<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
NB CAPITAL TRUST I
NATIONSBANK CORPORATION (Exact name of registrant
(Exact name of registrant as specified in
as specified in charter) certificate of trust)
NORTH CAROLINA DELAWARE
(State of incorporation or organization) (State of incorporation or organization)
56-0906609 56-6490299
(I.R.S. employer (I.R.S. employer
identification number) identification number)
NATIONSBANK CORPORATION
NATIONSBANK CORPORATE CENTER
CHARLOTTE, NORTH CAROLINA 28255
(Address of principal executive offices) (zip Code)
</TABLE>
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE REGISTERED EACH CLASS IS TO BE REGISTERED
<S> <C>
Trust Originated Preferred New York Stock Exchange
SecuritiesSM
(TOPrS)SM
Trust Preferred Securities New York Stock Exchange
Guarantee with respect to TOPrS
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Trust Originated Preferred Securities (the "Trust Preferred
Securities") of NB Capital Trust I (the "Trust"), a statutory business trust
organized under the laws of the State of Delaware, registered hereby represent
preferred undivided beneficial interests in the Trust and are guaranteed by
NationsBank Corporation, a North Carolina corporation (the "Corporation"), to
the extent set forth in the Form of Guarantee with respect to Preferred
Securities issued by NB Capital Trust I, (the "Trust Preferred Securities
Guarantee"), which constitutes Exhibit 4.14 to the Registration Statement (as
defined in Item 2 below). The description of the Trust Preferred Securities and
the Trust Preferred Securities Guarantee are set forth in the prospectus that is
included in and forms part of the Registration Statement (the "Prospectus"), and
such descriptions are incorporated by reference herein.
ITEM 2. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION AND METHOD OF FILING
<S> <C>
1.1 Registration Statement on Form S-3 (Registration No. 333-15375) filed with the Securities and Exchange Commission
(the "Commission") on November 1, 1996 by NationsBank Corporation, NB Capital Trust I, NB Capital Trust II and NB
Capital Trust III, (as so amended, the "Registration Statement"), incorporated by reference herein.
4.1 Certificate of Trust of NB Capital Trust I, incorporated herein by this reference to Exhibit 4.1 to the
Registration Statement.
4.2 Form of Amended and Restated Declaration of Trust of NB Capital Trust I, incorporated herein by this reference to
Exhibit 4.7 to the Registration Statement.
4.3 Form of Guarantee with respect to Preferred Securities issued by NB Capital Trust I, incorporated herein by this
reference to Exhibit 4.14 to the Registration Statement.
4.4 Form of Indenture incorporated herein by reference to Exhibit 4.10 to the Registration Statement.
4.5 Form of First Supplemental Indenture incorporated herein by reference to Exhibit 4.11 to the Registration
Statement.
5.1 Form of Trust Preferred Security (included in Exhibit 4.2).
5.2 Form of Preferred Security Guarantee (included in Exhibit 4.3).
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrants have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereto duly authorized.
Dated: November 26, 1996
NATIONSBANK CORPORATION
By: /s/ JOHN E. MACK
JOHN E. MACK
SENIOR VICE PRESIDENT
NB CAPITAL TRUST I
By: /s/ JOHN E. MACK
JOHN E. MACK
REGULAR TRUSTEE
By: /s/ MARC D. OKEN
MARC D. OKEN
REGULAR TRUSTEE
