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| BAC > SEC Filings for BAC > Form 8-K on 20-Apr-2009 | All Recent SEC Filings |
20-Apr-2009
Other Events
America's assets must be approved by the affirmative vote of the holders of a
majority of the voting power of the then-outstanding voting shares.
In the event of Bank of America's liquidation, holders of Common Stock will
be entitled to receive pro rata any assets legally available for distribution to
Bank of America stockholders, subject to any prior rights of any Preferred Stock
then outstanding.
The Common Stock does not have any preemptive rights, redemption privileges,
sinking fund privileges, or conversion rights. All the outstanding shares of
Common Stock are, and upon proper conversion of any convertible securities, all
of the shares of Common Stock into which these securities are converted will be,
validly issued, fully paid, and nonassessable.
Computershare Trust Company, N.A. is the transfer agent and registrar for the
Common Stock.
Dividends
Subject to the preferential rights of any holders of any outstanding series
of Preferred Stock, the holders of Common Stock are entitled to receive
dividends or distributions, whether payable in cash or otherwise, as the Bank of
America board of directors may declare out of funds legally available for these
payments. Stock dividends, if any are declared, may be paid from authorized but
unissued shares of Common Stock.
Bank of America's ability to pay dividends on its Common Stock is limited by
the terms of the Series N Preferred Stock, Series Q Preferred Stock, and
Series R Preferred Stock (each, as defined below) which were issued under the
Troubled Asset Relief Program ("TARP"). Such restrictions are fully described
under "Series N Preferred Stock," "Series Q Preferred Stock," and "Series R
Preferred Stock" below.
As a bank holding company, the ability of Bank of America to pay dividends
will be affected by the ability of its banking subsidiaries to pay dividends.
The ability of such banking subsidiaries, as well as of Bank of America, to pay
dividends in the future currently is, and could be further, influenced by bank
regulatory requirements and capital guidelines.
Description of Preferred Stock
Bank of America has 100 million shares of preferred stock, par value $0.01
per share ("Preferred Stock"), authorized and may issue Preferred Stock in one
or more series, each with such preferences, designations, limitations,
conversion rights, and other rights as Bank of America may determine. As of the
date hereof, Bank of America has designated:
(1) 3 million shares of ESOP Convertible Preferred Stock, Series C ("ESOP
Preferred Stock"), none of which are outstanding;
(2) 35,045 shares of 7% Cumulative Redeemable Preferred Stock, Series B
("Series B Preferred Stock"), of which 7,642 shares were issued and outstanding
at March 31, 2009;
(3) 20 million shares of $2.50 Cumulative Convertible Preferred Stock,
Series BB ("Series BB Preferred Stock"), none of which are outstanding;
(4) 34,500 shares of 6.204% Non-Cumulative Preferred Stock, Series D
("Series D Preferred Stock), of which 33,000 shares were issued and outstanding
at March 31, 2009;
(5) 85,100 shares of Floating Rate Non-Cumulative Preferred Stock, Series E
("Series E Preferred Stock"), of which 81,000 shares were issued and outstanding
at March 31, 2009;
(6) 7,001 shares of Floating Rate Non-Cumulative Preferred Stock, Series F
("Series F Preferred Stock"), none of which were issued and outstanding at
March 31, 2009;
(7) 8,501 shares of Adjustable Rate Non-Cumulative Preferred Stock, Series G
("Series G Preferred Stock"), none of which were issued and outstanding at
March 31, 2009;
(8) 124,200 shares of 8.20% Non-Cumulative Preferred Stock, Series H
("Series H Preferred Stock"), of which 117,000 shares were issued and
outstanding at March 31, 2009;
(9) 25,300 shares of 6.625% Non-Cumulative Preferred Stock, Series I
("Series I Preferred Stock"), of which 22,000 shares were issued and outstanding
at March 31, 2009;
(10) 41,400 shares of 7.25% Non-Cumulative Preferred Stock, Series J
("Series J Preferred Stock"), of which 41,400 shares were issued and outstanding
at March 31, 2009;
(11) 240,000 shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series K ("Series K Preferred Stock"), of which 240,000 shares were issued and
