SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 1, 1994
NATIONSBANK CORPORATION
_________________________________________________________
(Exact name of registrant as specified in its charter)
North Carolina 1-6523 56-0906609
________________________ _____________ _________________
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
NationsBank Corporate Center, Charlotte, North Carolina 28255
______________________________________________________________
(Address of principal executive offices) (Zip Code)
(704) 386-5000
________________________________________________________________
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
Effective on August 1, 1994, a Committee of the Board of
Directors of the Registrant approved the public offering of an
aggregate principal amount of $300,000,000 of the Registrant's
7-3/4% Subordinated Notes, due 2004 (the "Notes") to various
underwriters (the "Underwriters") and otherwise established the
terms and conditions of the Notes and the sale thereof. The
resolutions of such Committee are included as Exhibit 99.1
hereto.
Also on August 1, 1994, the Registrant entered into an
underwriting agreement with the Underwriters ("Underwriting
Agreement"). The terms of the offering and the Notes are
described in the Registrant's Prospectus dated August 12, 1993
constituting a part of the Registration Statement (hereinafter
described), as supplemented by a Prospectus Supplement dated
August 1, 1994. The Underwriting Agreement is included as
Exhibit 1.1 hereto.
The Notes were issued pursuant to the Registrant's
Registration Statement on Form S-3, Registration No. 33-49881
(the "Registration Statement"), on a delayed basis pursuant to
Rule 415 under the Securities Act of 1933, as amended. The
Registration Statement registered up to $4,000,000,000 aggregate
initial offering price of the Registrant's unsecured debt
securities (either senior or subordinated) and shares of its
preferred stock and common stock and was declared effective on
August 12, 1993. After the closing of the sale of the Notes,
expected to occur on August 8, 1994, debt securities, preferred
stock or common stock having an approximate aggregate initial
offering price of $1,925,000,000 will remain unsold under the
Registration Statement.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Underwriting Agreement dated August 1, 1994
with respect to the offering of the Notes
4.1 Form of Note
12.1 Computation of Ratio of Earnings to Fixed
Charges for the three months ended
March 31, 1994 and the six months ended
June 30, 1994 and for each of the years
in the five-year period ended December 31,
1993
99.1 Resolutions of a Committee of the Board of
Directors effective August 1, 1994 with
respect to the terms of the offering of
the Notes
99.2 News Release disseminated on August 1, 1994
regarding the sale of the Notes
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
NATIONSBANK CORPORATION
By: \s\ CHARLES M. BERGER
Deputy General Counsel
Dated: August 4, 1994
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
1.1 Underwriting Agreement dated
August 1, 1994 with respect
to the offering of the Notes
4.1 Form of Note
12.1 Computation of Ratio of Earnings
to Fixed Charges for three months ended
March 31, 1994 and the six months ended
June 30, 1994 and for each of the years
in the five-year period ended December 31,
1993
99.1 Resolutions of a Committee of the Board of
Directors effective August 1, 1994 with
respect to the terms of the offering of
the Notes
99.2 News Release disseminated on
August 1, 1994 regarding the sale
of the Notes
EXHIBIT 1.1
NATIONSBANK CORPORATION
UNDERWRITING AGREEMENT
New York, New York
August 1, 1994
To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto
Dear Sirs:
NationsBank Corporation, a North Carolina corporation (the
"Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), for whom you are acting
as representatives (the "Representatives"), the principal amount
of its securities identified in Schedule I hereto (the
"Securities"), to be issued under an indenture dated as of
November 1, 1992, as amended by the First Supplemental Indenture
dated as of July 1, 1993 (as so amended, the "Indenture") between
the Company and The Bank of New York, as trustee (the "Trustee").
If the firm or firms listed in Schedule II hereto include only
the firm or firms listed in Schedule I hereto, then the terms
"Underwriters" and "Representatives", as used herein, each shall
be deemed to refer to such firm or firms.
1. REPRESENTATIONS AND WARRANTIES. The Company represents
and warrants to, and agrees with, each Underwriter that:
(a) The Company meets the requirements for use of Form
S-3 under the Securities Act of 1933 (the "Act") and has filed
with the Securities and Exchange Commission (the "Commission") a
registration statement on such Form (the file number of which is
set forth in Schedule I hereto), which has become effective, for
the registration under the Act of the Securities. Such
registration statement, as amended at the date of this Agreement,
meets the requirements set forth in Rule 415(a)(1) under the Act
and complies in all other material respects with said Rule. The
Company proposes to file with the Commission pursuant to Rule 424
under the Act a supplement to the form of prospectus included in
such registration statement relating to the Securities and the
plan of distribution thereof and has previously advised you of
all further information (financial and other) with respect to the
Company to be set forth therein. Such registration statement,
including the exhibits thereto, as amended at the date of this
Agreement, is hereinafter called the "Registration Statement";
such prospectus in the form in which it appears in the
Registration Statement is hereinafter called the "Basic
Prospectus"; and such supplemented form of prospectus, in the
form in which it shall be filed with the Commission pursuant to
Rule 424 (including the Basic Prospectus as so supplemented) is
hereinafter called the "Final Prospectus." Any preliminary form
of the Final Prospectus which has heretofore been filed pursuant
to Rule 424 hereinafter is called the "Preliminary Final
Prospectus." Any reference herein to the Registration Statement,
the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12
of Form S-3 which were filed under the Securities Exchange Act of
1934 (the "Exchange Act") on or before the date of this
Agreement, or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case
may be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration
Statement, the Basic Prospectus, and the Preliminary Final
Prospectus or the Final Prospectus shall be deemed to refer to
and include the filing of any document under the Exchange Act
after the date of this Agreement, or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be, and deemed to be incorporated
therein by reference.
(b) As of the date hereof, when the Final Prospectus
is first filed pursuant to Rule 424, when, prior to the Closing
Date (as hereinafter defined), any amendment to the Registration
Statement becomes effective (including the filing of any document
incorporated by reference in the Registration Statement), when
any supplement to the Final Prospectus is filed with the
Commission and at the Closing Date (as hereinafter defined), (i)
the Registration Statement as amended as of any such time, and
the Final Prospectus, as amended or supplemented as of any such
time, and the Indenture will comply in all material respects with
the applicable requirements of the Act, the Trust Indenture Act
of 1939 (the "Trust Indenture Act") and the Exchange Act and the
respective rules thereunder, (ii) the Registration Statement, as
amended as of any such time, will not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein not misleading, and (iii) the Final
Prospectus, as amended or supplemented as of any such time, will
not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or
warranties as to (A) that part of the Registration Statement
which shall constitute the Statement of Eligibility and
Qualification of the Trustee (Form T-1) under the Trust Indenture
Act of the Trustee or (B) the information contained in or omitted
from the Registration Statement or the Final Prospectus or any
amendment thereof or supplement thereto in reliance upon and in
conformity with information furnished in writing to the Company
by or on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation of the
Registration Statement and the Final Prospectus.
