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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1995
REGISTRATION NO. 33-44826
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONSBANK CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
NORTH CAROLINA 56-0906609
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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NATIONSBANK CORPORATE CENTER
CHARLOTTE, NORTH CAROLINA 28255
(704) 386-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
JAMES W. KISER, ESQ.
EXECUTIVE VICE PRESIDENT, CORPORATE COUNSEL AND SECRETARY
NATIONSBANK CORPORATION
NATIONSBANK CORPORATE CENTER
CHARLOTTE, NORTH CAROLINA 28255
(704) 386-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
[(checkmark)]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box.[ ]
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PROSPECTUS
NationsBank(R)
Dividend Reinvestment and Stock Purchase Plan
10,000,000 SHARES OF COMMON STOCK
TO THE SHAREHOLDERS OF OUR COMMON STOCK:
I am pleased to send you this amended prospectus describing NationsBank
Corporation's ("NationsBank" or the "Company") Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). The Plan continues to offer you and other holders of
shares of Common Stock of NationsBank ("Common Stock") the convenient
opportunity to purchase additional shares of Common Stock without any brokerage
commissions, fees or service charges being paid by you.
The proceeds of dividends reinvested in the Plan will be used to purchase either
original issue shares or shares in the open market at market value, determined
as provided in the Plan. (See Nos. 10 and 11.) Such dividends will be reinvested
on a quarterly basis. In addition, if you elect to participate, you may make
optional cash payments (see Nos. 13 and 14), to be used in purchasing shares for
your account at market value. Such shares will be purchased on twelve monthly
investment dates each year. (See No. 11.) Optional cash payments may be made at
any time, but may not be less than $50 per payment nor total more than $3,000
per calendar month. The Common Stock closed at $45.875 per share on the New York
Stock Exchange, as reported in published financial sources, on January 20, 1995.
You may enroll in the Plan by completing the enclosed Authorization Card and
returning it to the Plan Administrator, Chemical Bank, Dividend Reinvestment
Department, Post Office Box 3771, Church Street Station, New York, NY 10277-0389
(the "Plan Administrator"). If you are already enrolled, you will continue to
participate until such time as you notify the Plan Administrator that you wish
to discontinue participation. (See No. 17.)
If you do not wish to participate in the Plan, you will continue to receive your
dividends, if and when declared, by check or, at your request, by electronic
direct deposit.
Sincerely,
(Signature of Hugh L. McColl, Jr.)
HUGH L. MCCOLL, JR.
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
The Company may, at its discretion as to reinvested dividends or optional cash
payments or both, direct the purchase of originally issued shares from the
Company or the purchase of shares in open market transactions by an independent
agent. Market transactions may be conducted on any securities exchange where the
shares of Common Stock are traded; may be on such terms as to price, delivery
and otherwise as the agent may determine; and will provide no proceeds to the
Company.
This Prospectus relates to 10,000,000 shares of Common Stock of the Company
previously registered for sale under the Plan. Approximately 3,450,000 shares of
Common Stock remain available for sale under the Plan. It is suggested that this
Prospectus be retained for future reference.
THESE SECURITIES ARE NOT SAVINGS ACCOUNTS OR BANK DEPOSITS, ARE NOT OBLIGATIONS
OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF NATIONSBANK, AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH
CAROLINA (THE "COMMISSIONER") OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION, THE COMMISSIONER OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 31, 1995.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994;
(c) The Company's Current Reports on Form 8-K filed February 24, 1993,
as subsequently amended; October 8, 1993, as subsequently amended; August
4, 1994; September 21, 1994; October 3, 1994; December 22, 1994; and
January 26, 1995; and
(d) The description of the Company's Common Stock contained in its
registration statement filed pursuant to Section 12 of the 1934 Act, and
any amendment or report filed for the purpose of updating such description,
including the Company's Current Report on Form 8-K filed on September 21,
1994.
All reports and any definitive proxy or information statements filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934 Act subsequent to the date of this Prospectus and prior to the termination
of the offering of the shares of Common Stock offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN
EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE
IN SUCH DOCUMENTS). WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO
SHAREHOLDER RELATIONS, NATIONSBANK CORPORATION, NATIONSBANK CORPORATE CENTER,
CORPORATE TREASURY DIVISION, CHARLOTTE, NORTH CAROLINA 28255. TELEPHONE REQUESTS
MAY BE DIRECTED TO SHAREHOLDER RELATIONS AT (704) 386-7804.
AVAILABLE INFORMATION
NationsBank is subject to the informational requirements of the 1934 Act
and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the following public reference
facilities maintained by the Commission: 450 Fifth Street, N.W., Washington,
D.C. 20549; 7 World Trade Center, 13th Floor, New York, New York 10048; and the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material may also be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, upon payment of prescribed rates. In addition, reports,
proxy statements and other information concerning NationsBank may be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005 and at the offices of The Pacific Stock Exchange Incorporated,
301 Pine Street, San Francisco, California 94104.
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NATIONSBANK CORPORATION
GENERAL
NationsBank is a bank holding company registered under the Bank Holding
Company Act of 1956, as amended (the "BHCA"), with its principal assets being
the stock of its banking and non-banking subsidiaries. Through its banking
subsidiaries (the "Banks") and its various non-banking subsidiaries, NationsBank
provides banking and banking-related services, primarily throughout the
Southeast and Mid-Atlantic States and Texas. The principal executive offices of
NationsBank are located at NationsBank Corporate Center, Charlotte, North
Carolina 28255. Its telephone number is (704) 386-5000.
OPERATIONS
NationsBank provides a diversified range of banking and certain non-banking
financial services to its customers through the General Bank, the Institutional
Group and the Financial Services unit. The General Bank provides comprehensive
service in the commercial and retail banking fields, including Trust and Private
Banking operations, the origination and servicing of home mortgage loans, the
issuance and servicing of credit cards and certain insurance services. The
General Bank also offers full service brokerage services and discount brokerage
services for its customers through subsidiaries of NationsBank.