outstanding at March 31, 2009;
(12) 6,900,000 shares of 7.25% Non-Cumulative Perpetual Convertible Preferred
Stock, Series L ("Series L Preferred Stock"), of which 6,900,000 shares were
issued and outstanding at March 31, 2009;
(13) 160,000 shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series M ("Series M Preferred Stock"), of which 160,000 shares were issued and
outstanding at March 31, 2009;
(14) 600,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock,
Series N ("Series N Preferred Stock"), of which 600,000 shares were issued and
outstanding at March 31, 2009;
(15) 400,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock,
Series Q ("Series Q Preferred Stock"), of which 400,000 shares were issued and
outstanding at March 31, 2009;
(16) 800,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock,
Series R ("Series R Preferred Stock"), of which 800,000 shares were issued and
outstanding at March 31, 2009;
(17) 21,000 shares of Floating Rate Non-Cumulative Preferred Stock, Series 1
("Series 1 Preferred Stock"), of which 21,000 shares were issued and outstanding
at March 31, 2009;
(18) 37,000 shares of Floating Rate Non-Cumulative Preferred Stock, Series 2
("Series 2 Preferred Stock"), of which 37,000 shares were issued and outstanding
at March 31, 2009;
(19) 27,000 shares of 6.375% Non-Cumulative Preferred Stock, Series 3
("Series 3 Preferred Stock"), of which 27,000 shares were issued and outstanding
at March 31, 2009;
(20) 20,000 shares of Floating Rate Non-Cumulative Preferred Stock, Series 4
("Series 4 Preferred Stock"), of which 20,000 shares were issued and outstanding
at March 31, 2009;
(21) 50,000 shares of Floating Rate Non-Cumulative Preferred Stock, Series 5
("Series 5 Preferred Stock"), of which 50,000 shares of which were issued and
outstanding at March 31, 2009;
(22) 65,000 shares of 6.70% Noncumulative Perpetual Preferred Stock, Series 6
("Series 6 Preferred Stock"), of which 65,000 were issued and outstanding at
March 31, 2009;
(23) 50,000 shares of 6.25% Noncumulative Perpetual Preferred Stock, Series 7
("Series 7 Preferred Stock"), of which 50,000 shares were issued and outstanding
at March 31, 2009; and
(24) 89,100 shares of 8.625% Noncumulative Perpetual Preferred Stock,
Series 8 ("Series 8 Preferred Stock"), of which 89,100 shares were issued and
outstanding at March 31, 2009.
All shares of ESOP Preferred Stock and Series BB Preferred Stock previously
have been redeemed or converted by their terms, and no further shares of either
series may be issued without further action by the Bank of America board of
directors.
The remaining series of Preferred Stock will have the general dividend,
voting, and liquidation preference rights stated below unless otherwise fixed by
the Bank of America board of directors, subject to the terms of the Certificate
of Incorporation.
Series B Preferred Stock
Preferential Rights. The Series B Preferred Stock ranks senior to the Common
Stock and ranks equally with the Series D Preferred Stock, Series E Preferred
Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred
Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred
Stock, Series L Preferred Stock, Series M Preferred Stock, Series N Preferred
Stock, Series Q Preferred Stock, Series R Preferred Stock, Series 1 Preferred
Stock, Series 2 Preferred Stock, Series 3 Preferred Stock, Series 4 Preferred
Stock, Series 5 Preferred Stock, Series 6 Preferred Stock, Series 7 Preferred
Stock, and Series 8 Preferred Stock as to dividends and distributions on
liquidation. Shares of the Series B Preferred Stock are not convertible into or
exchangeable for any shares of Common Stock or any other class of Bank of
America capital stock. Bank of America may issue stock with preferences senior
or equal to the Series B Preferred Stock without the consent of holders of
Series B Preferred Stock.
Dividends. Holders of shares of Series B Preferred Stock are entitled to
receive, when and as declared by the Bank of America board of directors,
cumulative cash dividends at an annual dividend rate per share of 7.00% of the
stated value per share of Series B Preferred Stock. The stated value per share
of the Series B Preferred Stock is $100. Dividends are payable quarterly. Bank
of America 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 Common Stock.