2. PURCHASE AND SALE. Subject to the terms and conditions
and in reliance upon the representations and warranties herein
set forth, the Company agrees to sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase
from the Company, at the purchase price set forth in Schedule I
hereto, the principal amount of the Securities set forth opposite
such Underwriter's name in Schedule II hereto, except that, if
Schedule I hereto provides for the sale of Securities pursuant to
delayed delivery arrangements, the respective principal amounts
of Securities to be purchased by the Underwriters shall be set
forth in Schedule II hereto, less the respective amounts of
Contract Securities determined as provided below. Securities to
be purchased by the Underwriters are herein sometimes called the
"Underwriters' Securities" and Securities to be purchased
pursuant to Delayed Delivery Contracts as hereinafter provided
are herein called "Contract Securities."
If so provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Securities from the
Company pursuant to delayed delivery contracts ("Delayed Delivery
Contracts"), substantially in the form of Schedule III hereto but
with such changes therein as the Company may authorize or
approve. The Underwriters will endeavor to make such
arrangements and, as compensation therefor, the Company will pay
to the Representatives, for the account of the Underwriters, on
the Closing Date, the percentage set forth in Schedule I hereto
of the principal amount of the Securities for which Delayed
Delivery Contracts are made. Delayed Delivery Contracts are to
be with institutional investors, including commercial and savings
banks, insurance companies, pension funds, investment companies
and educational and charitable institutions. The Company will
make Delayed Delivery Contracts in all cases where sales of
Contract Securities arranged by the Underwriters have been
approved by the Company but, except as the Company may otherwise
agree, each such Delayed Delivery Contract must be for not less
than the minimum principal amount set forth in Schedule I hereto
and the aggregate principal amount of Contract Securities may not
exceed the maximum aggregate principal amount set forth in
Schedule I hereto. The Underwriters will not have any
responsibility in respect of the validity or performance of
Delayed Delivery Contracts. The principal amount of Securities
to be purchased by each Underwriter as set forth in Schedule II
hereto shall be reduced by an amount which shall bear the same
proportion to the total principal amount of Contract Securities
as the principal amount of Securities set forth opposite the name
of such Underwriter bears to the aggregate principal amount set
forth in Schedule II hereto, except to the extent that you
determine that such reduction shall be otherwise than in such
proportion and so advise the Company in writing; provided,
however, that the total principal amount of Securities to be
purchased by all Underwriters shall be the aggregate principal
amount set forth in Schedule II hereto, less the aggregate
principal amount of Contract Securities.
3. DELIVERY AND PAYMENT. Delivery of and payment for the
Underwriters' Securities shall be made at the office, on the date
and at the time specified in Schedule I hereto, which date and
time may be postponed by agreement between the Representatives
and the Company or as provided in Section 8 hereof (such date and
time of delivery and payment for the Securities being herein
called the "Closing Date"). Delivery of the Underwriters'
Securities shall be made to the Representatives for the
respective accounts of the several Underwriters against payment
by the several Underwriters through the Representatives of the
purchase price thereof in the manner set forth in Schedule I
hereto. Certificates for the Underwriters' Securities shall be
registered in such names and in such denominations as the
Representatives may request not less than three full business
days in advance of the Closing Date.
4. AGREEMENTS. The Company agrees with the several
Underwriters that:
(a) Prior to the termination of the offering of the
Securities, the Company will not file any amendment of the
Registration Statement or supplement (including the Final
Prospectus) to the Basic Prospectus unless the Company has
furnished you a copy for your review prior to filing and will not
file any such proposed amendment or supplement to which you
reasonably object. Subject to the foregoing sentence, the
Company will cause the Final Prospectus to be transmitted to the
Commission for filing pursuant to Rule 424 via the Electronic
Data Gathering, Analysis and Retrieval System and will cause the
Final Prospectus to be filed with the Commission pursuant to said
Rule. The Company will advise the Representatives promptly (i)
when the Final Prospectus shall have been transmitted to the
Commission for filing pursuant to Rule 424, (ii) when any
amendment to the Registration Statement relating to the
Securities shall have become effective, (iii) of any request by
the Commission for any amendment of the Registration Statement or
amendment of or supplement to the Final Prospectus or for any
additional information, (iv) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration
Statement or the institution or threatening of any proceeding for
that purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose. The Company
will use its best efforts to prevent the issuance of any such
stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event
occurs as a result of which the Final Prospectus as then amended
or supplemented would include any untrue statement of a material
fact or omit to state any material fact necessary to make the
statements therein in light of the circumstances under which they
were made not misleading, or if it shall be necessary to amend or
supplement the Final Prospectus to comply with the Act or the
Exchange Act or the respective rules thereunder, the Company
promptly will prepare and file with the Commission, subject to
the first sentence of paragraph (a) of this Section 4, an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance.
(c) The Company will make generally available to its
security holders and to the Representatives as soon as
practicable, but not later than 60 days after the close of the
period covered thereby, an earnings statement (in form complying
with the provisions of Rule 158 under the Act) covering a twelve
month period beginning not later than the first day of the
Company's fiscal quarter next following the "effective date" (as
defined in Rule 158) of the Registration Statement.
(d) The Company will furnish to the Representatives
and counsel for the Underwriters, without charge, copies of the
Registration Statement (including exhibits thereto) and each
amendment thereto which shall become effective on or prior to the
Closing Date and, so long as delivery of a prospectus by an
Underwriter or dealer may be required by the Act, as many copies
of any Preliminary Final Prospectus and the Final Prospectus and
any amendments thereof and supplements thereto as the
Representatives may reasonably request. The Company will pay the
expenses of printing all documents relating to the offering.
(e) The Company will arrange for the qualification of
the Securities for sale under the laws of such jurisdictions as
the Representatives may reasonably designate, will maintain such
qualifications in effect so long as required for the distribution
of the Securities and will arrange for the determination of the
legality of the Securities for purchase by institutional
investors; provided, however, that the Company shall not be
required to qualify to do business in any jurisdiction where it
is not now so qualified or to take any action which would subject
it to general or unlimited service of process of any jurisdiction
where it is not now so subject.
(f) The Company will not, without the consent of the
Representatives, offer or sell, or announce the offering of, any
securities covered by the Registration Statement or by any other
registration statement filed under the Act until the business day
following the Closing Date.
5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the Underwriters to purchase the Underwriters'
Securities shall be subject to the accuracy of the
representations and warranties on the part of the Company
contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement
filed prior to the Closing Date (including the filing of any
document incorporated by reference therein) and as of the Closing
Date, to the accuracy of the statements of the Company made in
any certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to
the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have
been issued and no proceedings for that purpose shall have been
instituted or threatened; and the Final Prospectus shall have
been filed or transmitted for filing with the Commission within
the time period prescribed by the Commission.