The Institutional Group provides to domestic and international customers
comprehensive corporate banking and investment banking services, including
loan syndication, treasury management, and leasing; underwriting, trading
or distributing a wide range of securities (including bank-eligible securities
and, to a limited extent, bank-ineligible securities as authorized by the
Board of Governors of the Federal Reserve System under Section 20 of the
Glass-Steagall Act); options, futures, forwards and swaps on certain interest
rate and commodity products, and spot and forward foreign exchange contracts.
The Institutional Group provides its services through various domestic offices
as well as offices located in London, Frankfurt, Singapore, Mexico City,
Grand Cayman, Nassau, Tokyo, and Osaka.
NationsBank currently has banking operations in the following jurisdictions
(with the approximate number of banking offices as of December 31, 1994 in
parentheses): District of Columbia (34); Florida (392); Georgia (197): Kentucky
(4); Maryland (236); North Carolina (233); South Carolina (177); Tennessee
(104); Texas (281); and Virginia (246). NationsBank also has a banking
subsidiary in Delaware that issues and services credit cards. In addition to the
banking offices located in the above states, the various Banks have loan
production offices located in New York City, Chicago, Los Angeles, Denver and
Birmingham. The Banks also provide fully automated, 24-hour cash dispensing and
depositing services throughout the states in which they are located, through
approximately 2,100 automated teller machines.
The Financial Services unit consists of NationsCredit Corporation, a
consumer finance subsidiary, and Greyrock Capital Group Inc. (formerly named
Nations Financial Capital Corporation), a
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commercial finance subsidiary. NationsCredit Corporation provides consumer and
retail loan programs and also offers inventory financing to manufacturers,
importers and distributors; it has approximately 240 offices located in 32
states. Greyrock Capital Group Inc. meets the specialized capitalization,
leasing, debt restructuring and acquisition needs of small to large
corporations; it also provides consumer loans secured by automobiles and real
estate.
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As part of its operations, NationsBank regularly evaluates its lines
of business and from time to time may increase, decrease or terminate any
of its activities as the result of such evaluations. In particular, the
Corporation regularly evaluates the potential acquisition of, and holds
discussions with, various financial institutions and other businesses
of a type eligible for bank holding company investment. In addition,
NationsBank regularly analyzes the values of, and submits bids for,
the acquisition of customer-based funds and other assets and liabilities of such
financial institutions and other businesses. As a general rule, NationsBank
publicly announces such material acquisitions when a definitive agreement has
been reached.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock that is originally
issued by the Company and offered pursuant to the Plan will be used for general
corporate purposes, including the Company's working capital needs, the funding
of investments in, or extensions of credit to, the Company's banking and
nonbanking subsidiaries, possible acquisitions of other financial institutions
or their assets or liabilities, possible acquisitions of or investments in other
businesses of a type eligible for bank holding companies and possible reduction
of outstanding indebtedness or repurchase of outstanding equity shares of the
Company. Pending such use, the Company may temporarily invest the net proceeds
in investment grade securities. The Company may, from time to time, engage in
additional capital financings of a character and in amounts to be determined by
the Company in light of its needs at such time or times and in light of
prevailing market conditions. The Company will not receive any proceeds from
shares purchased in open market transactions.
DESCRIPTION OF THE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
The following, in question and answer form, are the provisions of the Plan.
Those holders of Common Stock who do not wish to participate in the Plan will
continue to receive cash dividends, if and when declared, by check or, at a
holder's request by electronic direct deposit. THOSE WHO ARE ALREADY
PARTICIPATING IN THE PLAN ("PARTICIPANT(S)") NEED TAKE NO FURTHER ACTION TO
CONTINUE PARTICIPATION.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of shares of Common Stock
with a simple and convenient way of investing cash dividends in shares of Common
Stock at market value and to allow Plan Participants to make optional cash
payments to be used for the purchase of shares of Common Stock at market value,
without payment of brokerage commissions, service charges or other expenses.
When original issue shares of Common Stock are purchased from the Company, the
Company will receive the net proceeds for its use, (See "Use of Proceeds"
above.) When shares of Common Stock are purchased on the open market, the
Company will not receive any proceeds.
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ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
The Participants in the Plan may:
-- Reinvest dividends on shares of Common Stock without any charges for
brokerage commissions, fees or record-keeping.
-- Invest additional cash, within specified limits, in Common Stock
without any charges for brokerage commissions or fees.
-- Increase their ownership in the Company in a convenient and systematic
method.
-- Avoid safekeeping requirements and record-keeping costs through the
free custodial service and reporting provisions of the Plan.
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE?
All registered holders of Common Stock are eligible to participate in the
Plan. Holders may participate with all or any part of shares registered in their
name. In order to be eligible to participate in the Plan, any shareholder whose
shares are registered in a name other than his own (e.g., in the name of a
broker or bank nominee) must either: (1) become a shareholder of record by
having shares which are subject to the Plan transferred into his own name; or
(2) arrange with the record holder (e.g., broker or bank nominee) to participate
on the shareholder's behalf. SHAREHOLDERS PRESENTLY PARTICIPATING NEED TAKE NO
FURTHER ACTION TO CONTINUE THEIR PARTICIPATION.
4. HOW DOES A SHAREHOLDER BECOME A PARTICIPANT?
A shareholder may join the Plan by signing the Authorization Card and
returning it to the Plan Administrator. An Authorization Card is enclosed with
this Prospectus and additional cards may be obtained by sending a written
request to the Plan Administrator at the address indicated in No. 8 below, or
NationsBank, Shareholder Relations Department, NationsBank Corporate Center,
Charlotte, North Carolina 28255-0065.
5. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
A shareholder may join the Plan at any time.