Distributions. In the event of Bank of America's voluntary or involuntary
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 senior to Series B Preferred
Stock, but before any distribution on shares of 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, at the redemption price of $100 per share
plus accumulated dividends, provided that (1) full cumulative dividends have
been paid, or declared, and funds sufficient for payment set apart, upon any
class or series of Preferred Stock ranking senior to the Series B Preferred
Stock; and (2) Bank of America is not then in default or in arrears on any
sinking fund or analogous fund or call for tenders obligation or agreement for
the purchase of any class or series of Preferred Stock ranking senior to
Series B Preferred Stock.
Series D Preferred Stock
Preferential Rights. The Series D Preferred Stock ranks senior to the Common
Stock and ranks equally with the Series B Preferred Stock, Series E Preferred
Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred
Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred
Stock, Series L Preferred Stock, Series M Preferred Stock, Series N Preferred
Stock, Series Q Preferred Stock, Series R Preferred Stock, Series 1 Preferred
Stock, Series 2 Preferred Stock, Series 3 Preferred Stock, Series 4 Preferred
Stock, Series 5
Preferred Stock, Series 6 Preferred Stock, Series 7 Preferred Stock, and
Series 8 Preferred Stock as to dividends and distributions upon Bank of
America's liquidation, dissolution, or winding up. Shares of the Series D
Preferred Stock are not convertible into or exchangeable for any shares of
Common Stock or any other class of Bank of America capital stock. Holders of the
Series D Preferred Stock do not have any preemptive rights. Bank of America may
issue stock with preferences senior or equal to the Series D Preferred Stock
without the consent of the holders of the Series D Preferred Stock.
Dividends. Holders of the Series D Preferred Stock are entitled to receive
cash dividends, when, as, and if declared by the Bank of America board of
directors or a duly authorized committee thereof, at an annual dividend rate per
share of 6.204% on the liquidation preference of $25,000 per share. Dividends on
the Series D Preferred Stock are non-cumulative and are payable quarterly in
arrears. As long as shares of Series D Preferred Stock remain outstanding, Bank
of America cannot declare or pay cash dividends on any shares of Common Stock or
other capital stock ranking junior to the Series D Preferred unless full
dividends on all outstanding shares of Series D Preferred Stock for the
then-current dividend period have been paid in full or declared and a sum
sufficient for the payment thereof set aside. Bank of America cannot declare or
pay cash dividends on capital stock ranking equally with the Series D Preferred
Stock for any period unless full dividends on all outstanding shares of Series D
Preferred Stock for the then-current dividend period have been paid in full or
declared and a sum sufficient for the payment thereof set aside. If Bank of
America declares dividends on the Series D Preferred Stock and on any capital
stock ranking equally with the Series D Preferred Stock but cannot make full
payment of those declared dividends, Bank of America will allocate the dividend
payments on a pro rata basis among the holders of the shares of Series D
Preferred Stock and the holders of any capital stock ranking equally with the
Series D Preferred Stock.
Voting Rights. Holders of Series D Preferred Stock do not have voting rights,
except as specifically required by Delaware law and in the case of certain
dividend arrearages in relation to the Series D Preferred Stock. If any
quarterly dividend payable on the Series D Preferred Stock is in arrears for six
or more quarterly dividend periods, whether or not for consecutive dividend
periods, the holders of the Series D Preferred Stock will be entitled to vote as
a class, together with the holders of all series of Preferred Stock ranking
equally with the Series D Preferred Stock as to payment of dividends and upon
which voting rights equivalent to those granted to the holders of Series D
Preferred Stock have been conferred and are exercisable, for the election of two
directors to fill newly created directorships. When Bank of America has paid
full dividends on the Series D Preferred Stock for at least four quarterly
dividend periods following a dividend arrearage described above, these voting
rights will terminate.
Distributions. In the event of Bank of America's voluntary or involuntary
liquidation, dissolution, or winding up, holders of Series D Preferred Stock are
entitled to receive, out of assets legally available for distribution to
stockholders, before any distribution or payment out of Bank of America's assets
may be made to or set aside for the holders of its capital stock ranking junior
to the Series D Preferred Stock as to distributions, a liquidating distribution
in the amount of the liquidation preference of $25,000 per share, plus any
declared and unpaid dividends, without accumulation of any undeclared dividends,
to the date of liquidation. Shares of Series D Preferred Stock are not subject
to a sinking fund.
