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BAC > SEC Filings for BAC > Form 8-K on 29-May-2013All Recent SEC Filings

Show all filings for BANK OF AMERICA CORP /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BANK OF AMERICA CORP /DE/


29-May-2013

Material Modification to Rights of Security Holders, Amendments to Arti


ITEM 3.03. Material Modification to Rights of Security Holders.

On May 29, 2013, Bank of America Corporation (the "Company") issued 40,000 shares of Series U Preferred Stock (as defined in Item 5.03 below).

Under the terms of the Series U Preferred Stock, the ability of the Company to declare or pay dividends on, make distributions with respect to, or repurchase, redeem or otherwise acquire for consideration, shares of its common stock or any preferred stock ranking on a parity with or junior to the Series U Preferred Stock will be subject to certain restrictions in the event that the Company fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on its Series U Preferred Stock. The restrictions are set forth in the Certificate of Designations described in Item 5.03 below.



ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 28, 2013, the Company filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware for the purpose of amending its Amended and Restated Certificate of Incorporation to fix the designations, preferences, limitations and relative rights of its Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, $0.01 par value per share (the "Series U Preferred Stock"). The Series U Preferred Stock has a liquidation preference of $25,000 per share. The Certificate of Designations is attached hereto as Exhibit 3.1 and is incorporated by reference herein.



ITEM 8.01. Other Events.

On May 29, 2013, the Company closed the sale of 1,000,000 Depositary Shares (the "Depositary Shares"), each representing a 1/25th interest in a share of the Series U Preferred Stock. The terms of the offering and the Depositary Shares are described in the Company's Prospectus dated March 30, 2012 constituting a part of the Company's Registration Statement on Form S-3 (Registration No. 333-180488), as supplemented by a Final Prospectus Supplement dated May 21, 2013. Additional exhibits are filed herewith in connection with the offering, issuance and sale of Depositary Shares.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The following exhibit is filed herewith.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Underwriting Agreement, dated May 21, 2013 with respect to the offering of 1,000,000 Depositary Shares, each representing a 1/25th interest in a share of Series U Preferred Stock
3.1 Certificate of Designations for the Series U Preferred Stock
4.1 Deposit Agreement, dated May 24, 2013, among the Company, Computershare Inc., Computershare Trust Company, N.A. and the Holders from time to time of the Depositary Receipts
4.2 Form of Certificate for the Series U Preferred Stock
4.3 Form of Depositary Receipt for the Depositary Shares (included in Exhibit 4.1)
5.1 Opinion of McGuireWoods LLP, regarding legality of the Series U Preferred Stock and the Depositary Shares


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