If an Authorization Card specifying reinvestment of dividends is received
by the Plan Administrator more than five business days before the record date
established for payment of a particular dividend, reinvestment will commence
with that dividend payment. If the Authorization Card is received after the date
noted above, the reinvestment of dividends through the Plan will begin with the
next succeeding dividend.
Dividend payment dates for the Common Stock ordinarily are the fourth
Friday of March, June, September and December. The dividend record date normally
precedes the dividend payment date by three weeks. (See No. 13 below for
information concerning the investment of optional cash payments.)
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6. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The Authorization Card allows a shareholder to elect to participate in the
Plan by reinvesting dividends on all, or any specified number if less than all,
of the shares of the Common Stock registered in that shareholder's name.
7. AFTER ENROLLMENT, MAY A PARTICIPANT CHANGE THE NUMBER OF PARTICIPATING
SHARES?
Yes. A Participant who decides to change the number of participating shares
must sign and return a new Authorization Card to the Plan Administrator.
ADMINISTRATION
8. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
Chemical Bank, Dividend Reinvestment Department, Post Office Box 3771,
Church Street Station, New York, NY 10277-0389, the Plan Administrator,
administers the Plan for Participants, arranges for the custody of share
certificates, keeps records, sends statements of account to Participants and
performs other duties relating to the Plan.
Chemical Bank also currently acts as the agent designated by the Company to
purchase shares of Common Stock on the open market for the Plan. The Company may
appoint any other independent party to act as agent to conduct open market
purchases from time to time.
Chemical Bank acts as transfer agent, registrar and dividend disbursing
agent for the Company's Common Stock.
COSTS
9. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER THE
PLAN?
No. Participants will incur no brokerage commissions or service charges for
the purchases made under the Plan. All costs of administration of the Plan
including brokerage fees, if any, on share purchases will be paid by the
Company. (See No. 17 below concerning Participant expenses for the liquidation
of a fractional share.)
PURCHASES
10. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares of Common Stock to be purchased for a Participant
depends on the amount of that Participant's dividends, or optional cash
payments, or both, and the purchase price. (See No. 11 below.) Each
Participant's account will be credited with that number of shares, including
fractions computed to four decimal places, equal to the total amount to be
invested, divided by the purchase price per share.
In the event that open market transactions are made, the Company shall not
have any authorization or power to direct the time or price at which shares of
Common Stock may be so purchased, or to select the broker or dealer through or
from whom purchases are to be made.
11. WHEN AND AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE
PLAN?
Purchases of originally issued shares of Common Stock with reinvested
dividends will be made on the dividend payment dates. Purchases of shares of
Common Stock in the open market will be
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made by the agent as appropriate or as soon as reasonably possible on and after
the dividend payment date, but no later than 30 days following such date.
Purchases with optional cash payments will be made on the dividend payment date
in months when a dividend is paid and on the 25th day or first business day
thereafter of any month in which there is no dividend payment. Participants will
become owners of the shares purchased for them under the Plan on the date on
which such shares are purchased; however, for federal income tax purposes, the
holding period will commence on the following day. (See No. 24 below.)
The price of the originally issued shares of the Common Stock to be
purchased with reinvested dividends and optional cash payments will be the
average of the closing price of the Common Stock during the period of the
dividend payment date and the preceding four business days, all as reported in
THE WALL STREET JOURNAL report of New York Stock Exchange Composite Transactions
for such dates. If no trading in the Common Stock occurs on any such date, the
next preceding date on which trading occurred will be used. The price of shares
of Common Stock purchased in open market transactions with reinvested dividends
and optional cash payments will be the weighted average price paid by the agent
to obtain them.
12. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
Unless requested, certificates for shares of Common Stock purchased under
the Plan will not be issued as a matter of course. The Plan Administrator will
hold all shares purchased in the name of one of its nominees. The number of
shares purchased for a Participant's account under the Plan will be shown on
that Participant's statement of account. This feature protects against loss,
theft or destruction of stock certificates.
However, certificates for any number of whole shares credited to a
Participant's account under the Plan will be issued without charge upon that
Participant's written request. Any remaining full shares and fractional share
will continue to be held in the Participant's account. A Participant may also
add shares to the account by depositing certificates for those shares in
transferable form with the Plan Administrator with the request that those shares
be added to the Participant's account.
13. WHO WILL BE ELIGIBLE TO MAKE OPTIONAL CASH PAYMENTS?
Only shareholders who are reinvesting their dividends are eligible to make
optional cash payments. The Plan Administrator will apply any optional cash
payment received from a Participant before the 20th of the month to the purchase
of shares of Common Stock for the account of the Participant on the purchase
date for that month. (See No. 11 above.)
An initial optional cash payment may be made by a shareholder when
enrolling by enclosing a check or money order with the Authorization Card.
Checks or money orders should be made payable to "Chemical Bank, Administrator,"
and returned along with the Authorization Card in the envelope provided.
Thereafter, optional cash payments may be made at any time by sending them to
Chemical Bank, Dividend Reinvestment Department, P.O. Box 3773, Church Street
Station, New York, N.Y. 10008-3773, together with the form attached to the
detailed statement received by Participants after their initial dividend or
optional cash payment has been invested. The Participant's Plan account number
must be included on the check (or other instrument) and in any other
correspondence with
respect to the Plan. By written request to the Plan Administrator, a Participant
may obtain the return of any optional cash payment up to forty-eight (48) hours
before it is to be invested.
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Pending investment, all cash will be held in non-interest bearing accounts
maintained by the Plan Administrator. Accordingly, participants may wish to
delay transmittal of optional cash payments for receipt shortly before the
twentieth (20th) day of a month. (See No. 11 above.)
14. WHAT ARE THE LIMITATIONS ON A PARTICIPANT MAKING OPTIONAL CASH PAYMENTS?
The option to make cash payments is available to a Participant at any time.
The same amount of money need not be sent each month, and there is no obligation
to make an optional cash payment in any month. An optional cash payment must not
be in an amount less than $50, and all optional cash payments by or on behalf of
any Participant in any calendar month must not aggregate more than $3,000.
