What is the exchange ratio for FleetBoston common stock in the merger with Bank of America?

FleetBoston common stockholders will receive 0.5553 shares of Bank of America common stock for each share of FleetBoston common stock they own.

How will the merger be treated for accounting and tax purposes?

The merger will be treated as a purchase by Bank of America under U.S. generally accepted accounting principles (GAAP). It is also intended to qualify as a 'reorganization' for U.S. federal income tax purposes.

Has Bank of America increased its authorized share count?

Yes, Bank of America's Board of Directors approved an amendment to increase the authorized common stock from 5 billion shares to 7.5 billion shares. This increase is to accommodate the merger with FleetBoston and other business purposes.

What happens to FleetBoston's preferred stock as part of this merger?

FleetBoston's Series VI 6.75% Perpetual Preferred Stock will be converted into Bank of America 6.75% Perpetual Preferred Stock, and FleetBoston's Series VII Fixed/Adjustable Rate Cumulative Preferred Stock will be converted into Bank of America Fixed/Adjustable Rate Cumulative Preferred Stock, with specific terms and conditions outlined in the filing.

BANK OF AMERICA CORP /DE/ 8-K SEC Disclosure

Summary

This SEC Form 8-K filing by Bank of America Corporation (BAC) on March 30, 2004, primarily details the structural and equity changes resulting from its previously announced merger with FleetBoston Financial Corporation. The report confirms that the merger will be accounted for as a purchase by Bank of America under GAAP and is intended to be a tax-free reorganization. Key information for investors includes the exchange ratio for FleetBoston common stock (0.5553 shares of BAC common stock per share of FleetBoston common stock) and the conversion terms for FleetBoston's preferred stock into new series of Bank of America preferred stock. Furthermore, the filing updates the description of Bank of America's capital stock. Notably, it announces an increase in authorized common stock from 5 billion to 7.5 billion shares to accommodate the merger and ongoing business needs, with approximately 5.2 billion authorized shares available for issuance post-merger after considering existing reservations. The report also provides a comprehensive overview of the rights, voting powers, dividend entitlements, and liquidation preferences associated with Bank of America's various common and preferred stock classes, including specific details on ESOP Preferred Stock, Series B Preferred Stock, Series BB Preferred Stock, and the newly designated Bank of America 6.75% Perpetual Preferred Stock and Bank of America Fixed/Adjustable Rate Cumulative Preferred Stock stemming from the FleetBoston acquisition.

Key Highlights

1Bank of America Corporation (BAC) and FleetBoston Financial Corporation merger details are outlined, with BAC as the surviving entity.
2The merger will be treated as a purchase for accounting purposes and intended as a tax-free reorganization.
3FleetBoston common stock holders will receive 0.5553 shares of BAC common stock per share.
4FleetBoston preferred stock will be converted into specific new series of Bank of America preferred stock.
5Bank of America's authorized common stock has been increased from 5 billion to 7.5 billion shares to facilitate the merger and future needs.
6The filing provides an updated and detailed description of Bank of America's common and preferred stock terms, including voting rights, dividends, and liquidation preferences.

BANK OF AMERICA CORP /DE/ 8-K Report (Mar 30, 2004)

Summary

Key Highlights

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