(b) The Company shall have furnished to the
Representatives the opinion of Smith Helms Mulliss & Moore,
L.L.P., counsel for the Company, dated the Closing Date, to the
effect of paragraphs (i), (iv) and (vi) through (xii) below, and
the opinion of Paul J. Polking, General Counsel to the Company,
dated the Closing Date, to the effect of paragraphs (ii), (iii)
and (v) below:
(i) the Company is a duly organized and validly
existing corporation in good standing under the laws of the State
of North Carolina, has the corporate power and authority to own
its properties and conduct its business as described in the Final
Prospectus, and is duly registered as a bank holding company
under the Bank Holding Company Act of 1956, as amended;
NationsBank of Florida, National Association, NationsBank of
Georgia, National Association, NationsBank of North Carolina,
National Association, NationsBank of South Carolina, National
Association, NationsBank of Texas, National Association and
NationsBank of Virginia, National Association (collectively, the
"Subsidiaries") are national banking associations formed under
the laws of the United States and authorized thereunder to
transact business;
(ii) neither the Company nor any of the
Subsidiaries is required to be qualified or licensed to do
business as a foreign corporation in any jurisdiction;
(iii) all the outstanding shares of capital
stock of each Subsidiary have been duly and validly authorized
and issued and are fully paid and (except as provided in 12
U.S.C. Section 55, as amended) nonassessable, and, except as
otherwise set forth in the Final Prospectus, all outstanding
shares of capital stock of the Subsidiaries (except directors'
qualifying shares) are owned, directly or indirectly, by the
Company free and clear of any perfected security interest and, to
the knowledge of such counsel, after due inquiry, any other
security interests, claims, liens or encumbrances;
(iv) the Securities conform in all material
respects to the description thereof contained in the Final
Prospectus;
(v) if the Securities are to be listed on the New
York Stock Exchange, authorization therefor has been given,
subject to official notice of issuance and evidence of
satisfactory distribution, or the Company has filed a preliminary
listing application and all required supporting documents with
respect to the Securities with the New York Stock Exchange and
such counsel has no reason to believe that the Securities will
not be authorized for listing, subject to official notice of
issuance and evidence of satisfactory distribution;
(vi) the Indenture has been duly authorized,
executed and delivered, has been duly qualified under the Trust
Indenture Act, and constitutes a legal, valid and binding
instrument enforceable against the Company in accordance with its
terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium, fraudulent
conveyance or other similar laws affecting the rights of
creditors now or hereafter in effect, and to equitable principles
that may limit the right to specific enforcement of remedies, and
further subject to 12 U.S.C. Section1818(b)(6)(d) and similar
bank regulatory powers and to the application of principles of
public policy); and the Securities have been duly authorized and,
when executed and authenticated in accordance with the provisions
of the Indenture and delivered to and paid for by the
Underwriters pursuant to this Agreement, in the case of the
Underwriters' Securities, or by the purchasers thereof pursuant
to Delayed Delivery Contracts, in the case of any Contract
Securities, will constitute legal, valid and binding obligations
of the Company entitled to the benefits of the Indenture
(subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium, fraudulent
conveyance or other similar laws affecting the rights of
creditors now or hereafter in effect, and to equitable principles
that may limit the right to specific enforcement of remedies, and
further subject to 12 U.S.C. Section1818(b)(6)(d) and similar
bank regulatory powers and to the application of principles of
public policy);
(vii) to the best knowledge of such counsel,
there is no pending or threatened action, suit or proceeding
before any court or governmental agency, authority or body or any
arbitrator involving the Company or any of its subsidiaries, of a
character required to be disclosed in the Registration Statement
which is not adequately disclosed in the Final Prospectus, and
there is no franchise, contract or other document of a character
required to be described in the Registration Statement or Final
Prospectus, or to be filed as an exhibit, which is not described
or filed as required;
(viii) the Registration Statement has become
effective under the Act; to the best knowledge of such counsel no
stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose
have been instituted or threatened; the Registration Statement,
the Final Prospectus and each amendment thereof or supplement
thereto (other than the financial statements and other financial
and statistical information contained therein or incorporated by
reference therein, as to which such counsel need express no
opinion) comply as to form in all material respects with the
applicable requirements of the Act and the Exchange Act and the
respective rules thereunder; and such counsel has no reason to
believe that the Registration Statement or any amendment thereof
at the time it became effective contained any untrue statement of
a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading or that the Final Prospectus, as amended or
supplemented, contains any untrue statement of a material fact or
omits to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading;
(ix) this Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and delivered by
the Company and constitute a legal, valid and binding instrument
enforceable against the Company in accordance with its terms
(subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium, fraudulent
conveyance or other similar laws affecting the rights of
creditors now or hereafter in effect, and to equitable principles
that may limit the right to specific enforcement of remedies, and
except insofar as the enforceability of the indemnity and
contribution provisions contained in this Agreement may be
limited by federal and state securities laws, and further subject
to 12 U.S.C. Section1818(b)(6)(d) and similar bank regulatory
powers and to the application of principles of public policy);
(x) no consent, approval, authorization or order
of any court or governmental agency or body is required to be
obtained by the Company for the consummation of the transactions
contemplated herein or in any Delayed Delivery Contracts, except
such as have been obtained under the Act and such as may be
required under the blue sky laws of any jurisdiction in
connection with the purchase and distribution of the Securities
by the Underwriters and such other approvals (specified in such
opinion) as have been obtained;
(xi) neither the issue and sale of the
Securities, nor the consummation of any other of the transactions
herein contemplated nor the fulfillment of the terms hereof or of
any Delayed Delivery Contracts will conflict with, result in a
breach of, or constitute a default under the articles of
incorporation or by-laws of the Company or, to the best knowledge
of such counsel, the terms of any indenture or other agreement or
instrument known to such counsel and to which the Company or any
of its subsidiaries is a party or bound, or any order or
regulation known to such counsel to be applicable to the Company
or any of its subsidiaries of any court, regulatory body,
administrative agency, governmental body or arbitrator having
jurisdiction over the Company or any of its affiliates; and
(xii) to the best knowledge and information of
such counsel, each holder of securities of the Company having
rights to the registration of such securities under the
Registration Statement has waived such rights or such rights have
expired by reason of lapse of time following notification of the
Company's intention to file the Registration Statement.
In rendering such opinion, such counsel may rely (A) as
to matters involving the application of laws of any jurisdiction
other than the State of North Carolina or the United States, to
the extent deemed proper and specified in such opinion, upon the
opinion of other counsel of good standing believed to be reliable
and who are satisfactory to counsel for the Underwriters; and (B)
as to matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company and its
subsidiaries and public officials.
(c) The Representatives shall have received from
Stroock & Stroock & Lavan, counsel for the Underwriters, such
opinion or opinions, dated the Closing Date, with respect to the
issuance and sale of the Securities, the Indenture, any Delayed
Delivery Contracts, the Registration Statement, the Final
Prospectus and other related matters as the Representatives may
reasonably require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of
enabling them to pass upon such matters.