REPORTS TO PARTICIPANT
15. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS?
Each Participant will receive a statement of account for any month in which
there has been a transaction that has affected the account. The statement of
account will include information describing each transaction. It will include
information as to dividends credited to the Participant, cash deposits received
from the Participant, amounts invested for the Participant, costs of purchases,
number of shares purchased (including fractional shares), total shares held for
the Participant and other information for the year to date. All Participants
will receive a December statement which will, in addition to serving as that
month's activity report, serve as that year's annual statement of account. The
annual statement of account will provide records which can be used for the
Participant's tax reporting purposes. Each participant will also receive an
information statement for reporting dividends paid. It is suggested the
statements of account, annual statements and information statements be retained
for future reference. In addition, each Participant will receive the same
communications sent to every other holder of shares of Common Stock, including
the Company's quarterly reports, annual report, and Notice of Annual Meeting and
proxy statement.
DIVIDENDS
16. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
ACCOUNTS UNDER THE PLAN?
Yes. The Plan Administrator will receive dividends for all Plan shares held
on the dividend record date, and will credit such dividends to Participants'
accounts on the basis of full shares and fractional shares credited to those
accounts. Such dividends will be automatically reinvested in additional shares
of Common Stock.
DISCONTINUATION OF DIVIDEND REINVESTMENT
17. HOW DOES A PARTICIPANT DISCONTINUE THE REINVESTMENT OF DIVIDENDS UNDER THE
PLAN?
A Participant may discontinue the reinvestment of dividends under the Plan
by notifying the Plan Administrator in writing to that effect. This notice
should be mailed to: Chemical Bank, Dividend Reinvestment Department, P.O. Box
3771, Church Street Station, New York, NY 10277-0389. Any termination notice
received at least five business days prior to a dividend record date will be
effective as to dividends paid for such record date. Any termination notice
received after the five business days prior to a dividend record date will not
be effective until dividends paid for such record date have been reinvested.
Upon discontinuation, a Participant will receive a stock certificate for all
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full shares credited to the Participant's account. Any fractional share will be
liquidated and the proceeds, less brokerage commissions and transfer taxes, if
any, will be mailed by the Plan Administrator to the Participant who is
discontinuing his participation in the Plan.
Upon withdrawal from the Plan, a Participant may also request that all or a
portion of the shares credited to the Participant's account be sold by the Plan
Administrator. If such sale is requested, the Plan Administrator will sell the
shares and remit the proceeds, less any related brokerage commission and any
transfer tax, to the Participant.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
18. HOW MAY A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN?
A Participant who has purchased shares of the Common Stock under the Plan
may withdraw all or a portion of such shares from the Plan account by notifying
the Plan Administrator in writing to that effect and specifying in the notice
the number of shares to be withdrawn. This notice should be mailed to: Chemical
Bank, Dividend Reinvestment Department, P. O. Box 3771, Church Street Station,
New York, NY 10277-0389. Certificates for whole shares of Common Stock so
withdrawn will be registered in the name of and issued to the Participant. In no
case will certificates representing fractional shares be issued. Any notice of
withdrawal received after five business days before a dividend record date will
not be effective until dividends paid for such record date have been reinvested
and the shares credited to the Participant's Plan account. A Participant may
request that all or a portion of such withdrawn shares may be sold by the Plan
Administrator, as further discussed in No. 17 above.
19. WHAT HAPPENS TO ANY FRACTIONAL SHARES WHEN A PARTICIPANT WITHDRAWS ALL
SHARES FROM THE PLAN?
Should a Participant withdraw all shares from the Plan, any fractional
share will remain in the Plan until a Participant discontinues participation in
the Plan. (See No. 17.)
20.WHAT HAPPENS TO A PARTICIPANT'S PLAN ACCOUNT IF ALL SHARES IN THE
PARTICIPANT'S NAME (OTHER THAN SHARES HELD IN THE PARTICIPANT'S PLAN ACCOUNT)
ARE TRANSFERRED OR SOLD?
If a Participant disposes of all shares registered in the Participant's
name on the books of the Company (other than shares held in the Participant's
Plan account), participation will continue for those shares still held in the
Participant's Plan account.
OTHER INFORMATION
21. HOW WILL STOCK DIVIDENDS AND STOCK SPLITS ON SHARES HELD IN THE PLAN BE
HANDLED?
Full shares and fractional shares resulting from stock dividends or stock
splits on shares credited to Participants' accounts will be added to their
accounts.
22. WHAT HAPPENS IF THE COMPANY HAS A COMMON STOCK RIGHTS OFFERING?
In the event that the Company makes available to its shareholders rights to
purchase additional shares or other securities, all rights accruing to shares
held in the Plan for Participants' accounts will be sold for the Participants
unless a Participant elects to exercise such rights, as described below. The
proceeds will be combined with any other Participant account funds for
reinvestment at the next date on which shares of the Common Stock are to be
purchased. These proceeds will be treated as if they were optional cash
payments. Any Participant who wishes to exercise any such
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rights must send a written request to the Plan Administrator that certificates
for the full shares held under the Plan be sent to the Participant. This request
must be received five business days in advance of the record date for the rights
offering.
23. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT A MEETING OF SHAREHOLDERS?
Generally, the shares of Common Stock credited to the account of a
Participant under the Plan will be included in the proxy for voting on any
matters submitted to a meeting of shareholders. If no instructions are received
on a returned proxy card, properly signed, with respect to any item thereon, all
of a Participant's shares of Common Stock will be voted in the same manner as
for nonparticipating shareholders who return proxies and do not provide
instructions, which will be in accordance with the recommendation of Company's
management. If the proxy card is not returned or if it is returned unsigned,
none of the Participant's shares of Common Stock will be voted. A Participant
also has the right to vote in person.
24. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
The Plan does not contain a discount from market value for purchases of
Common Stock from reinvested dividends. In the absence of a discount feature,
the Internal Revenue Service has ruled that shareholders participating in
dividend reinvestment plans are treated for federal income tax purposes as
having received the full amount of the cash distribution that was payable, even
though the shareholder received no cash, but instead received credit for stock.
A Participant should not realize any income when shares are purchased with an
optional cash payment.
To the extent distributions by the Company to its shareholders are treated
as having been made from the Company's earnings and profits, the distributions
will be dividends taxable as ordinary income. The Company has sufficient
earnings and profits that Participants can expect that the full amount of any
distribution under the Plan will be taxable as dividends.
For corporate shareholders, the full amount of dividends reinvested will be
eligible for the 70% dividends received deduction currently available under the
Internal Revenue Code. No dividend exclusion is available for individuals.
In the case of foreign shareholders whose taxable income under the Plan is
subject to federal income tax withholding, the Company will make reinvestments
net of the amount of tax required to be withheld.
The tax basis of any shares acquired through the Plan will be their fair
market value as of the date on which they were purchased and the holding period
will begin on the day after the date on which they were purchased. Brokerage
fees paid by the Company for a participant must be reported by the Company as
taxable income to such participant and such fees will become a part of the cost
of shares purchased on behalf of the Participant (See Nos. 17 and 18 above.)
Federal backup withholding provisions apply to the reinvestment of dividend
distributions made by the Company.
A Participant should consult his tax advisor regarding the application of
the tax law to his own tax situation.
10
<PAGE>
25. MAY A PARTICIPANT SELL, ASSIGN, TRANSFER OR PLEDGE PLAN SHARES?
No. A Participant cannot sell, assign, transfer or pledge shares credited
to the Participant's account for any purpose unless the Participant has first
requested certificates for such shares in accordance with No. 18 above.
26. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Yes. Although the Company intends to continue the Plan, the Company
reserves the right to suspend, modify or terminate the Plan at any time.
Participants will be notified of any such suspension, modification or
termination.
27. WHAT IS THE RESPONSIBILITY OF THE PLAN ADMINISTRATOR?
The Plan Administrator receives the Participant's dividend payments and
optional cash payments, invests such amounts in shares of the Common Stock,
maintains continuing records of each Participant's account, and advises
Participants as to all transactions in and the status of their accounts. The
Plan Administrator acts in the capacity of agent for the Participants.
All notices from the Plan Administrator to a Participant will be addressed
to the Participant at the last address of record with the Plan Administrator.
The mailing of a notice to a Participant's last address of record will satisfy
the Plan Administrator's duty of giving notice to such Participant. Therefore,
Participants must promptly notify the Plan Administrator of any change of
address.
Neither the Plan Administrator nor the Company shall have any
responsibility beyond the exercise of ordinary care for any reasonable and
prudent actions taken or omitted pursuant to the Plan including, without
limitation, any claim for liability arising out of failure to terminate a
Participant's account upon such Participant's death or adjudicated incompetency
prior to receipt of notice in writing of such death or adjudicated incompetency,
nor shall they have any duties, responsibilities or liabilities except such as
are expressly set forth in the Plan.
Plan Participants should recognize that the Company cannot assure the
Participant of a profit or protection from a loss on the Common Stock purchased
under the Plan.
INDEMNIFICATION
There are no provisions in the Company's Restated Articles of
Incorporation, and no contracts between the Company and its directors and
officers, relating to indemnification. The Company's Restated Articles of
Incorporation prevent the recovery by the Company of monetary damages against
its directors. However, in accordance with the provisions of the North Carolina
Business Corporation Act (the "Act"), the Company's Amended and Restated Bylaws
provide that, in addition to the indemnification of directors and officers
otherwise provided by the Act, the Company shall, under certain circumstances,
indemnify its directors, executive officers and certain other designated
officers against any and all liability and litigation expense, including
reasonable attorneys' fees, arising out of their status or activities as
directors and officers, except for liability or litigation expense incurred on
account of activities that were at the time known or reasonably should have been
known by such director or officer to be clearly in conflict with the best
interests of the Company. Pursuant to such bylaw and as authorized by statute,
the Company maintains insurance on behalf of its directors and officers against
liability asserted against such persons in such capacity whether or not such
11
<PAGE>
directors or officers have the right to indemnification pursuant to the bylaw or
otherwise. Furthermore, Sections 55-8-50 through 55-8-58 of the Act permit or
require indemnification of officers and directors for expenses and liabilities
under certain circumstances.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
LEGAL OPINION
The validity of the shares offered hereby has been passed upon for the
Company by Paul J. Polking, Executive Vice President and General Counsel of the
Company. As of the date of this prospectus, Mr. Polking beneficially owned
22,133 shares of Common Stock.
