8-K/AOther Events

BANK OF AMERICA CORP /DE/ 8-K/A Report (Apr 14, 2004)

Filed April 14, 2004For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

This Form 8-K/A filing from Bank of America Corporation (BAC) on April 14, 2004, serves as an amendment to a previously filed 8-K, providing crucial financial details following the completion of its merger with FleetBoston Financial Corporation. The primary purpose of this filing is to satisfy regulatory requirements by furnishing the audited financial statements of the acquired entity, FleetBoston, for the fiscal year ended December 31, 2003, and to present pro forma financial information reflecting the combined entity as if the merger had occurred at the beginning of that fiscal year. For investors, this amendment is significant as it offers a clearer picture of the financial impact of the FleetBoston acquisition on Bank of America's financial standing. By providing these detailed financial statements and pro forma figures, the company enables stakeholders to better assess the scale, profitability, and asset/liability structure of the newly enlarged entity. This information is essential for evaluating the strategic rationale behind the merger and its potential to create shareholder value.

Key Highlights

  • 1Bank of America (BAC) filed an 8-K/A amendment on April 14, 2004, to provide required financial information related to its merger with FleetBoston Financial Corporation.
  • 2The filing includes the audited consolidated financial statements of FleetBoston as of and for the fiscal year ended December 31, 2003 (Exhibit 99.2).
  • 3Unaudited Pro Forma Condensed Combined Financial Information as of and for the fiscal year ended December 31, 2003, is also provided (Exhibit 99.3).
  • 4This amendment fulfills Item 7(a) and 7(b) of Form 8-K, which require financial statements of the acquired business and pro forma financial information post-merger.
  • 5The merger with FleetBoston was officially closed on April 1, 2004.
  • 6The filing incorporates by reference the Agreement and Plan of Merger dated October 27, 2003.
  • 7A press release dated April 1, 2004, regarding the closing of the merger is also included as Exhibit 99.1.

Frequently Asked Questions

This filing is an amendment to a previous 8-K report. Its primary purpose is to officially provide the required audited financial statements for FleetBoston Financial Corporation for the fiscal year ended December 31, 2003, and the pro forma financial information for the combined entity, as mandated by SEC regulations following the completion of the merger between Bank of America and FleetBoston.

The merger with FleetBoston Financial Corporation officially closed on April 1, 2004.

This amendment provides two key sets of financial information: 1) the audited consolidated financial statements of FleetBoston for the fiscal year ended December 31, 2003, and 2) unaudited pro forma condensed combined financial information as of and for the fiscal year ended December 31, 2003, illustrating the combined financial position and performance of Bank of America and FleetBoston.

The audited consolidated financial statements of FleetBoston are included as Exhibit 99.2, and the unaudited pro forma condensed combined financial information is included as Exhibit 99.3 to this Form 8-K/A filing.