(d) The Company shall have furnished to the
Representatives a certificate of the Company, signed by the
Chairman of the Board and Chief Executive Officer or a Senior
Vice President and the principal financial or accounting officer
of the Company, dated the Closing Date, to the effect that the
signers of such certificate have carefully examined the
Registration Statement, the Final Prospectus and this Agreement
and that to the best of their knowledge:
(i) the representations and warranties of the
Company in this Agreement are true and correct in all material
respects on and as of the Closing Date with the same effect as if
made on the Closing Date and the Company has complied with all
the agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness
of the Registration Statement, as amended, has been issued and no
proceedings for that purpose have been instituted or threatened;
and
(iii) since the date of the most recent financial
statements included in the Final Prospectus, there has been no
material adverse change in the condition (financial or other),
earnings, business or properties of the Company and its
subsidiaries, whether or not arising from transactions in the
ordinary course of business, except as set forth in or
contemplated in the Final Prospectus.
(e) At the Closing Date, Price Waterhouse shall have
furnished to the Representatives a letter or letters (which may
refer to letters previously delivered to one or more of the
Representatives), dated as of the Closing Date, in form and
substance satisfactory to the Representatives, confirming that
the response, if any, to Item 10 of the Registration Statement is
correct insofar as it relates to them and stating in effect that:
(i) They are independent public accountants with
respect to the Company and its subsidiaries within the meaning of
the Act and the regulations thereunder.
(ii) In their opinion, the consolidated financial
statements of the Company and its subsidiaries audited by them
and included or incorporated by reference in the Registration
Statement and Prospectus comply as to form in all material
respects with the applicable accounting requirements of the Act
and the regulations thereunder with respect to registration
statements and Form S-3 and the Exchange Act and the regulations
thereunder.
(iii) On the basis of procedures (but not an audit
in accordance with generally accepted auditing standards)
consisting of:
(a) Reading the minutes of the meetings of
the shareholders, the board of directors, executive committee and
audit committee of the Company and the boards of directors and
executive committees of its subsidiaries as set forth in the
minute books through a specified date not more than five business
days prior to the date of delivery of such letter;
(b) Performing the procedures specified by
the American Institute of Certified Public Accountants for a
review of interim financial information as described in SAS No.
71, Interim Financial Information, on the unaudited condensed
consolidated interim financial statements of the Company and its
consolidated subsidiaries included or incorporated by reference
in the Registration Statement and Prospectus and reading the
unaudited interim financial data, if any, for the period from the
date of the latest balance sheet included or incorporated by
reference in the Registration Statement and Prospectus to the
date of the latest available interim financial data; and
(c) Making inquiries of certain officials of
the Company who have responsibility for financial and accounting
matters regarding the specific items for which representations
are requested below;
nothing has come to their attention as a result of the
foregoing procedures that caused them to believe that:
(1) the unaudited condensed consolidated
interim financial statements, included or incorporated by
reference in the Registration Statement and Prospectus, do not
comply as to form in all material respects with the applicable
accounting requirements of the Exchange Act and the published
rules and regulations thereunder;
(2) any material modifications should be
made to the unaudited condensed consolidated interim financial
statements, included or incorporated by reference in the
Registration Statement and Prospectus, for them to be in
conformity with generally accepted accounting principles;
(3) (i) at the date of the latest available
interim financial data and at the specified date not more than
five business days prior to the date of the delivery of such
letter, there was any change in the capital stock or the
long-term debt (other than scheduled repayments of such debt) or
any decreases in shareholders' equity of the Company and the
subsidiaries on a consolidated basis as compared with the amounts
shown in the latest balance sheet included or incorporated by
reference in the Registration Statement and the Prospectus or
(ii) for the period from the date of the latest available
financial data to a specified date not more than five business
days prior to the delivery of such letter, there was any change
in the capital stock or the long-term debt (other than scheduled
repayments of such debt) or any decreases in shareholders' equity
of the Company and the subsidiaries on a consolidated basis,
except in all instances for changes or decreases which the
Registration Statement and Prospectus discloses have occurred or
may occur, or Price Waterhouse shall state any specific changes
or decreases.
(iv) The letter shall also state that Price
Waterhouse has carried out certain other specified procedures,
not constituting an audit, with respect to certain amounts,
percentages and financial information which are included or
incorporated by reference in the Registration Statement and
Prospectus and which are specified by the Representatives and
agreed to by Price Waterhouse, and has found such amounts,
percentages and financial information to be in agreement with the
relevant accounting, financial and other records of the Company
and its subsidiaries identified in such letter.
In addition, at the time this Agreement is executed,
Price Waterhouse shall have furnished to the Representatives a
letter or letters, dated the date of this Agreement, in form and
substance satisfactory to the Representatives and Price
Waterhouse, to the effect set forth in this paragraph (e) and in
Schedule I hereto.
(f) Subsequent to the respective dates as of which
information is given in the Registration Statement and the Final
Prospectus, there shall not have been (i) any change or decrease
specified in the letter or letters referred to in paragraph (e)
of this Section 5 or (ii) any change, or any development
involving a prospective change, in or affecting the earnings,
business or properties of the Company and its subsidiaries the
effect of which, in any case referred to in clause (i) or (ii)
above, is, in the judgment of the Representatives, so material
and adverse as to make it impractical or inadvisable to proceed
with the offering or the delivery of the Securities as
contemplated by the Registration Statement and the Final
Prospectus.
(g) Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information,
certificates and documents as the Representatives may reasonably
request.
(h) The Company shall have accepted Delayed Delivery
Contracts in any case where sales of Contract Securities arranged
by the Underwriters have been approved by the Company.
If any of the conditions specified in this Section 5 shall
not have been fulfilled in all material respects when and as
provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form
and substance to the Representatives and their counsel, this
Agreement and all obligations of the Underwriters hereunder may
be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to
the Company in writing or by telephone or telegraph confirmed in
writing.
6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale
of the Securities provided for herein is not consummated because
any condition to the obligations of the Underwriters set forth in
Section 5 hereof is not satisfied or because of any refusal,
inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than
by reason of a default by any of the Underwriters, the Company
will reimburse the Underwriters severally upon demand for all
out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them
in connection with the proposed purchase and sale of the
Securities.