EXPERTS
The consolidated financial statements of the Company incorporated in this
Prospectus by reference to the NationsBank Annual Report on Form 10-K for the
year ended December 31, 1993 have been so incorporated in reliance on the report
of Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
12
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE HEREBY AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Incorporation of Certain Documents by
Reference.................................... 2
Available Information.......................... 2
NationsBank Corporation........................ 3
Use of Proceeds................................ 4
Description of the Dividend Reinvestment and
Stock Purchase Plan.......................... 4
Purpose...................................... 4
Advantages................................... 5
Participation................................ 5
Administration............................... 6
Costs........................................ 6
Purchases.................................... 6
Reports to Participant....................... 8
Dividends.................................... 8
Discontinuation of Dividend Reinvestment..... 8
Withdrawal of Shares in Plan Accounts........ 9
Other Information............................ 9
Indemnification................................ 11
Legal Opinion.................................. 12
Experts........................................ 12
</TABLE>
NationsBank (R)
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
10,000,000 SHARES
COMMON STOCK
PROSPECTUS
JANUARY 31, 1995
<PAGE>
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses, other than underwriting or broker-dealer fees,
discounts and commissions, in connection with the offering are as follows:
<TABLE>
<S> <C>
Securities Act Registration Fee........................................................... $113,086
Printing Expenses......................................................................... 38,000
Stock Exchange Listing Fees............................................................... 9,000
Legal Fees and Expenses................................................................... 7,000
Accounting Fees and Expenses.............................................................. 4,000
Miscellaneous............................................................................. 4,000
$175,086
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
There are no provisions in the Registrant's Restated Articles of
Incorporation, and no contracts between the Registrant and its directors and
officers, relating to indemnification. The Registrant's Restated Articles of
Incorporation prevent the recovery by the Registrant of monetary damages against
its directors. However, in accordance with the provisions of the North Carolina
Business Corporation Act (the "Act"), the Registrant's Amended and Restated
Bylaws provide that, in addition to the indemnification of directors and
officers otherwise provided by the Act, the Registrant shall, under certain
circumstances, indemnify its directors, executive officers and certain other
designated officers against any and all liability and litigation expense,
including reasonable attorneys' fees, arising out of their status or activities
as directors and officers, except for liability or litigation expense incurred
on account of activities that were at the time known or reasonably should have
been known by such director or officer to be clearly in conflict with the best
interests of the Registrant. Pursuant to such bylaw and, as authorized by
statute, the Registrant maintains insurance on behalf of its directors and
officers against liability asserted against such persons in such capacity
whether or not such directors or officers have the right to indemnification
pursuant to the bylaw or otherwise.
In addition to the above-described provisions, Sections 55-8-50 through
55-8-58 of the Act contain provisions prescribing the extent to which directors
and officers shall or may be indemnified. Section 55-8-51 of the Act permits a
corporation, with certain exceptions, to indemnify a current or former director
against liability if (i) he conducted himself in good faith, (ii) he reasonably
believed (x) that his conduct in his official capacity with the corporation was
in its best interests and (y) in all other cases his conduct was at least not
opposed to the corporation's best interest, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. A corporation may not indemnify a current or former director in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in connection with a
proceeding charging improper personal benefit to him in which he was adjudged
liable on such basis. The above standard of conduct is determined by the Board
of Directors or a committee or special legal counsel or the shareholders as
prescribed in Section 55-8-55.
Sections 55-8-52 and 55-8-56 of the Act require a corporation to indemnify
a director or officer in the defense of any proceeding to which he was a party
because of his capacity as a director or officer against reasonable expenses
when he is wholly successful in his defense, unless the articles of
incorporation provide otherwise. Upon application, the court may order
indemnification of the director or officer if he is adjudged fairly and
reasonably so entitled under Section 55-8-54. Section 55-8-56 allows a
corporation to indemnify and advance expenses to an officer, employee or agent
who is not a director to the same extent as a director or as otherwise set forth
in the corporation's articles of incorporation or bylaws or by resolution of the
Board of Directors.
In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.
II-1
<PAGE>
THE FOREGOING IS ONLY A GENERAL SUMMARY OF CERTAIN ASPECTS OF NORTH
CAROLINA LAW DEALING WITH INDEMNIFICATION OF DIRECTORS AND OFFICERS AND DOES NOT
PURPORT TO BE COMPLETE. IT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
RELEVANT STATUTES WHICH CONTAIN DETAILED SPECIFIC PROVISIONS REGARDING THE
CIRCUMSTANCES UNDER WHICH AND THE PERSON FOR WHOSE BENEFIT INDEMNIFICATION SHALL
OR MAY BE MADE AND ACCORDINGLY ARE INCORPORATED HEREIN BY REFERENCE.
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<C> <S>
5 Opinion re legality of shares of Counsel to the registrant*
23.1 Consent of Paul J. Polking, Executive Vice President and General Counsel
(included in Exhibit 5)*
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Ernst and Young, LLP
24.1 Power of Attorney
24.2 Certified resolutions
99.1 Provisions of the North Carolina Business Corporation Act, as amended,
relating to indemnification of directors and officers, incorporated herein
by reference to Exhibit 99.3 of the Registrant's Post-Effective Amendment
No. 1 on Form S-8 to its Registration Statement on Form S-4, Registration
No. 33-55145
</TABLE>
* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on January 31,
1995.
NATIONSBANK CORPORATION
(Registrant)
By: HUGH L. MCCOLL, JR.
HUGH L. MCCOLL, JR.
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
HUGH L. MCCOLL, JR. Chairman, Chief Executive Officer and January 31, 1995
Director (Principal Executive
(HUGH L. MCCOLL, JR.) Officer)
JAMES H. HANCE, JR. Vice Chairman and Chief Financial January 31, 1995
Officer
(JAMES H. HANCE, JR.) (Principal Financial Officer)
MARC D. OKEN Executive Vice President January 31, 1995
and Chief Accounting Officer
(MARC D. OKEN) (Principal Accounting
Officer)
RONALD W. ALLEN* Director January 31, 1995
(RONALD W. ALLEN)
WILLIAM M. BARNHARDT* Director January 31, 1995
(WILLIAM M. BARNHARDT)
THOMAS M. BELK* Director January 31, 1995
(THOMAS M. BELK)
THOMAS E. CAPPS* Director January 31, 1995
(THOMAS E. CAPPS)
R. EUGENE CARTLEDGE* Director January 31, 1995
(R. EUGENE CARTLEDGE)
CHARLES W. COKER* Director January 31, 1995
(CHARLES W. COKER)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Director January , 1995
(THOMAS G. COUSINS)
ALAN T. DICKSON* Director January 31, 1995
(ALAN T. DICKSON)
</TABLE>
<TABLE>
<S> <C> <C>
W. FRANK DOWD, JR.* Director January 31, 1995
(W. FRANK DOWD, JR.)
A. L. ELLIS* Director January 31, 1995
(A. L. ELLIS)
Director January , 1995
(PAUL FULTON)
L. L. GELLERSTEDT, JR.* Director January 31, 1995
(L. L. GELLERSTEDT, JR.)
