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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): December 21, 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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ITEM 5. OTHER EVENTS.
Release of Fiscal Year Earnings. On January 16, 1996, the
Registrant announced financial results for the fiscal year ended
December 31, 1995, reporting net income of $1.95 billion and
earnings per common share of $7.13. A copy of the press release
announcing the results of the Registrant's fiscal year ended
December 31, 1995 is included as Exhibit 99.1 hereto.
Recent Acquisitions. On December 21, 1995, the Registrant
completed the acquisition of North Florida Bank Corporation
("NFBC"). As of September 30, 1995, NFBC had assets of
approximately $52 million and deposits of approximately $47
million. The Registrant exchanged 0.7797 shares of its common
stock for each outstanding share of NFBC common stock. As a
result, the Registrant issued an aggregate of approximately 103,000
shares of its common stock in the NFBC acquisition.
On January 9, 1996, the Registrant completed the acquisition
of Bank South Corporation ("BKSO"). As of September 30, 1995, BKSO
had assets of approximately $7.7 billion and deposits of
approximately $5 billion. The Registrant exchanged 0.44 shares of
its common stock for each outstanding share of BKSO common stock.
As a result, the Registrant issued an aggregate of approximately 26
million shares of its common stock in this acquisition. A copy of
the press release announcing the consummation of this acquisition
is included as Exhibit 99.2 hereto.
On January 10, 1996, the Registrant completed the acquisition
of CSF Holdings, Inc. ("CSF"). As of September 30, 1995, CSF had
assets of approximately $4.8 billion and deposits of approximately
$3.7 billion. The purchase price approximated $516 million,
payable in cash.
On January 31, 1996, the Registrant completed the acquisition
of Sun World, N.A. ("Sun World"). As of September 30, 1995, Sun
World had assets of approximately $130 million and deposits of
approximately $110 million. The purchase price approximated $16
million, payable in cash.
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ITEM 7. EXHIBITS.
The following exhibits are filed herewith:
Exhibit No. Description of Exhibit
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99.1 Press Release dated January 16, 1996 with
respect to the Registrant's financial
results for the fiscal year ended December
31, 1995.
99.2 Press Release dated January 9, 1996 with
respect to the Registrant's acquisition of
Bank South Corporation.
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SIGNATURES
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
By: /s/ Marc D. Oken
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Marc D. Oken
Chief Accounting Officer
Dated: February 1, 1996
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Press Release dated January 16, 1996
with respect to the Registrant's
financial results for the fiscal year
ended December 31, 1995.
99.2 Press Release dated January 9, 1996
with respect to the Registrant's
acquisition of Bank South
Corporation.
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Exhibit 99.1
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FOR IMMEDIATE RELEASE
NATIONSBANK PROFITS APPROACHED $2 BILLION IN 1995
CHARLOTTE NC, January 16, 1996 -- Fueled by strong loan growth and advances in
the major areas of noninterest income, NationsBank profits reached nearly
$2 billion.
"I believe our earnings come across loud and clear in describing the power of
our franchise," said Hugh McColl, chairman and chief executive officer.
"In 1994, our company set forth three financial goals to achieve by the end of
1996. I am proud to report that we have exceeded these goals already in 1995
by producing 17-percent earnings per share growth, a 17-percent return on
equity and an efficiency ratio below 60 percent."
NationsBank earned $1.95 billion in 1995, a 15-percent increase over the
$1.69 billion earned in 1994. Earnings per common share for 1995 rose
17 percent to $7.13, from $6.12 per common share in 1994. Return on common
shareholders' equity rose to 17.01 percent in 1995, compared to 16.10 percent
last year. Strong revenue growth outpaced expense growth by a wide margin,
improving the efficiency ratio in 1995 to 59.8 percent, a 277-basis point
progression from 62.5 percent in 1994.