7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company
agrees to indemnify and hold harmless each Underwriter and each
person who controls any Underwriter within the meaning of either
the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of
them may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement for the registration
of the Securities as originally filed or in any amendment
thereof, or in the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, or in any amendment thereof
or supplement thereto, or arise out of or are based upon omission
or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading, and agrees to reimburse each such indemnified party
for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that (i) the
Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and
in conformity with written information furnished to the Company
by or on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation thereof,
and (ii) such indemnity with respect to the Basic Prospectus or
any Preliminary Final Prospectus shall not inure to the benefit
of any Underwriter (or any person controlling such Underwriter)
from whom the person asserting any such loss, claim, damage or
liability purchased the Securities which are the subject thereof
if such person did not receive a copy of the Final Prospectus (or
the Final Prospectus as amended or supplemented) excluding
documents incorporated therein by reference at or prior to the
confirmation of the sale of such Securities to such person in any
case where such delivery is required by the Act and the untrue
statement or omission of a material fact contained in the Basic
Prospectus or any Preliminary Final Prospectus was corrected in
the Final Prospectus (or the Final Prospectus as amended or
supplemented). This indemnity agreement will be in addition to
any liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers
who signs the Registration Statement, and each person who
controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from
the Company to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the
Representatives specifically for use in the preparation of the
documents referred to in the foregoing indemnity. This indemnity
agreement will be in addition to any liability which any
Underwriter may otherwise have. The Company acknowledges that
the statements set forth in the last paragraph of the cover page
and under the heading "Underwriting" or "Plan of Distribution" in
any Preliminary Final Prospectus or the Final Prospectus
constitute the only information furnished in writing by or on
behalf of the several Underwriters for inclusion in the documents
referred to in the foregoing indemnity, and you, as the
Representatives, confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and,
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel,
approved by the Representatives in the case of subparagraph (a),
representing the indemnified parties under subparagraph (a) who
are parties to such action), (ii) the indemnifying party shall
not have employed counsel satisfactory to the indemnified party
to represent the indemnified party within a reasonable time after
notice of commencement of the action or (iii) the indemnifying
party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and
except that if clause (i) or (iii) is applicable, such liability
shall be only in respect of the counsel referred to in such
clause (i) or (iii).
(d) To provide for just and equitable contribution in
circumstances in which the indemnification provided for in
paragraph (a) of this Section 7 is due in accordance with its
terms but is for any reason held by a court to be unavailable
from the Company on the grounds of policy or otherwise, the
Company and the Underwriters shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or
defending same) to which the Company and one or more of the
Underwriters may be subject in such proportion so that the
Underwriters are responsible for that portion represented by the
percentage that the underwriting discount bears to the sum of
such discount and the purchase price of the Securities specified
in Schedule I hereto and the Company is responsible for the
balance; provided, however, that (y) in no case shall any
Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount
applicable to the Securities purchased by such Underwriter
hereunder and (z) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. For purposes of
this Section 7, each person who controls an Underwriter within
the meaning of the Act shall have the same rights to contribution
as such Underwriter, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to
clause (y) of this paragraph (d). Any party entitled to
contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party
in respect of which a claim for contribution may be made against
another party or parties under this paragraph (d), notify such
party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the
party or parties from whom contribution may be sought from any
other obligation it or they may have hereunder or otherwise than
under this paragraph (d).
8. DEFAULT BY AN UNDERWRITER. If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Securities set forth
opposite their names in Schedule II hereto bear to the aggregate
amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate
amount of Securities set forth in Schedule II hereto, the
remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not
purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for
such period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected. Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.
9. TERMINATION. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by
notice given to the Company prior to delivery of and payment for
the Securities, if prior to such time (i) trading in securities
generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been
established on such Exchange, (ii) a banking moratorium shall
have been declared either by Federal, Florida, Georgia, New York,
North Carolina, South Carolina, Texas or Virginia state
authorities or (iii) there shall have occurred any outbreak or
material escalation of hostilities or other calamity or crisis
the effect of which on the financial markets of the United States
is such as to make it, in the judgment of the Representatives,
impracticable to market the Securities.
10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the
Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for
the Securities. The provisions of Section 6 and 7 hereof and
this Section 10 shall survive the termination or cancellation of
this Agreement.
11. NOTICES. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telegraphed and
confirmed to them, at the address specified in Schedule I hereto,
with a copy to: Stroock & Stroock & Lavan, Seven Hanover Square,
New York, New York 10004-2696, Attn: James R. Tanenbaum, Esq.;
or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at NationsBank Corporate Center,
Charlotte, North Carolina 28255, attention of the Secretary, with
a copy to: NationsBank Corporation, NationsBank Corporate
Center, Charlotte, North Carolina 28255, Attn: Paul J. Polking,
Esq.; and Smith Helms Mulliss & Moore, L.L.P., 227 North Tryon
Street, Charlotte, North Carolina 28202, Attn: Boyd C. Campbell,
Jr., Esq.
12. SUCCESSORS. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons
referred to in Section 7 hereof, and no other person will have
any right or obligation hereunder.
13. APPLICABLE LAW. This Agreement will be governed by and
construed in accordance with the internal laws of the State of
New York, without giving effect to principles of conflict of
laws.
<PAGE>
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company and the several
Underwriters.
Very truly yours,
NATIONSBANK CORPORATION
By:\s\ John E. Mack
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
NATIONSBANC CAPITAL MARKETS, INC.
BEAR, STEARNS & CO. INC.
CHEMICAL SECURITIES INC.
MERRILL LYNCH PIERCE FENNER & SMITH
INCORPORATED
SALOMON BROTHERS INC
By: NATIONSBANC CAPITAL MARKETS, INC.
By:\s\ Mark T. Wilson
For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.
SCHEDULE I
Underwriting Agreement dated August 1, 1994
Registration Statement No. 33-49881
Representatives: NationsBanc Capital Markets, Inc.
Bear, Stearns & Co. Inc.
Chemical Securities Inc.
Merrill Lynch Pierce Fenner & Smith
Incorporated
Salomon Brothers Inc
Address of
Representatives: c/o NationsBanc Capital Markets, Inc.
100 North Tryon Street, 7th floor
Charlotte, N.C. 28255
Attn: Mark T. Wilson
Title, Purchase Price and Description of Securities:
Title: 7 3/4% Subordinated Notes, due 2004
Principal amount: $300,000,000
Purchase price (include type of funds and accrued interestor
amortization, if applicable): 98.921% New York Clearing House
(next day) funds.
Sinking fund provisions: none.
Redemption provisions: none.
Other provisions: none.
Closing Date, Time and Location: August 8, 1994, 9:30 a.m.,New
York City time, Office of Stroock & Stroock & Lavan
Delayed Delivery Arrangements: none.
Additional items to be covered by the letter from Price
Waterhouse delivered pursuant to Section 5(e) at the
time this Agreement is executed: none.
SCHEDULE II
PRINCIPAL AMOUNT
OF SECURITIES TO
UNDERWRITERS BE PURCHASED
NationsBanc Capital Markets, Inc. . . . . . . . . . $60,000,000
Bear, Stearns & Co. Inc.. . . . . . . . . . . . . . $60,000,000
Chemical Securities Inc.. . . . . . . . . . . . . . $60,000,000
Merrill Lynch Pierce Fenner & Smith
Incorporated. . . . . . . . . . . . . . . . . . . $60,000,000
Salomon Brothers Inc. . . . . . . . . . . . . . . . $60,000,000
TOTAL. . . . . . . . . . . . . . . . . . $300,000,000
============
<PAGE>
SCHEDULE III
DELAYED DELIVERY CONTRACT
, 19
[Insert name and address
of lead Representative]
Dear Sirs:
The undersigned hereby agrees to purchase from NationsBank
Corporation (the "Company"), and the Company agrees to sell to
the undersigned, on , 19 , (the "Delivery Date"),
$ principal amount of the Company's
(the "Securities") offered by the Company's Final
Prospectus dated , 19 , receipt of a copy of which is
hereby acknowledged, at a purchase price of % of the principal
amount thereof, plus accrued interest, if any, thereon from
, 19 , to the date of payment and delivery, and on the
further terms and conditions set forth in this contract.
