What is the main purpose of this 8-K filing?

This 8-K filing updates and supersedes previous descriptions of Bank of America's Common Stock and Preferred Stock. It provides detailed information on the rights, preferences, and terms associated with each class of stock.

Are there any restrictions on Bank of America paying dividends on its Common Stock?

Yes, the ability to pay dividends on Common Stock is subject to and limited by the preferential rights of outstanding Preferred Stock. Specifically, several series of Preferred Stock, particularly those issued under TARP (like Series N, Q, and R), have provisions requiring that all accrued and unpaid dividends on these preferred shares must be paid in full before any dividends can be declared or paid on the Common Stock.

What are the key differences between the various series of Preferred Stock described?

The preferred stock series differ significantly in their liquidation preference (ranging from $1,000 to $100,000 per share), dividend rates (fixed percentages or floating rates tied to LIBOR), dividend payment terms (cumulative vs. non-cumulative), redemption dates and prices, and certain special rights like conversion options (e.g., Series L) or voting rights triggered by dividend arrearages.

How does the Troubled Asset Relief Program (TARP) affect Bank of America's capital stock?

Several series of preferred stock (N, Q, and R) were issued as part of TARP. These shares carry specific dividend rates and redemption terms. Importantly, they impose restrictions on the company's ability to pay common stock dividends and often have redemption features tied to government approval, equity offerings, or specific program timelines.

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

Summary

This Form 8-K filed by Bank of America Corporation (BAC) on April 20, 2009, serves to update and supersede previous filings concerning the description of its Common Stock and Preferred Stock. The filing details the authorized and outstanding shares of common stock, its trading information, and the rights of common stockholders, including voting, dividend entitlement, and liquidation preferences. The report extensively outlines the various series of preferred stock issued by Bank of America, detailing their respective dividend rates (fixed and floating), liquidation preferences, redemption terms, and, in some cases, conversion rights. Notably, several series of preferred stock, including Series N, Q, and R, were issued under the Troubled Asset Relief Program (TARP), and their terms, particularly regarding dividend restrictions on common stock and redemption clauses tied to government programs and equity offerings, are highlighted.

Key Highlights

1Bank of America has authorized 10 billion shares of Common Stock, with approximately 6.40 billion outstanding as of March 31, 2009.
2Common stockholders have one vote per share and are entitled to receive dividends as declared by the board, subject to the preferential rights of preferred stock.
3The filing details numerous series of Preferred Stock, each with specific dividend rates (fixed and floating), liquidation preferences ranging from $1,000 to $100,000 per share, and redemption terms.
4Several series of preferred stock (N, Q, R) were issued under the Troubled Asset Relief Program (TARP) and include provisions that restrict common stock dividends and redemption options tied to government programs.
5Specific preferred stock series (e.g., Series L) include conversion rights into common stock and provisions for conversion rate adjustments under certain corporate events like mergers or fundamental changes.
6Dividend payments on common stock are restricted by the terms of certain preferred stock series, particularly those issued under TARP, requiring full preferred dividends to be paid first.
7The document clarifies that the description of capital stock is a summary and subject to Bank of America's governing documents and Delaware law.

BANK OF AMERICA CORP /DE/ 8-K Report, Corporate Update (Apr 20, 2009)

Summary

Key Highlights

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