For the fourth quarter of 1995, net income rose 26 percent to $510 million,
compared to $405 million in the fourth quarter of 1994. Earnings per common
share in the fourth quarter of 1995 increased 28 percent to $1.87, from
$1.46 per common share in 1994.
In 1995, average loans and leases grew 15 percent over year-earlier levels to
$109 billion, driven by a 23-percent increase in average consumer loans,
primarily residential mortgage and bank card loans, and increases in commercial
loans. This strong loan growth led to a five-percent increase in net interest
income on a taxable-equivalent basis to $5.6 billion in 1995.
Average deposits in 1995 were $99.3 billion, versus $93.7 billion a year
earlier. Core customer-based deposits of $83.7 billion made up 84 percent of
this year's total average deposits.
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Noninterest income rose 19 percent to $3.1 billion in 1995, reflecting the
diverse fee- generating activities of NationsBank. Strong capital markets
revenues, service fees and mortgage servicing fees drove the year-over-year
increase.
Total nonperforming assets fell by $285 million, or 25 percent, and stood at
$853 million on December 31, 1995, or .73 percent of net loans, leases and
factored receivables, and other real estate owned. This compared to
nonperforming assets of $1.1 billion on December 31, 1994, or 1.10 percent of
net levels. The allowance for credit losses represented 306 percent of
nonperforming loans at December 31, 1995, up from 273 percent at year-end 1994.
In 1995, net charge-offs increased to $421 million, or .38 percent of average
net loans, leases and factored receivables, from $316 million, or .33 percent
of average levels in 1994.
Total shareholders' equity climbed 16 percent in 1995 to $12.8 billion on
December 31. This represented 6.83 percent of year-end assets. Book value
per common share rose 17 percent to $46.52 on December 31, 1995. Common shares
outstanding at December 31, 1995 declined to 274.3 million, compared to 276.5
million one year ago due to common share repurchases. Total market
capitalization was $19.1 billion at year-end 1995. Common dividends paid per
share for the calendar year 1995 increased 11 percent to $2.08, from $1.88 per
share in 1994.
NationsBank Corporation is a bank holding company that provides financial
products and services nationally and internationally to individuals,
businesses, corporations, institutional investors and government agencies.
Headquartered in Charlotte, N.C., NationsBank has a retail banking franchise in
nine states and the District of Columbia. As of December 31, 1995, NationsBank
had total assets of $187 billion.
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<TABLE>
NATIONSBANK CORPORATION FINANCIAL HIGHLIGHTS
<CAPTION>
THREE MONTHS FOR THE YEAR
ENDED DECEMBER 31 ENDED DECEMBER 31
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1995 1994 1995 1994
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<S> <C> <C> <C> <C>
FINANCIAL SUMMARY
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(In millions except per-share data)
Net income $510 $405 $1,950 $1,690
Earnings per common share 1.87 1.46 7.13 6.12
Fully diluted earnings
per common share 1.85 1.45 7.04 6.06
Average common shares issued 271.558 275.735 272.480 274.656
Average fully diluted common
shares issued 276.009 279.242 277.134 278.573
Price per share of common
stock at period end $69.625 $45.125 $69.625 $45.125
Common dividends paid 158 138 567 517
Common dividends paid per share .58 .50 2.08 1.88
Preferred dividends paid 2 2 8 10
EARNINGS SUMMARY
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(Taxable-equivalent in millions)
Net interest income $1,438 $1,326 $5,560 $5,305
Provision for credit losses (142) (70) (382) (310)
Gains (losses) on sales
of securities 21 (28) 29 (13)
Noninterest income 846 639 3,078 2,597
Other real estate owned (expense)
income (8) 8 (18) 12
Noninterest expense (1,342) (1,261) (5,163) (4,942)
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Income before income taxes 813 614 3,104 2,649
Income taxes - including
