8-KAcquisitions & DispositionsMaterial AgreementsShareholder Matters+3

BANK OF AMERICA CORP /DE/ 8-K Report, Material Agreement (Jan 2, 2009)

Filed January 2, 2009For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

This Form 8-K filing by Bank of America Corporation (BAC) announces the official completion of its merger with Merrill Lynch & Co., Inc. on January 1, 2009. This significant event, following the initial announcement in September 2008, effectively combines two major financial institutions, creating a larger entity with a broader range of services. The filing details the conversion of Merrill Lynch's common and preferred stock into Bank of America stock and the assumption of Merrill Lynch's preferred stock obligations by BAC. In addition to the merger, the filing also notes an amendment to Bank of America's 2003 Key Associate Stock Plan, increasing the available shares for awards. The completion of this merger is a critical development, particularly in the context of the late 2008 financial crisis, as it aimed to strengthen Bank of America's market position and financial stability.

Key Highlights

  • 1Bank of America officially completed its merger with Merrill Lynch & Co., Inc. on January 1, 2009.
  • 2The merger involved the conversion of Merrill Lynch common stock into 0.8595 shares of Bank of America common stock per share.
  • 3Various series of Merrill Lynch preferred stock were converted into equivalent series of Bank of America preferred stock.
  • 4Bank of America has assumed the obligations of Merrill Lynch under its preferred stock deposit agreements.
  • 5The filing details the new ticker symbols and CUSIP numbers for the Bank of America preferred stock depositary shares now listed on the NYSE.
  • 6An amendment to Bank of America's 2003 Key Associate Stock Plan was made, adding 105 million shares to the award pool.
  • 7The company also filed certificates of designations for new series of preferred stock in conjunction with the merger.

Frequently Asked Questions

The main event reported is the completion of the merger between Bank of America Corporation and Merrill Lynch & Co., Inc., which became effective on January 1, 2009.

Each outstanding share of Merrill Lynch common stock was converted into the right to receive 0.8595 shares of Bank of America common stock. Preferred stockholders of Merrill Lynch had their shares converted into equivalent series of Bank of America preferred stock.

Yes, an amendment to Bank of America's 2003 Key Associate Stock Plan was made, which increased the pool of shares available for awards by 105 million.

The filing of certificates of designations for several series of Bank of America Preferred Stock relates to the conversion of Merrill Lynch's preferred stock into these new Bank of America series, formalizing the terms and rights associated with them post-merger.