Payment for the Securities to be purchased by the
undersigned shall be made on or before 11:00 A.M. on the Delivery
Date to or upon the order of the Company in New York Clearing
House (next day) funds, at your office or at such other place as
shall be agreed between the Company and the undersigned upon
delivery to the undersigned of the Securities in definitive fully
registered form and in such authorized denominations and
registered in such names as the undersigned may request by
written or telegraphic communication addressed to the Company not
less than five full business days prior to the Delivery Date. If
no request is received, the Securities will be registered in the
name of the undersigned and issued in a denomination equal to the
aggregate principal amount of Securities to be purchased by the
undersigned on the Delivery Date.
The obligation of the undersigned to take delivery of and
make payment for Securities on the Delivery Date, and the
obligation of the Company to sell and deliver Securities on the
Delivery Date, shall be subject to the conditions (and neither
party shall incur any liability by reason of the failure thereof)
that (1) the purchase of Securities to be made by the
undersigned, which purchase the undersigned represents is not
prohibited on the date hereof, shall not on the Delivery Date be
prohibited under the laws of the jurisdiction to which the
undersigned is subject, and (2) the Company, on or before the
Delivery Date, shall have sold to certain underwriters (the
"Underwriters") such principal amount of the Securities as is to
be sold to them pursuant to the Underwriting Agreement referred
to in the Final Prospectus mentioned above. Promptly after
completion of such sale to the Underwriters, the Company will
mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in
connection therewith. The obligation of the undersigned to take
delivery of and make payment for the Securities, and the
obligation of the Company to cause the Securities to be sold and
delivered, shall not be affected by the failure of any purchaser
to take delivery of and make payment for the Securities pursuant
to other contracts similar to this contract.
This contract will inure to the benefit of and be binding
upon the parties hereto and their respective successors, but will
not be assignable by either party hereto without the written
consent of the other.
It is understood that acceptance of this contract and other
similar contracts is in the Company's sole discretion and,
without limiting the foregoing, need not be on the first come,
first served basis. If this contract is acceptable to the
Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below. This
will become a binding contract between the Company and the
undersigned, as of the date first above written, when such
counterpart is so mailed or delivered.
This agreement shall be governed by and construed in
accordance with the internal laws of the State of New York,
without giving effect to principles of conflict of laws.
Very truly yours,
_____________________________
(Name of Purchaser)
BY:____________________________
(Signature and Title of Officer)
________________________________
(Address)
Accepted:
NATIONSBANK CORPORATION
By:____________________________
(Authorized Signature)
EXHIBIT 4.1
[FORM OF SUBORDINATED NOTE]
REGISTERED
NUMBER R______ CUSIP 638585 AJ 8
THIS NOTE IS NOT A SAVINGS ACCOUNT
OR DEPOSIT OF THE COMPANY OR ANY
BANKING SUBSIDIARY THEREOF, IS NOT
AN OBLIGATION OF OR GUARANTEED BY
ANY BANKING OR NONBANKING AFFILIATE
OF THE COMPANY, IS NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT
AGENCY AND INVOLVES INVESTMENT
RISKS, INCLUDING POSSIBLE LOSS
OF PRINCIPAL.
SEE REVERSE FOR CERTAIN DEFINITIONS
NATIONSBANK CORPORATION
7 3/4% SUBORDINATED NOTE, DUE 2004
NATIONSBANK CORPORATION, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Company," which term includes any successor
corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to ________
_______________________________________________________________
______________________________________________________________,
or registered assigns, the principal sum of
_________________________ DOLLARS on August 15, 2004, and to pay
interest on said principal sum, semi-annually on February 15 and
August 15 of each year, at the rate of 7 3/4% per annum, from the
February 15 or August 15, as the case may be, next preceding the
date of this Note to which interest has been paid, unless the
date hereof is a date to which interest has been paid, in which
case from the date of this Note, or unless no interest has been
paid on the Notes, in which case from August 8, 1994, until
payment of such principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after a
record date for the Notes (which shall be the close of business
on the last day of the calendar month next preceding an interest
payment date) and before the next succeeding interest payment
date, this Note shall bear interest from such interest payment
date; provided, however, that if the Company shall default in the
payment of interest due on such interest payment date, then this
Note shall bear interest from the next preceding interest payment
date to which interest has been paid, or, if no interest has been
paid on the Notes from August 8, 1994. The interest so payable,
and punctually paid or duly provided for, on any interest payment
date will, as provided in such Indenture, be paid to the person
in whose name this Note (or one or more predecessor Notes
evidencing all or a portion of the same debt as this Note) is
registered at the close of business on the record date for such
interest payment date. The principal of and interest on this
Note are payable in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts, at the office or agency of the Company
in Atlanta, Georgia or such other places that the Company shall
designate as provided in such Indenture; provided, however, that
interest may be paid, at the option of the Company, by check
mailed to the person entitled thereto at his address last
appearing on the registry books of the Company relating to the
Notes. Any interest not punctually paid or duly provided for
shall be payable as provided in such Indenture.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as
though fully set forth at this place.
Unless the certificate of authentication hereon has been duly
executed by manual signature, this Note shall not be entitled to
any benefit under such Indenture, or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by manual or facsimile signature under its
corporate seal or a facsimile thereof.
NATIONSBANK CORPORATION,
Attest:
/S/ J. W. Kiser By: /S/ Hugh L. McColl
__________________________ ______________________
Secretary Chairman of the Board
[CORPORATE SEAL]
Dated
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee,
By:_______________________
NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION, as
Authenticating Agent
By:_______________________
Authorized Officer
<PAGE>
[Reverse Side of Note]
NATIONSBANK CORPORATION
7 3/4% SUBORDINATED NOTE, DUE 2004
This Note is one of a duly authorized issue of Securities of
the Company designated as its 7 3/4% Subordinated Notes, due 2004
(herein called the "Notes"), limited in aggregate principal
amount to $300,000,000, issued and to be issued under an
Indenture dated as of November 1, 1992, as amended and
supplemented by the First Supplemental Indenture dated as of July
1, 1993 (herein called the "Indenture"), between the Company and
The Bank of New York (herein called the "Trustee," which term
includes any successor Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights thereunder
of the Company, the Trustee and the holders of the Notes, and the
terms upon which the Notes are, and are to be, authenticated and
delivered. NationsBank of Georgia, National Association,
initially has been appointed Registrar, Authenticating and Paying
Agent in connection with the Notes.
