.
Although Cedelbank and Euroclear have established these procedures to facil-
itate transfers of applicable securities among participants of DTC, Cedelbank
and Euroclear, they are under no obligation to perform or continue to perform
those procedures, and those procedures may be discontinued at any time.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document that we file at
the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. You may also inspect our filings at
the regional offices of the SEC located at 7 World Trade Center, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 or over the Internet at the SEC's home page at
http://www.sec.gov. You can also inspect reports and other information we file
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005.
The SEC allows us to incorporate by reference the information we file with
it, which means:
. incorporated documents are considered part of this prospectus;
. we can disclose important information to you by referring you to those
documents; and
. information that we file with the SEC will automatically update and su-
persede this incorporated information.
We incorporate by reference the documents listed below which were filed with
the SEC under the Exchange Act:
. our annual report on Form 10-K for the year ended December 31, 1998;
. our quarterly report on Form 10-Q for the period ended March 31, 1999;
. our current reports on Form 8-K dated January 19, 1999, February 2,
1999, April 19, 1999, April 28, 1999, June 9, 1999, June 23, 1999, July
8, 1999 and July 23, 1999; and
. the description of our common stock which is contained in our registra-
tion statement filed pursuant to Section 12 of the Exchange Act, as mod-
ified on our current report on Form 8-K dated September 25, 1998.
We also incorporate by reference each of the following documents that we
will file with the SEC after the date of this prospectus:
. reports filed under Sections 13(a) and (c) of the Exchange Act;
. definitive proxy or information statements filed under Section 14 of the
Exchange Act in connection with any subsequent stockholders' meetings;
and
. any reports filed under Section 15(d) of the Exchange Act.
You should assume that the information appearing in this prospectus is accu-
rate as of the date of this prospectus only. Our business, financial position
and results of operations may have changed since that date.
You may request a copy of any filings referred to above (excluding exhib-
its), at no cost, by contacting us at the following address:
John E. Mack
Senior Vice President
Bank of America Corporation
Corporate Treasury Division
NC1-007-23-01
100 North Tryon Street
Charlotte, North Carolina 28255
(704) 386-5972
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FORWARD-LOOKING STATEMENTS
This prospectus and accompanying prospectus supplements contain or incorpo-
rate statements that constitute "forward-looking statements" within the mean-
ing of Section 27A of the Securities Act and Section 21E of the Exchange Act.
Those statements can be identified by the use of forward-looking language such
as "will likely result," "may," "are expected to," "is anticipated," "esti-
mate," "projected," "intends to," or other similar words. Our actual results,
performance or achievements could differ materially from the results expressed
in, or implied by, those forward-looking statements. Those statements are sub-
ject to certain risks and uncertainties, including but not limited to, certain
risks described in the prospectus supplement. When considering those forward-
looking statements, you should keep in mind these risks, uncertainties and
other cautionary statements made in this prospectus and the prospectus supple-
ment. You should not place undue reliance on any forward-looking statement
which speaks only as of the date made.
LEGAL OPINIONS
The legality of the securities will be passed upon for us by Smith Helms
Mulliss & Moore, L.L.P., Charlotte, North Carolina, and for the underwriters
or agents by Stroock & Stroock & Lavan LLP, New York, New York. As of the date
of this prospectus, certain members of Smith Helms Mulliss & Moore, L.L.P.,
beneficially owned approximately 160,000 shares of our common stock.
EXPERTS
Our consolidated financial statements incorporated by reference to our An-
nual Report on Form 10-K for the year ended December 31, 1998 have been incor-
porated in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in auditing and
accounting.
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You should rely only on the information incorporated by reference or provided
in this global prospectus supplement and the attached prospectus. We have not
authorized anyone to provide you with different information. We are not offer-
ing the securities in any state where the offer is not permitted. You should
not assume that the information in this global prospectus supplement and the
attached prospectus is accurate as of any date other than the date on the front
of this document.
Our affiliates, including Banc of America Securities LLC, will deliver this
global prospectus supplement and the attached prospectus for offers and sales
in the secondary market.
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[LOGO OF BANK OF AMERICA]
$900,000,000
7.80% Subordinated Notes,
due 2010
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GLOBAL PROSPECTUS SUPPLEMENT
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Banc of America Securities LLC
Bear, Stearns & Co. Inc.
Chase Securities Inc.
Goldman Sachs & Co.
Lehman Brothers
Merrill Lynch & Co.
Morgan Stanley Dean Witter
Salomon Smith Barney
Blaylock & Partners, L.P.
Guzman & Company
Ormes Capital Markets, Inc.
The Williams Capital Group, L.P.
May 23, 2000
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