SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Date of Report(Date of earliest event reported): September 4, 1995
NATIONSBANK CORPORATION
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(Exact name of registrant as specified in its charter)
North Carolina 1-6523 56-0906609
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
NationsBank Corporate Center,Charlotte,North Carolina 28255
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(Address of principal executive offices) Zip Code
(704) 386-5000
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(Registrant's telephone number, including area code)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On September 4, 1995, NationsBank Corporation, a corporation
organized and existing under the laws of the State of North
Carolina ("NationsBank"), and Bank South Corporation, a corporation
organized and existing under the laws of the State of Georgia
("BKSO"), and each registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, entered into an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant to
which BKSO will be merged with and into NationsBank, with
NationsBank as the surviving corporation (the "Merger"). The Board
of Directors of both NationsBank and BKSO approved the Merger
Agreement and the transactions contemplated thereby at their
meetings held respectively on September 1, 1995 and September 4,
1995.
In accordance with the terms of the Merger Agreement, each
share of BKSO common stock, par value $5.00 per share ("BKSO Common
Stock"), outstanding immediately prior to the effective time of the
Merger (the "Effective Time") will be converted into the right to
receive 0.44 of a share (the "Exchange Ratio") of NationsBank
common stock ("NationsBank Common Stock"). If the price of
NationsBank Common Stock declines by a specified amount or declines
by a specified amount as against a defined index of other bank
stocks, both of which must occur during a defined measuring period
prior to closing, there are circumstances in which BKSO may give
notice of termination of the Agreement unless NationsBank
determines, in its discretion, to increase the Exchange Ratio to
eliminate BKSO's right to terminate the Agreement.
The Merger is intended to constitute a tax-free reorganization
under the Internal Revenue Code of 1986, as amended, and to be
accounted for as a pooling of interests.
In addition, the Merger Agreement contemplates that each stock
option or other right to purchase shares of BKSO Common Stock under
BKSO's stock option and other stock-based compensation plans (each
a "BKSO Plan"), will be converted into and become a right to
purchase shares of NationsBank Common Stock, or to receive cash, in
accordance with the terms of the BKSO Plan and BKSO option or right
agreement by which it is evidenced, except that from and after the
Effective Time (i) the number of shares of NationsBank Common Stock
subject to each BKSO option or right shall be equal to the number
of shares of BKSO Common Stock subject to such option or right
immediately prior to the Effective Time multiplied by the Exchange
Ratio, and (ii) the per share exercise price of NationsBank Common
Stock purchasable thereunder or upon which the amount of a cash
payment is determined shall be that specified in the BKSO option or
right divided by the Exchange Ratio.
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Each holder of BKSO Common Stock or of a BKSO option or right who
would otherwise be entitled to receive a fractional share of
NationsBank Common Stock (after taking into account all of a
shareholder's certificates) will receive, in lieu thereof, the
equivalent cash value of such fractional share, without interest.
Consummation of the Merger is subject to various conditions,
including: (i) receipt of approval by the shareholders of BKSO of
appropriate matters relating to the Merger Agreement and the
Merger, as required to be approved under applicable law; (ii)
receipt of certain regulatory approvals from the Board of Governors
of the Federal Reserve System and other federal and state
regulatory authorities; (iii) receipt of opinion(s) of counsel as
to the tax-free nature of certain aspects of the Merger; (iv)
listing, subject to notice of issuance, with The New York Stock
Exchange, Inc. of the NationsBank Common Stock to be issued in the
merger; and (v) satisfaction of certain other conditions.
The Merger Agreement and the Merger will be submitted for
approval at a meeting of the shareholders of BKSO. Prior to such
meeting, NationsBank will file a registration statement with the
Securities and Exchange Commission registering under the Securities
Act of 1933, as amended, the NationsBank Common Stock to be issued
in exchange for the outstanding shares of BKSO Common Stock. Such
shares of NationsBank Common Stock will be offered to the BKSO
shareholders pursuant to a prospectus that will also serve as a
proxy statement for the BKSO shareholders' meeting.
The preceding description of the Merger Agreement is qualified
in its entirety by reference to the copy of the Merger Agreement
included as Exhibit 99.1 to the Current Report on Form 8-K dated
September 4, 1995 and filed by BKSO on September 7, 1995 and which
is incorporated by reference.
Immediately after executing the Merger Agreement, NationsBank
and BKSO entered into a Stock Option Agreement, dated September 4,
1995 (the "Stock Option Agreement"), pursuant to which BKSO granted
to NationsBank an option to purchase, under certain circumstances,
up to 11,691,142 shares of BKSO Common Stock at a price, subject to
certain adjustments, of $23.75 per share (the "NationsBank
Option"). The NationsBank Option if exercised, would equal, before
giving effect to the exercise of the NationsBank Option, 19.9% of
the total number of shares of BKSO Common Stock outstanding as of
September 4, 1995. The NationsBank Option was granted by BKSO as
a condition and inducement to NationsBank's willingness to enter
into the Merger Agreement. Under certain circumstances, BKSO may
be required to repurchase the NationsBank Option or the shares
acquired pursuant to the exercise of the NationsBank Option.
The preceding description of the Stock Option Agreement is
qualified in its entirety by reference to the copy of the Stock
Option Agreement included as Exhibit 99.2 to the Current Report on
Form 8-K dated September 4, 1995 and filed by BKSO on September 7,
1995 and which is incorporated by reference.
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ITEM 7. Financial Statements and Exhibits.
(c) Exhibits
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Description
99.1 Agreement and Plan of Merger, dated as of
September 4, 1995, by and between
NationsBank Corporation and Bank South
Corporation (incorporated by reference to
Exhibit 99.1 to the Current Report on
Form 8-K dated September 4, 1995 and
filed by Bank South Corporation on
September 7, 1995).
99.2 Stock Option Agreement, dated September
4, 1995, between NationsBank Corporation,
as grantee, and Bank South Corporation,
as issuer (incorporated by reference to
Exhibit 99.2 to the Current Report on
Form 8-K dated September 4, 1995 and
filed by Bank South Corporation on
September 7, 1995).
99.3 Text of joint press release, dated
September 5, 1995, issued by NationsBank
Corporation and Bank South Corporation
(incorporated by reference to Exhibit
99.4 to the Current Report on Form 8-K
dated September 4, 1995 and filed by Bank
South Corporation on September 7, 1995).
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Signatures
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Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
NATIONSBANK CORPORATION
(Registrant)
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By: /s/ Paul J. Polking
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Paul J. Polking
Executive Vice President
and General Counsel
Dated: September 20, 1995
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Agreement and Plan of Merger, dated as of September
4, 1995, by and between NationsBank Corporation and
Bank South Corporation (incorporated by reference
to Exhibit 99.1 to the Current Report on Form 8-K
dated September 4, 1995 and filed by Bank South
Corporation on September 7, 1995).
99.2 Stock Option Agreement, dated September 4, 1995,
between NationsBank Corporation, as grantee, and
Bank South Corporation, as issuer (incorporated by
reference to Exhibit 99.2 to the Current Report on
Form 8-K dated September 4, 1995 and filed by Bank
South Corporation on September 7, 1995).
99.3 Text of joint press release, dated September 5,
1995, issued by NationsBank Corporation and Bank
South Corporation (incorporated by reference to
Exhibit 99.4 to the Current Report on Form 8-K
dated September 4, 1995 and filed by Bank South
Corporation on September 7, 1995).