The indebtedness of the Company evidenced by the Notes,
including the principal thereof and interest thereon, is, to the
extent and in the manner set forth in the Indenture, subordinate
and junior in right of payment to its obligations to holders of
Senior Indebtedness, as defined in the Indenture, and each holder
of the Notes, by the acceptance thereof, agrees to and shall be
bound by such provisions of the Indenture.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the registry books of the Company relating to the
Notes, upon surrender of this Note for registration of transfer
at the office or agency of the Company designated by it pursuant
to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the registered holder hereof or his
attorney duly authorized in writing, and thereupon one or more
new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only as registered Notes without
coupons in the denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to certain
limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of different authorized
denominations, as requested by the holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer of this
Note, the Company, the Trustee and any agent of the Company or
the Trustee may treat the person in whose name this Note is
registered as the absolute owner hereof for the purpose of
receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the
contrary.
If an Event of Default (defined in the Indenture as certain
events involving the bankruptcy of the Company) shall occur with
respect to the Notes, the principal of all the Notes may be
declared due and payable in the manner and with the effect
provided in the Indenture. There is no right of acceleration
provided in the Indenture in case of a default in the payment of
interest or the performance of any other covenant by the Company.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
holders of the Notes under the Indenture at any time by the
Company with the consent of the holders of 66-2/3% in aggregate
principal amount of the Notes then outstanding and all other
Securities then outstanding issued under the Indenture and
affected by such amendment and modification. The Indenture also
contains provisions permitting the holders of a majority in
aggregate principal amount of the Notes then outstanding and all
other Securities then outstanding issued under the Indenture and
affected thereby, on behalf of the holders of all such
Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the holder of this Note shall be conclusive and binding upon such
holder and upon all future holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or any predecessor or successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly
waived and released.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
__________
The following abbreviations, when used in the inscription on
the face of the within Note, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - _________ Custodian _________
(Cust) (Minor)
under Uniform Gifts to Minors
Act __________ (State)
Additional abbreviations may also be used though not in the
above list.
__________
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________
: :
:_____________________________________:
________________________________________________________________
(Name and Address of Assignee, including zip code, must be
printed or typewritten.)
________________________________________________________________
the within Note, and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________________________________
Attorney to transfer said Note on the books of the Company, with
full power of substitution in the premises.
Dated:______________________________
___________________________________
NOTICE: The signature to this assignment must correspond
with the name as it appears upon the face of the within Note in
every particular, without alteration or enlargement or any change
whatever and must be guaranteed.
<TABLE>
<CAPTION>
NATIONSBANK CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
Year Ended
December 31,
----------------------------------------------------------
6 Months 3 Months
Ended Ended
June 30, 1994 March 31, 1994 1993 1992 1991 1990 1989
------------- -------------- ---------- ---------- ---------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits
Income before taxes $1,314,415 $ 657,653 $1,991,103 $1,396,213 $ 108,524 $ 625,467 $1,287,306
Equity in undistributed earnings
of unconsolidated subsidiaries (495) (219) (1,998) (1,426) (1,114) (668) (471)
Fixed charges:
Interest expense (including
capitalized interest) 1,239,611 590,395 1,420,800 915,880 1,290,755 1,851,513 1,691,394
Amortization of debt discount and
appropriate issuance costs 5,842 2,481 6,377 3,000 2,093 2,872 2,863
1/3 of net rent expense 54,618 27,703 95,786 90,667 81,909 66,195 60,341
Total fixed charges 1,300,071 620,579 1,522,963 1,009,547 1,374,757 1,920,580 1,754,598
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (excluding capitalized interest) $2,613,991 $1,278,013 $3,512,068 $2,398,329 $1,470,621 $2,533,093 $3,033,954
========== ========== ========== ========== ========== ========== ==========
Fixed charges $1,300,071 $ 620,579 $1,522,963 $1,009,547 $1,374,757 $1,920,580 $1,754,598
========== ========== ========== ========== ========== ========== ==========
Ratio of Earnings to Fixed Charges 2.01 2.06 2.31 2.38 1.07 1.32 1.73
Including Interest on Deposits
Income before taxes $1,314,415 $ 657,653 $1,991,103 $1,396,213 $ 108,524 $ 625,467 $1,287,306
Equity in undistributed earnings
of unconsolidated subsidiaries (495) (219) (1,998) (1,426) (1,114) (668) (471)
Fixed charges:
Interest expense (including
capitalized interest) 2,304,583 1,109,728 3,570,079 3,687,650 5,611,057 6,683,262 6,286,088
Amortization of debt discount and
appropriate issuance costs 5,842 2,481 6,377 3,000 2,093 2,872 2,863
1/3 of net rent expense 54,618 27,703 95,786 90,667 81,909 66,195 60,341
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total fixed charges 2,365,043 1,139,912 3,672,242 3,781,317 5,695,059 6,752,329 6,349,292
Earnings (excluding capitalized interest) $3,678,963 $1,797,346 $5,661,347 $5,170,099 $5,790,923 $7,364,842 $7,628,648
========== ========== ========== ========== ========== ========== ==========
Fixed charges $2,365,043 $1,139,912 $3,672,242 $3,781,317 $5,695,059 $6,752,329 $6,349,292
========== ========== ========== ========== ========== ========== ==========
Ratio of Earnings to Fixed Charges 1.56 1.58 1.54 1.37 1.02 1.09 1.20
</TABLE>
EXHIBIT 99.1
NationsBank Corporation
901 Main Street, 68th Floor
Dallas, TX 75202
NATIONSBANK
NEWS RELEASE
FOR IMMEDIATE RELEASE
August 1, 1994 -- NationsBank Corporation today said it has
entered into an agreement for the underwritten public offering of
$300 million in 10-year subordinated notes.
The debt issue is part of a $4 billion shelf registration for
corporate debt securities and preferred and common stock
previously declared effective by the Securities and Exchange
Commission.
The 10-year, non-callable subordinated notes have a coupon
interest rate of 7 3/4 percent. The notes qualify as Tier 2
capital under the Federal Reserve Board's capital guidelines.
The subordinated note offering is co-managed by NationsBanc
Capital Markets, Inc., Bear, Stearns & Co., Inc., Chemical
Securities Inc., Merrill Lynch & Co., and Salomon Brothers Inc.
Closing is scheduled for August 8, 1994.
Proceeds from the debt issue will be used for general corporate
purposes, including additions to working capital, additional
contributions to the capital of NationsBank subsidiaries and the
possible acquisition of other financial institutions or their
assets.
As of June 30, 1994, NationsBank had $164 billion in assets,
making it the fourth-largest banking company in the United
States.
