-----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, Pcwrh7WeTjBRJ3ooI9i8KbsJxbMAqAzm2ds+qcVzpieRQAL2TfL72IhrW0ieijVj bmOOFVlLVDwJD9oT6c143w== 0001225208-06-000151.txt : 20060104 0001225208-06-000151.hdr.sgml : 20060104 20060104150656 ACCESSION NUMBER: 0001225208-06-000151 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060101 FILED AS OF DATE: 20060104 DATE AS OF CHANGE: 20060104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRAMBLE FRANK P CENTRAL INDEX KEY: 0001166100 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06523 FILM NUMBER: 06506923 BUSINESS ADDRESS: STREET 1: C/O ALL FIRST & FINANICAL INC STREET 2: 25 S CHARLES ST CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 410 244 4440 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 4 1 doc4.xml X0202 4 2006-01-01 0000070858 BANK OF AMERICA CORP /DE/ BAC 0001166100 BRAMBLE FRANK P 100 NORTH TRYON STREET NC1-007-23-02 CHARLOTTE 28255 1 Common Stock 2006-01-01 4 A 0 82034 0 A 82034 D Common Stock 2006-01-01 4 A 0 822 46.15 A 86680 D Option, Right to Buy 34.9 2006-01-01 4 A 0 58980 34.9 A 2013-01-07 Common Stock 58980 58980 D Option, Right to Buy 31.25 2006-01-01 4 A 0 58980 31.25 A 2012-09-03 Common Stock 58980 58980 D Received in exchange for common stock of MBNA Corporation at an exchange rate of .5009 of a share of Bank of America and $4.125 in cash for each share of MBNA Corporation in connection with the merger of MBNA into Bank of America on January 1, 2006. On last business day preceding the effective date of the merger, the closing price of MBNA's common stock was $27.15 per share, and the closing price of Bank of America's common stock was $46.15 per share. Shares represent payment of a portion of the annual retainer and an additional award of restricted shares under the Bank of America Corporation Directors' Stock Plan in transactions exempt under Rule 16b-3. This option fully vested on the effective date of the merger of MBNA Corporation into Bank of America Corporation. Received in exchange for options to acquire MBNA Corporation at an exchange ratio which is the sum of (a) .5009 and (b) $4.125 divided by the average closing price of Bank of America common stock over the five trading days immediately prior to the effective date of the merger on January 1, 2006.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 MBNA common stock at which such MBNA option was exercisable immediately prior to the effective date of the merger divided by the exchange ratio. On the last business day immediately preceding the effective date of the merger the closing price of MBNA common stock was $27.15 per share and the closing price of Bank of America common stock was $46.15 per share. Frank P. Bramble/Roger C. Mcclary POA 2006-01-04 -----END PRIVACY-ENHANCED MESSAGE-----