Redemption. Bank of America may redeem the Series D Preferred Stock, in whole
or in part, at its option, on any dividend payment date for the Series D
Preferred Stock on or after September 14, 2011, at the redemption price equal to
$25,000 per share, plus any declared and unpaid dividends.
Series E Preferred Stock
Preferential Rights. The Series E Preferred Stock ranks senior to the Common
Stock and ranks equally with the Series B Preferred Stock, Series D Preferred
Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred
Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred
Stock, Series L Preferred Stock, Series M Preferred Stock, Series N Preferred
Stock, Series Q Preferred Stock, Series R Preferred Stock, Series 1 Preferred
Stock, Series 2 Preferred Stock, Series 3 Preferred Stock, Series 4 Preferred
Stock, Series 5 Preferred Stock, Series 6 Preferred Stock, Series 7 Preferred
Stock, and Series 8 Preferred Stock as to dividends and distributions on Bank of
America's liquidation, dissolution, or winding up. Shares of the Series E
Preferred Stock are not convertible into or exchangeable for any shares of
Common Stock or any other class of Bank of America capital stock. Holders of the
Series E Preferred Stock do not have any preemptive rights. Bank of America may
issue stock with preferences senior or equal to the Series E Preferred Stock
without the consent of the holders of the Series E Preferred Stock.
Dividends. Holders of the Series E Preferred Stock are entitled to receive
cash dividends, when, as, and if declared by the Bank of America board of
directors or a duly authorized committee thereof, on the liquidation preference
of $25,000 per share at an annual rate per share equal to the greater of
(a) three-month LIBOR plus a spread of 0.35% and (b) 4.00%. Dividends on the
Series E Preferred Stock are non-cumulative and are payable quarterly in arrears
As long as shares of Series E Preferred Stock remain outstanding, Bank of
America cannot declare or pay cash dividends on any shares of Common Stock or
other capital stock ranking junior to the Series E Preferred Stock unless full
dividends on all outstanding shares of Series E Preferred Stock for the
then-current dividend period have been paid in full or declared and a sum
sufficient for the payment thereof set aside. Bank of America cannot declare or
pay dividends on any shares of capital stock ranking equally with the Series E
Preferred Stock unless full dividends on all outstanding shares of Series E
Preferred Stock for the then-current dividend period have been paid in full or
declared and a sum sufficient for the payment thereof set aside. If Bank of
America declares dividends on the Series E Preferred Stock and on any capital
stock ranking equally with the Series E Preferred Stock but cannot make full
payment of those declared dividends, Bank of America will allocate the dividend
payments on a pro rata basis among the holders of the shares of Series E
Preferred Stock and the holders of any capital stock ranking equally with the
Series E Preferred Stock.
Voting Rights. Holders of Series E Preferred Stock do not have voting rights,
except as specifically required by Delaware law and in the case of certain
dividend arrearages in relation to the Series E Preferred Stock. If any
quarterly dividend payable on the Series E Preferred Stock is in arrears for six
or more quarterly dividend periods, whether or not for consecutive dividend
periods, the holders of the Series E Preferred Stock will be entitled to vote as
a class, together
with the holders of all series of Preferred Stock ranking equally with the
Series E Preferred Stock as to payment of dividends and upon which voting rights
equivalent to those granted to the holders of Series E Preferred Stock have been
conferred and are exercisable, for the election of two directors to fill newly
created directorships. When Bank of America has paid full dividends on the
Series E Preferred Stock for at least four quarterly dividend periods following
a dividend arrearage described above, these voting rights will terminate.
Distributions. In the event of Bank of America's voluntary or involuntary
liquidation, dissolution, or winding up, holders of Series E Preferred Stock are
entitled to receive, out of assets legally available for distribution to
stockholders, before any distribution or payment out of Bank of America's assets
may be made to or set aside for the holders of its capital stock ranking junior
to the Series E Preferred Stock as to distributions, a liquidating distribution
of $25,000 per share, plus any declared and unpaid dividends, without
accumulation of any undeclared dividends, to the date of liquidation. Shares of
Series E Preferred Stock are not subject to a sinking fund.