Contact: Martha Larsh 214/508-0633
EXHIBIT 99.2
RESOLUTIONS OF THE COMMITTEE OF
THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
August 1, 1994
WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of NationsBank Corporation (the "Corporation") at a
meeting duly called and held on July 28, 1993, this Committee was
appointed by the Board (the "Committee") with full authority to
take action in connection with the issuance of up to an aggregate
principal amount of $4,000,000,000 of the Corporation's unsecured
debt securities (either senior or subordinated), shares of its
preferred stock and shares of its common stock (collectively, the
"Securities") to be offered on terms to be determined by the
Committee;
WHEREAS, on August 2, 1993, the Corporation filed a
Registration Statement on Form S-3, Registration No. 33-49881
(the "Registration Statement"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended, with respect to the Securities which are to be
offered on a delayed or continuous basis, which Registration
Statement was declared effective on August 12, 1993;
WHEREAS, the Corporation previously has issued
$1,775,000,000 aggregate principal amount of its unsecured debt
securities registered under the Registration Statement, leaving
$2,225,000,000 aggregate principal amount of Securities unissued
under the Registration Statement; and
WHEREAS, no stop order suspending the effectiveness of the
Registration Statement has been received by the Corporation and
no proceedings for that purpose have been instituted or
threatened against the Corporation;
AUTHORIZATION OF SUBORDINATED NOTES
NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on July 28, 1993, and the terms
and provisions of the Indenture between the Corporation and the
Bank of New York, as Trustee (the "Subordinated Trustee"), dated
as of November 1, 1992 as supplemented by the First Supplemental
Indenture thereto dated as of July 1, 1993 between the
Corporation and the Subordinated Trustee (as supplemented, the
"Subordinated Indenture"), the Corporation shall issue a series
of its subordinated unsecured indebtedness consisting of
$300,000,000 in aggregate principal amount of its 7 3/4%
Subordinated Notes, due 2004, which series of subordinated notes
shall be designated "7 3/4% Subordinated Notes, due 2004" (the
"Notes"), and which shall be subject to the terms and entitled to
the benefits of the Subordinated Indenture;
RESOLVED FURTHER, that the Notes shall bear interest at the
rate of 7 3/4% per annum, which interest shall accrue from August
8, 1994, and be payable semiannually on February 15 and August
15, commencing February 15, 1995; and the record date for the
interest payable shall be the close of business on the last day
of the calendar month next preceding each interest payment date;
RESOLVED FURTHER, that the maturity date of the Notes shall
be August 15, 2004;
RESOLVED FURTHER, that the Notes shall be sold to
NationsBanc Capital Markets, Inc. and the other Underwriters (as
named in the Underwriting Agreement hereinafter described) (the
"Underwriters"), pursuant to the terms of the Underwriting
Agreement, who the Committee understands will reoffer the Notes
for sale in a public offering;
RESOLVED FURTHER, that the Notes shall not be eligible for
redemption or entitled to any sinking fund;
RESOLVED FURTHER, that the Notes shall be sold to the
Underwriters on August 8, 1994, at a price of 98.921% of the
principal amount, and that the Notes shall be initially offered
to the public at a price of 99.571% of the principal amount;
RESOLVED FURTHER, that the Committee was advised by the
Underwriters that they will initially offer the Notes to certain
dealers at the initial public offering price, less a concession
not in excess of .40% of the principal amount of the Notes, and
that the Underwriters may allow, and such dealers may reallow, a
concession not in excess of .25% of such principal amount on
sales to other dealers;
RESOLVED FURTHER, that the Notes shall be issued in
registered form in the manner requested by the Representatives
(as defined in the Underwriting Agreement), in the denominations
of $1,000 or any integral multiple thereof, and shall be dated
the date of authentication and delivery, which date shall occur
on or about August 8, 1994, and the form of registered note
presented to this Committee and attached to the minutes hereof as
Exhibit A, together with such modifications as are appropriate to
reflect the determinations of the Committee, is hereby in all
respects approved;
RESOLVED FURTHER, that the Notes shall be executed in the
name of and on behalf of the Corporation by the Chairman of the
Board and Chief Executive Officer, or any Vice President, the
corporate seal thereon shall be attested by the Secretary or any
Assistant Secretary, and the signatures of the Chairman of the
Board and Chief Executive Officer, any Vice President, the
Secretary and any Assistant Secretary may be in the form of
facsimile signatures of the present or any future Chairman of the
Board and Chief Executive Officer, Vice President, Secretary or
Assistant Secretary, and should any officer of the Corporation
who signs, or whose facsimile signature appears upon, any of the
Notes, cease to be such an officer prior to the issuance of such
Notes, the Note so signed or bearing such facsimile signature
shall, nevertheless, be valid, and, without prejudice to the use
of the facsimile signatures of any other officer as hereinbefore
authorized, the facsimile signatures of Hugh L. McColl, Jr.,
Chairman of the Board of the Corporation, and of James W. Kiser,
Secretary of the Corporation, are hereby expressly approved and
accepted;
RESOLVED FURTHER, that pursuant to the provisions of the
Indenture, the Chairman of the Board and Chief Executive Officer,
the Chief Financial Officer, any Senior Vice President or any
Deputy General Counsel of the Corporation (each, an "Authorized
Officer") be, and each of them is, hereby authorized and
empowered to cause the Notes, upon execution thereof, to be
delivered to the Subordinated Trustee under the Subordinated
Indenture, or to any agent designated by the Subordinated
Trustee, for authentication and delivery by it and to deliver to
said Subordinated Trustee or agent thereof, as the case may be,
the written order of the Corporation for the authentication and
delivery of the Notes;
RESOLVED FURTHER, that, unless and until otherwise
determined by an Authorized Officer, NationsBank of Georgia,
National Association, hereby initially is appointed the agent for
the Corporation for the registration, transfer, exchange and
payment of the Notes (the "Paying Agent"), and authorized to be
appointed by the Subordinated Trustee as authenticating agent,
and that the corporate trust office of the Paying Agent located
at 600 Peachtree Street, Suite 900, Atlanta, Georgia 30308,
hereby is designated, pursuant to the provisions of the
Subordinated Indenture, as the office or agency of the
Corporation where the Notes may be presented for registration,
transfer, exchange and payment, and the proper officers of the
Corporation are hereby authorized and empowered to execute and
deliver any documents required by the Subordinated Trustee under
the Subordinated Indenture, or by the Paying Agent, with respect
to such appointment of NationsBank of Georgia, National
Association, or any other person as any Authorized Officer shall
determine, as Paying Agent for the Corporation;
RESOLVED FURTHER, that the Chairman of the Board and Chief
Executive Officer, the Chief Financial Officer, any Senior Vice
President or any Deputy General Counsel and the Secretary or any
Assistant Secretary of the Corporation are hereby authorized and
empowered to execute and deliver, and this Committee hereby
approves, the underwriting agreement (the "Underwriting
Agreement"), dated as of August 1, 1994, among the Corporation
and the Representatives (as defined therein), in the form
presented to the Committee and attached to the minutes hereof as
Exhibit B, relating, among other things, to the sale of the Notes
and to the indemnification of and contribution to the
Underwriters, and such Underwriting Agreement shall be, and it
hereby is, in all respects authorized and approved, the execution
thereof being conclusive evidence of such approval;
RESOLVED FURTHER, that the officers of the Corporation be,
and they hereby are, authorized and directed to do any and all
things necessary, appropriate or convenient to carry into effect
the foregoing resolutions.
