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| BAC > SEC Filings for BAC > Form 8-K on 27-May-2009 | All Recent SEC Filings |
27-May-2009
Unregistered Sale of Equity Securities, Other Events, Financial Stateme
On May 18, May 19, May 20, May 21, May 22, and May 26, 2009, Bank of America
Corporation (the "Registrant") entered into separate agreements with certain
institutional preferred shareholders pursuant to which the Registrant and each
such shareholder agreed to exchange shares, or depositary shares representing
fractional interests in shares, of various series of the Registrant's
outstanding preferred stock, par value $0.01 per share ("Preferred Stock"), as
applicable, for shares of the Registrant's common stock, par value $0.01 per
share (the "Common Stock"). In the aggregate, the Registrant agreed to exchange
shares of Preferred Stock with an aggregate liquidation preference of $5.9
billion (consisting of shares of 6.204% Non-Cumulative Preferred Stock, Series D
with an aggregate liquidation preference of $22.7 million; shares of
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K with an
aggregate liquidation preference of $3.0 billion; shares of 7.25% Non-Cumulative
Perpetual Convertible Preferred Stock, Series L with an aggregate liquidation
preference of $1.4 billion; shares of Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series M with an aggregate liquidation preference of $1.4
billion; shares of Floating Rate Non-Cumulative Preferred Stock, Series 4 with
an aggregate liquidation preference of $53.4 million; and shares of 6.25%
Noncumulative Perpetual Preferred Stock, Series 7 with an aggregate liquidation
preference of $5.0 million) for an aggregate of 436,246,905 shares of Common
Stock (approximately 5.7% of the Registrant's outstanding shares of Common Stock
as of April 30, 2009 as adjusted to give effect to the issuance, under the
previously announced at-the-market offering, of 1.25 billion shares of Common
Stock subsequent to April 30, 2009 and prior to the date hereof). The shares of
Common Stock are being issued in reliance upon the exemption set forth in
Section 3(a)(9) of the Securities Act of 1933, as amended, for securities
exchanged by the issuer and an existing security holder where no commission or
other remuneration is paid or given directly or indirectly by the issuer for
soliciting such exchange.
On May 27, 2009, the Registrant announced an update relating to its capital raising efforts, including that it had entered into agreements with certain holders of (non-government) perpetual preferred shares to exchange their holdings of approximately $5.9 billion of Preferred Stock into approximately 436 million shares of Common Stock and that, subject to market conditions, the Registrant could issue up to an additional 564 million shares of Common Stock through the exchange of (non-government) perpetual preferred shares for shares of Common Stock. A copy of the news release announcing this information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits.
The following exhibit is filed herewith:
* * * * * *
The Registrant has not commenced an exchange offer for any of its securities. In connection with the commencement of any exchange offer, the Registrant would file a Tender Offer Statement on Schedule TO with the SEC. Holders of securities subject to any exchange offer should read the Tender Offer Statement on Schedule TO and other related materials, if and when those materials become available, because they would contain important information about such exchange offer. Investors would be able to obtain free copies of the Tender Offer Statement on Schedule TO (if and when available) and other documents filed with the SEC by the Registrant through the SEC's website at http://www.sec.gov. In addition, investors would be able to obtain free copies of the Tender Offer Statement on Schedule TO (if and when available) by directing a request to: Bank of America Corporation, Corporate Treasury - Securities Administration, at 1-704-386-5681.
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