Redemption. Bank of America may redeem the Series E Preferred Stock, in whole
or in part, at its option, on any dividend payment date for the Series E
Preferred Stock on or after November 15, 2011, at the redemption price equal to
$25,000 per share, plus any declared and unpaid dividends.
Series F Preferred Stock
Preferential Rights. The Series F Preferred Stock ranks senior to the Common
Stock and ranks equally with the Series B Preferred Stock, Series D Preferred
Stock, Series E Preferred Stock, Series G Preferred Stock, Series H Preferred
Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred
Stock, Series L Preferred Stock, Series M Preferred Stock, Series N Preferred
Stock, Series Q Preferred Stock, Series R Preferred Stock, Series 1 Preferred
Stock, Series 2 Preferred Stock, Series 3 Preferred Stock, Series 4 Preferred
Stock, Series 5 Preferred Stock, Series 6 Preferred Stock, Series 7 Preferred
Stock, and Series 8 Preferred Stock as to dividends and distributions upon Bank
of America's liquidation, dissolution, or winding up. Shares of the Series F
Preferred Stock are not convertible into or exchangeable for any shares of
Common Stock or any other class of Bank of America capital stock. Holders of the
Series F Preferred Stock do not have any preemptive rights. Bank of America may
issue stock with preferences senior or equal to the Series F Preferred Stock
without the consent of the holders of the Series F Preferred Stock.
Dividends. Holders of the Series F Preferred Stock are entitled to receive
cash dividends, when, as, and if declared by the Bank of America board of
directors or a duly authorized committee thereof, out of funds legally available
for payment, on the liquidation preference of $100,000 per share of Series F
Preferred Stock. Dividends on each share of Series F Preferred Stock will accrue
on the liquidation preference of $100,000 per share (1) if the Series F
Preferred Stock is issued before March 15, 2012, for each dividend period from
the date of issuance to, but excluding, March 15, 2012, at a rate per year equal
to three-month LIBOR plus a spread of 0.40%, and (2) if issued on or after
March 15, 2012, at a rate per year equal to the greater of (a) three-month LIBOR
plus a spread of 0.40%, and (b) 4.00%. Dividends on the Series F Preferred
Stock are non-cumulative and payable quarterly in arrears. As long as shares of
Series F Preferred Stock remain outstanding, Bank of America cannot declare or
pay cash dividends on any shares of Common Stock or other capital stock ranking
junior to the Series F Preferred Stock unless full dividends on all outstanding
shares of Series F Preferred Stock for the then-current dividend period have
been paid in full or declared and a sum sufficient for the payment thereof set
aside. Bank of America cannot declare or pay dividends on any shares of its
capital stock ranking equally with the Series F Preferred Stock unless full
dividends on all outstanding shares of Series F Preferred Stock for the
then-current dividend period have been paid in full or declared and a sum
sufficient for the payment thereof set aside. If Bank of America declares
dividends on the Series F Preferred Stock and on any capital stock ranking
equally with the Series F Preferred Stock but cannot make full payment of those
declared dividends, Bank of America will allocate the dividend payments on a pro
rata basis among the holders of the shares of Series F Preferred Stock and the
holders of any capital stock ranking equally with the Series F Preferred Stock.
Voting Rights. Holders of Series F Preferred Stock do not have voting rights,
except as specifically required by Delaware law.
Distributions. In the event of Bank of America's voluntary or involuntary
liquidation, dissolution, or winding up, holders of Series F Preferred Stock are
entitled to receive, out of assets legally available for distribution to
stockholders, before any distribution or payment out of Bank of America's assets
may be made to or set aside for the holders of its capital stock ranking junior
to the Series F Preferred Stock as to distributions, a liquidating distribution
in the amount of the liquidation preference of $100,000 per share, plus any
declared and unpaid dividends, without accumulation of any undeclared dividends,
to the date of liquidation. Shares of Series F Preferred Stock are not subject
to a sinking fund.
Redemption. Bank of America may redeem the Series F Preferred Stock, in whole
or in part, at its option, on any dividend payment date for the Series F
Preferred Stock on or after the later of March 15, 2012 and the date of original
issuance of the Series F Preferred Stock at the redemption price equal to
$100,000 per share, plus dividends that have been declared but not paid plus any
accrued and unpaid dividends for the then-current dividend period to the
redemption date.
Series G Preferred Stock
. . .
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