TIMOTHY L. GUZZLE* Director January 31, 1995
(TIMOTHY L. GUZZLE)
Director January , 1995
(E. BRONSON INGRAM)
W. W. JOHNSON* Director January 31, 1995
(W. W. JOHNSON)
BUCK MICKEL* Director January 31, 1995
(BUCK MICKEL)
JOHN J. MURPHY* Director January 31, 1995
(JOHN J. MURPHY)
Director January , 1995
(JOHN C. SLANE)
JOHN W. SNOW* Director January 31, 1995
(JOHN W. SNOW)
MEREDITH R. SPANGLER* Director January 31, 1995
(MEREDITH R. SPANGLER)
ROBERT H. SPILMAN* Director January 31, 1995
(ROBERT H. SPILMAN)
WILLIAM W. SPRAGUE, JR.* Director January 31, 1995
(WILLIAM W. SPRAGUE, JR.)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
RONALD TOWNSEND* Director January 31, 1995
(RONALD TOWNSEND)
JACKIE M. WARD* Director January 31, 1995
(JACKIE M. WARD)
MICHAEL WEINTRAUB* Director January 31, 1995
(MICHAEL WEINTRAUB)
*By: CHARLES M. BERGER
CHARLES M. BERGER, ATTORNEY-IN-FACT
</TABLE>
II-5
*******************************************************************************
APPENDIX
On the Prospectus cover the signature of Hugh L. McColl, Jr. appears were
indicated.
<PAGE>
EXHIBIT 23.2
CONSENT OF PRICE WATERHOUSE LLP
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 (Registration
Statement No. 33-44826) of NationsBank Corporation of our report dated January
14, 1994, which appears on page 57 of the 1993 Annual Report to Shareholders of
NationsBank Corporation, which is incorporated by reference in NationsBank
Corporation's Annual Report on Form 8-K for the year ended December 31, 1993. We
also consent to the reference to use under the heading "EXPERTS" in such
Prospectus.
PRICE WATERHOUSE LLP
Charlotte, North Carolina
January 30, 1995
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment
No. 1 to the Registration Statement (Form S-3 No. 33-44826) and related
Prospectus of NationsBank Corporation for the registration of 10,000,000 shares
of its common stock of our report dated February 18, 1993, except for Note S, as
to which the date is March 2, 1993, with respect to the consolidated financial
statements of MNC Financial, Inc. included in Form 8-K/A, dated April 9, 1993,
Amendment No. 1 to Form 8-K dated February 18, 1993, of NationsBank Corporation,
filed with the Securities and Exchange Commission.
ERNST & YOUNG, LLP
Baltimore, Maryland
January 30, 1995
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of NationsBank Corporation, and
the several undersigned Officers and Directors thereof whose signatures appear
below, hereby makes, constitutes and appoints James W. Kiser and Charles M.
Berger, and each of them acting individually, its and his true and lawful
attorneys with power to act without any other and with full power of
substitution, to execute, deliver and file in its or his name and on its or his
behalf, and in each of the undersigned Officer's and Director's capacity or
capacities as shown below, (a) all documents in support of the Registration
Statement of said NationsBank Corporation on Form S-3 relating to the
Corporation's Dividend Reinvestment and Stock Purchase Plan, Registration No.
33-44826, or supplemental thereto and any and all amendments, including any and
all post-effective amendments, to the foregoing (hereinafter called the
"Registration Statement"), and (b) such registration statements, petitions,
applications, consents to service of process or other instruments, any and all
documents in support thereof or supplemental thereto, and any and all amendments
or supplements to the foregoing, as may be necessary or advisable to qualify or
register the securities covered by said Registration Statement under such
securities laws, regulations or requirements as may be applicable; and each of
NationsBank Corporation and said Officers and Directors hereby grants to said
attorneys, and to each of them, full power and authority to do and perform each
and every act and thing whatsoever as said attorneys or attorney may deem
necessary or advisable to carry out fully the intent of this power of attorney
to the same extent and with the same effect as NationsBank Corporation might or
could do, and as each of said Officers and Directors might or could do
personally in his capacity or capacities as aforesaid, and each of NationsBank
Corporation and said Officers and Directors hereby ratifies and confirms all
acts and things which said attorneys or attorney might do or cause to be done by
virtue of this power of attorney and its or his signature as the same may be
signed by said attorneys or attorney, or any of them, to any or all of the
following (and/or any and all amendments and supplements to any or all thereof):
such Registration Statement under the Securities Act of 1933, as amended, and
all such registration statements, petitions, applications, consents to service
of process and other instruments, and any and all documents in support thereof
or supplemental thereto, under such securities laws, regulations and
requirements as may be applicable.
IN WITNESS WHEREOF, NationsBank Corporation has caused this power of
attorney to be signed on its behalf, and each of the undersigned Officers and
Directors in the capacity or capacities noted has hereunto set his hand as of
the date indicated below.
NATIONSBANK CORPORATION
(Registrant)
By: HUGH L. MCCOLL, JR.
HUGH L. MCCOLL, JR.
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
DATED: January 25, 1995
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
HUGH L. MCCOLL, JR. Chairman, Chief Executive Officer and Director January 25, 1995
(HUGH L. MCCOLL, JR.) (Principal Executive Officer)
<S> <C> <C>
JAMES H. HANCE, JR. Vice Chairman and Chief Financial Officer January 25, 1995
(Principal Financial Officer)
(JAMES H. HANCE, JR.)
