-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LsJmh1i1IMHc3nT4XCrE3zj5ss/2CMAJxTzRy5T7ntc7g/13TLf1yKSWh0lXfjoj 0IceFKH0R6oEmFI4UHB5Cw== 0000070858-04-000237.txt : 20040405 0000070858-04-000237.hdr.sgml : 20040405 20040405115743 ACCESSION NUMBER: 0000070858-04-000237 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040401 FILED AS OF DATE: 20040405 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF AMERICA CORP /DE/ CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560906609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043868486 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER COMPANY: FORMER CONFORMED NAME: BANKAMERICA CORP/DE/ DATE OF NAME CHANGE: 19981022 FORMER COMPANY: FORMER CONFORMED NAME: NATIONSBANK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SARLES H JAY CENTRAL INDEX KEY: 0001195078 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06523 FILM NUMBER: 04716167 MAIL ADDRESS: STREET 1: FLEETBOSTON FINANCIAL CORP STREET 2: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 4 1 doc4.xml PRIMARY DOCUMENT X0201 4 2004-04-01 0 0000070858 BANK OF AMERICA CORP /DE/ BAC 0001195078 SARLES H JAY BANK OF AMERICA CORPORATION 100 FEDERAL STREET BOSTON MA 02110 0 1 0 0 Vice Chm and Spl Advsr to CEO Common Stock 2004-04-01 4 A 0 230241.00 0 A 230241.00 D Common Stock 2004-04-01 4 M 0 69413.00 81.47 A 299654.00 D Common Stock 2004-04-01 4 F 0 23913.00 81.47 D 275741.00 D Common Stock 2004-04-01 4 F 0 1795.00 81.47 D 273946.00 D Common Stock 2004-04-01 4 A 0 19641.03 0 A 19641.03 I 401(k) Common Stock 2004-04-01 4 A 0 111.00 0 A 111.00 I By daughter Common Stock 2004-04-01 4 A 0 8079.00 0 A 8079.00 I By Eaglemere Foundation Common Stock 2004-04-01 4 A 0 29190.00 0 A 29190.00 I GRAT Restricted Stock Units 81.47 2004-04-01 4 A 0 45416.00 81.47 A 2007-04-01 Common Stock 45416.00 45416.00 D Option, Right to Buy 37.26 2004-04-01 4 A 0 66636.00 37.26 A 2005-11-29 Common Stock 66636.00 66636.00 D Option, Right to Buy 41.60 2004-04-01 4 A 0 66636.00 41.60 A 2006-10-15 Common Stock 66636.00 66636.00 D Option, Right to Buy 59.27 2004-04-01 4 A 0 49977.00 59.27 A 2007-10-14 Common Stock 49977.00 49977.00 D Option, Right to Buy 70.34 2004-04-01 4 A 0 88848.00 70.34 A 2008-10-20 Common Stock 88848.00 88848.00 D Option, Right to Buy 66.68 2004-04-01 4 A 0 97178.00 66.68 A 2009-10-18 Common Stock 97178.00 97178.00 D Option, Right to Buy 62.58 2004-04-01 4 A 0 111060.00 62.58 A 2010-10-16 Common Stock 111060.00 111060.00 D Option, Right to Buy 59.36 2004-04-01 4 A 0 111060.00 59.36 A 2011-10-15 Common Stock 111060.00 111060.00 D Option, Right to Buy 38.27 2004-04-01 4 A 0 111060.00 38.27 A 2012-10-14 Common Stock 111060.00 111060.00 D Performance Restricted Stock Units 2004-04-01 4 A 0 69413.00 A Common Stock 69413.00 69413.00 D Performance Restricted Stock Units 2004-04-01 4 M 0 69413.00 81.47 D Common Stock 69413.00 0.00 D Restricted Stock Units 2004-04-01 4 A 0 64168.00 A Common Stock 64168.00 64168.00 D Received in exchange for common stock of FleetBoston Financial at an exchange ratio of .5553 of a share of Bank of America common stock for each share of FleetBoston Financial common stock in connection with the merger of FleetBoston Financial into Bank of America on April 1, 2004. The closing price of FleetBoston Financial common stock on the last day prior to the effective time of the merger was $44.90 per share. Includes 5,209 shares of restricted stock which vested on the effective date of the merger. Disposition of shares to the issuer to satisfy the withholding obligation associated with the vesting of 69,413 restricted shares which is exempt under Rule 16b-3(e). Disposition of shares to the issuer to satisfy the withholding obligation associated with the vesting of 5,209 restricted shares which is exempt under Rule 16b-3(e). These restricted stock units, which are exempt under Rule 16b-3(d), vest on the third anniversary of the grant date. Received in exchange for options to acquire FleetBoston Financial (FleetBoston) at an exchange ratio of .5553 of a share of Bank of America common stock for each share of FleetBoston common stock subject to such option in connection withthe merger of Fleetboston into Bank of America on April 1, 2004. The exercise price per share of Bank of America stock issuable upon exercise of these options is equal to the exercise price per share of FleetBoston common stock at which such FleetBoston option was exercisable immediately prior to the effective time of the merger divided by .5553. The closing price of FleetBoston common stock on the last day prior to the effective time of the merger was $44.90 per share. This option fully vested on the effective date of the merger of FleetBoston Financial into Bank of America Corporation. Received in exchange for FleetBoston Financial performance based restricted stock units at the rate of .5553 Bank of America units for each FleetBoston unit in connection with the merger of FleetBoston into Bank of America Corporation on April 1, 2004. The closing price of FleetBoston common stock on the last day prior to the effective time of the merger was $44.90 per share. These performance restricted stock units fully vested on the effective date of the merger. Received in exchange for FleetBoston Financial restricted stock units at the rate of .5553 Bank of America restricted stock units for each FleetBoston unit held prior to the merger of FleetBoston into Bank of America Corporation on April 1, 2004. The closing price of FleetBoston common stock on the last day prior to the effective time of the merger was $44.90 per share. These restricted stock units vest in three equal installments commencing February 17, 2005. H. Jay Sarles/Roger C. McClary POA 2004-04-02 -----END PRIVACY-ENHANCED MESSAGE-----