Bank of America 2006 Annual Report Download - page 136

Preferred Stock
In November 2006, the Corporation authorized 85,100 shares and issued
81,000 shares, or $2.0 billion, of Bank of America Corporation Floating
Rate Non-Cumulative Preferred Stock, Series E (Series E Preferred Stock)
with a par value of $0.01 per share. Ownership is held in the form of
depositary shares, each representing a 1/1,000
th
interest in a share of
Series E Preferred Stock, paying a quarterly cash dividend on the liqui-
dation preference of $25,000 per share of Series E Preferred Stock at an
annual rate equal to the greater of (a) three-month LIBOR plus 0.35 per-
cent and (b) 4.00 percent, payable quarterly in arrears. On any dividend
date on or after November 15, 2011, the Corporation may redeem Series
E Preferred Stock, in whole or in part, at its option, at $25,000 per share,
plus accrued and unpaid dividends.
In September 2006, the Corporation authorized 34,500 shares and
issued 33,000 shares, or $825 million, of Bank of America Corporation
6.204% Non-Cumulative Preferred Stock, Series D (Series D Preferred
Stock) with a par value of $0.01 per share. Ownership is held in the form
of depositary shares, each representing a 1/1,000
th
interest in a share of
Series D Preferred Stock, paying a quarterly cash dividend on the liqui-
dation preference of $25,000 per share of Series D Preferred Stock at an
annual rate of 6.204 percent. On any dividend date on or after Sep-
tember 14, 2011, the Corporation may redeem Series D Preferred Stock,
in whole or in part, at its option, at $25,000 per share, plus accrued and
unpaid dividends.
Series E Preferred Stock and Series D Preferred Stock (these Series)
shares are not subject to the operations of a sinking fund, have no partic-
ipation rights and are not convertible. The holders of these Series have no
general voting rights. If any quarterly dividend payable on these Series is
in arrears for six or more quarterly dividend periods (whether consecutive
or not), the holders of these Series and any other class or series of pre-
ferred stock ranking equally as to payment of dividends and upon which
equivalent voting rights have been conferred and are exercisable (voting as
a single class) will be entitled to vote for the election of two additional
directors. These voting rights terminate when the Corporation has paid in
full dividends on these Series for at least four quarterly dividend periods
following the dividend arrearage.
During October 2006, the Board declared a $0.38775 regular cash
dividend on the Series D Preferred Stock. The dividend was payable
December 14, 2006, to shareholders of record on November 30, 2006.
On July 14, 2006, the Corporation redeemed its 6.75% Perpetual
Preferred Stock with a stated value of $250 per share. The 382,450
shares, or $96 million, outstanding of preferred stock were redeemed at
the stated value of $250 per share, plus accrued and unpaid dividends.
On July 3, 2006, the Corporation redeemed its Fixed/Adjustable Rate
Cumulative Preferred Stock with a stated value of $250 per share. The
700,000 shares, or $175 million, outstanding of preferred stock were
redeemed at the stated value of $250 per share, plus accrued and unpaid
dividends.
In addition to the preferred stock described above, the Corporation
had 35,045 shares authorized and 7,739 shares, or $1 million, out-
standing of the Series B Preferred Stock with a stated value of $100 per
share paying dividends quarterly at an annual rate of 7.00 percent.
All preferred stock outstanding has preference over our common
stock with respect to the payment of dividends and distribution of our
assets in the event of a liquidation or dissolution. Except in certain
circumstances, the holders of preferred stock have no voting rights.
134 Bank of America 2006