MARC D. OKEN Executive Vice President and Chief Accounting January 25, 1995
Officer (Principal Accounting Officer)
(MARC D. OKEN)
<PAGE>
SIGNATURE TITLE DATE
RONALD W. ALLEN Director January 25, 1995
(RONALD W. ALLEN)
WILLIAM M. BARNHARDT Director January 25, 1995
(WILLIAM M. BARNHARDT)
THOMAS M. BELK Director January 25, 1995
(THOMAS M. BELK)
THOMAS E. CAPPS Director January 25, 1995
(THOMAS E. CAPPS)
R. EUGENE CARTLEDGE Director January 25, 1995
(R. EUGENE CARTLEDGE)
CHARLES W. COKER Director January 25, 1995
(CHARLES W. COKER)
Director January , 1995
(THOMAS G. COUSINS)
ALAN T. DICKSON Director January 25, 1995
(ALAN T. DICKSON)
W. FRANK DOWD, JR. Director January 25, 1995
(W. FRANK DOWD, JR.)
A. L. ELLIS Director January 25, 1995
(A. L. ELLIS)
Director January , 1995
(PAUL FULTON)
L. L. GELLERSTEDT, JR. Director January 25, 1995
(L. L. GELLERSTEDT, JR.)
TIMOTHY L. GUZZLE Director January 25, 1995
(TIMOTHY L. GUZZLE)
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Director January , 1995
(E. BRONSON INGRAM)
W. W. JOHNSON Director January 25, 1995
(W. W. JOHNSON)
BUCK MICKEL Director January 25, 1995
(BUCK MICKEL)
JOHN J. MURPHY Director January 25, 1995
(JOHN J. MURPHY)
Director January , 1995
(JOHN C. SLANE)
JOHN W. SNOW Director January 25, 1995
(JOHN W. SNOW)
MEREDITH R. SPANGLER Director January 25, 1995
MEREDITH R. SPANGLER
ROBERT H. SPILMAN Director January 25, 1995
(ROBERT H. SPILMAN)
WILLIAM W. SPRAGUE, JR. Director January 25, 1995
(WILLIAM W. SPRAGUE, JR.)
RONALD TOWNSEND Director January 25, 1995
(RONALD TOWNSEND)
JACKIE M. WARD Director January 25, 1995
(JACKIE M. WARD)
MICHAEL WEINTRAUB Director January 25, 1995
(MICHAEL WEINTRAUB)
</TABLE>
3
<PAGE>
EXHIBIT 24.2
NATIONSBANK CORPORATION
BOARD OF DIRECTORS
RESOLUTIONS
AMENDMENT OF DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
JANUARY 25, 1995
WHEREAS, the Dividend Reinvestment and Stock Purchase Plan (the "Plan") has
been in existence since its adoption in 1979, and was last amended in 1991; and
WHEREAS, it is deemed to be in the best interests of NationsBank
Corporation ("the Corporation") to amend the Plan to eliminate the five percent
discount on the purchase of Common Stock with reinvested cash dividends, as well
as to make certain other changes in the Plan;
NOW, THEREFORE, BE IT:
RESOLVED, that the Plan be amended to provide for a) the purchase of Common
Stock with the proceeds from reinvested cash dividends, as well as optional cash
payments, at 100% of market value, b) the purchase of Common Stock in the open
market, as well as the use of original issue shares, c) the purchase price of
original issue shares of Common Stock to be 100% of the average of the closing
price of the Common Stock during the period of the dividend payment date and the
four preceding business days, d) the price of Common Stock purchased in the open
market to be the weighted average price paid to obtain such shares, e) optional
cash purchases to be in an amount not less than $50 with a calendar month
aggregate not to exceed $3000, and f) such other changes to the Plan as the
proper officers of the Corporation may deem necessary or appropriate; and
FURTHER RESOLVED, that the proper officers of the Corporation are hereby
authorized and empowered to execute and file with the Securities and Exchange
Commission a Post-Effective Amendment to the Registration Statement covering the
Plan, and to execute and file all such other amendments, instruments and
documents, to make all payments and to do all such other acts and things in
connection with such filings as they may deem necessary or advisable in order to
effect such filings and to procure the effectiveness of the Post-Effective
Amendment; and
FURTHER RESOLVED, that James W. Kiser and Charles M. Berger are, each of
them with full power to act without the other, authorized and empowered to sign
the Post-Effective Amendment or any other amendment to the aforesaid
Registration Statement on behalf of and as attorneys for the Corporation and on
behalf of and as attorneys for any of the following persons: the Chief Executive
Officer, the Principal Financial Officer, the Chief Accounting Officer, and any
other officer of the Corporation; and
FURTHER RESOLVED, that James W. Kiser is hereby designated as Agent for
Service of the Corporation with all such powers as are provided by the Rules and
Regulations of the Securities and Exchange Commissions; and
FURTHER RESOLVED, that the Chairman of the Board, the President, any Vice
Chairman, any Executive Vice President, or any Senior Vice President are hereby
authorized to perform on behalf of the Corporation any and all acts as they may
deem necessary or advisable in order to comply with any state laws applicable to
the amendments to the Plan, and in connection therewith to execute and file all
requisite papers and documents, including but not limited to resolutions,
applications, reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process, and to obtain any licenses, permits,
exemptions, registrations, or qualifications necessitated by the amendments to
the Plan; and the execution or taking of such actions by such officers in
connection with the foregoing matters shall conclusively establish their
authority therefor and the approval of the Corporation; and
FURTHER RESOLVED, that the officers of the Corporation be, and they hereby
are, authorized and directed to do all things necessary, appropriate or
convenient to carry into effect the foregoing resolutions.
<PAGE>
CERTIFICATE OF SECRETARY
I, ALLISON L. GILLIAM, Assistant Secretary of NationsBank Corporation, a
corporation duly organized and existing under the laws of the State of North
Carolina, do hereby certify that the foregoing is a true and correct copy of a
resolution duly adopted by a majority of the entire Board of Directors of said
Corporation at a meeting of said Board of Directors held on January 25, 1995, at
which meeting a quorum was present and acted throughout and that said resolution
is in full force and effect and has not been amended or rescinded as of the date
hereof.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of
said corporation this 30th day of January, 1995.
(SEAL)
/s/ Allison L. Gilliam
ASSISTANT SECRETARY