FTE adjustment* (303) (209) (1,154) (959)
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Net income $510 $405 $1,950 $1,690
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*FTE adjustment $25 $26 $113 $94
AVERAGE BALANCE SHEET SUMMARY
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(In billions)
Loans and leases, net $114.604 $99.764 $109.487 $95.006
Securities held for investment 12.945 17.966 15.521 15.048
Securities available for sale 10.689 8.560 10.272 12.386
Total securities 23.634 26.526 25.793 27.434
Earning assets 169.334 155.107 167.004 148.381
Total assets 191.693 174.554 188.547 166.319
Noninterest-bearing deposits 21.908 20.452 21.128 20.097
Interest-bearing deposits 76.694 78.122 78.150 73.640
Total deposits 98.602 98.574 99.278 93.737
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Shareholders' equity 11.903 10.906 11.451 10.484
Common shareholders' equity 11.866 10.877 11.415 10.435
OTHER FINANCIAL DATA
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Net interest yield 3.38% 3.40% 3.33% 3.58%
Return on average assets 1.06 .92 1.03 1.02
Return on average common
shareholders' equity 16.98 14.68 17.01 16.10
Gross charge-offs (in millions) $211 $155 $636 $533
Net charge-offs (in millions) 156 98 421 316
% of average loans, leases and
factored accounts receivable, net .53% .38% .38% .33%
Efficiency Ratio 58.73 64.18 59.77 62.54
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31
1995 1994
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<S> <C> <C>
BALANCE SHEET SUMMARY
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(In billions)
Loans and leases, net $116.042 $102.367
Securities held for investment 4.432 17.800
Securities available for sale 19.415 8.025
Total securities 23.847 25.825
Earning Assets 167.945 151.722
Factored accounts receivable .991 1.004
Mortgage servicing rights .707 .195
Goodwill, core deposit and
other intangibles 1.514 1.517
Total assets 187.298 169.604
Noninterest-bearing deposits 23.414 21.380
Interest-bearing deposits 77.277 79.090
Total deposits 100.691 100.470
Shareholders' equity 12.801 11.011
Common shareholders' equity 12.759 10.976
Per common share (not in billions) 46.52 39.70
RISK-BASED CAPITAL
Tier 1 capital $10.799 $9.511
Tier 1 capital ratio 7.24% 7.43%
Total capital $17.264 $14.681
Total capital ratio 11.58% 11.47%
Leverage ratio 6.27% 6.18%
Common shares issued (in millions) 274.269 276.452
Allowance for credit losses $2.163 $2.186
Allowance as % of net loans, leases
and factored accounts receivable 1.85% 2.11%
Allowance for credit losses
as % of nonperforming loans 306.49 273.07
Nonperforming loans $.706 $.801
Nonperforming assets 0.853 1.138
</TABLE>
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<TABLE>
<S> <C> <C>
Nonperforming assets as % of:
Total assets .46% .67%
Net loans, leases, factored accounts
receivable and other real estate owned .73 1.10
OTHER DATA
Full-time equivalent headcount 58,322 61,484
Banking centers 1,833 1,929
ATMs 2,292 2,174
BUSINESS UNIT RESULTS - Three months ended December 31, 1995
(in millions)
Return on Average Loans
Total Revenue Net Income Equity and Leases,net
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General Bank $1,599 70% $312 61% 20% $73,126 64%
Global Finance 505 22 137 27 14 34,631 30
Financial Services 167 7 40 8 16 7,681 7
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Exhibit 99.2
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FOR IMMEDIATE RELEASE
January 9, 1996 -- NationsBank announced it has completed the acquisition
of Bank South Corporation, effective today.
Bank South shareholders will receive a 0.44 share of NationsBank common
stock for each share of Bank South common stock. There are approximately
58 million shares of Bank South stock outstanding. As of September 30,
1995, Bank South had $7.7 billion in assets and $5 billion in deposits.
Headquartered in Charlotte, N.C., NationsBank has a retail banking
franchise in nine states and the District of Columbia. As of September 30,
1995, NationsBank had total assets of $182 billion.
Contact: Scott Scredon, NationsBank, (404) 607-5225
