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, AS AMENDED
Date of Report (Date of earliest event reported): December 13,
1996
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) <PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On December 13, 1996, NationsBank Corporation ("Nations-
Bank") and Boatmen's Bancshares, Inc. ("Boatmen's") mailed to all
holders of record of shares of common stock of Boatmen's
("Boatmen's Common Stock") as of December 6, 1996, an Election
Form and Letter of Transmittal to be used in connection with the
merger of Boatmen's into a wholly-owned subsidiary of NationsBank
(the "Merger").
The Election Form and Letter of Transmittal contains
instructions regarding the election mechanics of the elections
available to Boatmen's shareholders and information concerning the
tax consequences of such elections. The Election Form and Letter
of Transmittal will be used by such shareholders in electing to
receive cash consideration, stock consideration or a combination
thereof in exchange for their shares of Boatmen's Common Stock and
must accompany certificates representing shares of Boatmen's Com-
mon Stock in order for such shareholders to receive consideration
in the Merger. The Election Form and Letter of Transmittal is
attached to this Form 8-K as Exhibit 99.1 and incorporated herein
by reference.
ITEM 7. EXHIBITS.
Exhibit Description
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99.1 Election Form and Letter of Transmittal<PAGE>
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
(Registrant)
------------
By: /s/ Paul J. Polking
-----------------------
Name: Paul J. Polking
Title: Executive Vice
President and
General Counsel
Dated: December 17, 1996<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
99.1 Election Form and Letter of Transmittal
EXHIBIT 99.1
ELECTION FORM AND LETTER OF TRANSMITTAL
To accompany certificates representing shares of common stock,
par value $1.00 per share ("Boatmen's Shares"),
of
BOATMEN'S BANCSHARES, INC. ("BOATMEN'S")
when submitted pursuant to an election to receive (i) cash,
(ii) shares of Common Stock ("NationsBank Shares")
of NationsBank Corporation ("NationsBank") or (iii) some
combination of cash and NationsBank Shares,
in connection with the merger (the "Merger") of Boatmen's
with and into NB Holdings Corporation ("NB Holdings"), a
wholly owned subsidiary of
NATIONSBANK CORPORATION
By Hand/
By Mail: Overnight Courier: By Facsimile:
ChaseMellon Shareholder ChaseMellon FOR ELIGIBLE
Services Shareholder Services INSTITUTIONS
Reorganization Reorganization ONLY
Department Department (201) 329-8953
P.O. Box 837 Midtown 120 Broadway, To confirm
New York, New York 13th Floor fax by tele-
10018 New York, New York phone only
10271 (201) 296-4040
or
(201) 296-4229
FOR INFORMATION CALL TOLL FREE: (888) 261-6793
BOX A: ELECTION AND DESCRIPTION OF BOATMEN'S SHARES ENCLOSED
(Attach additional sheets if necessary).
See "Election" and Instruction 13.
[ ] STOCK ELECTION [ ] CASH ELECTION [ ] MIXED ELECTION
Name and Address
of Registered
Holder(s) (Please
fill in, if blank, Shares to Shares to
exactly as name(s) Receive Receive
appear on Certifi- Certificate Cash Con- Stock Con-
cate(s)) Number sideration sideration
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Total Number
of Shares
_________________________________________________________________
PLEASE READ THE INSTRUCTIONS IN THIS ELECTION FORM
AND LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
THIS ELECTION FORM AND LETTER OF TRANSMITTAL.
5:00 P.M., NEW YORK CITY TIME, ON JANUARY 2, 1997 IS THE
ELECTION DEADLINE (AS SUCH TERM IS DEFINED BELOW) BY WHICH DATE
A COMPLETED ELECTION FORM AND LETTER OF TRANSMITTAL, TOGETHER
WITH YOUR STOCK CERTIFICATES, MUST BE RECEIVED BY THE EXCHANGE
AGENT IN ORDER FOR ANY CASH ELECTION OR MIXED ELECTION (AS SUCH
TERMS ARE DEFINED BELOW) CONTAINED HEREIN TO BE VALID. ANY
STOCKHOLDER WISHING TO MAKE A STOCK ELECTION NEED NOT SUBMIT
THE ELECTION FORM AND LETTER OF TRANSMITTAL PRIOR TO THE
ELECTION DEADLINE. ANY ELECTION FORM AND LETTER OF TRANSMITTAL
RECEIVED BY THE EXCHANGE AGENT AFTER THE ELECTION DEADLINE,
WHETHER OR NOT A STOCK ELECTION IS INDICATED THEREON, SHALL BE
DEEMED TO INDICATE A STOCK ELECTION.
In the event an Election Form and Letter of Transmittal is
delivered to the Exchange Agent on behalf of a record holder of
Boatmen's Shares prior to the Election Deadline and not revoked
prior to such deadline, or if an Election Form and Letter of
Transmittal is delivered to the Exchange Agent after the
Election Deadline, Boatmen's or NationsBank, as the case may
be, will deem such delivery a revocation of any objections to
the Merger previously filed with Boatmen's for purposes of
exercising dissenter's rights and a waiver of any future rights
to such exercise.<PAGE>
The tax consequences to a holder of Boatmen's Shares will
vary depending upon, among other things, whether a stock elec-
tion, cash election or mixed election is made. Information as
to the federal income tax consequences of receiving NationsBank
Shares or cash in exchange for your Boatmen's Shares is set
forth under "Important Tax Information" at the end of this
Election Form and Letter of Transmittal. You are urged, in
addition, to consult with your tax advisor.
IF YOUR STOCK CERTIFICATE(S) HAS (HAVE) BEEN LOST, STOLEN
OR DESTROYED AND YOU REQUIRE ASSISTANCE IN REPLACING IT (THEM),
SEE INSTRUCTION 12 BELOW. YOU CANNOT SUBMIT AN EFFECTIVE ELEC-
TION FORM AND LETTER OF TRANSMITTAL WITHOUT ATTACHING YOUR
STOCK CERTIFICATES TO THIS ELECTION FORM AND LETTER OF TRANS-
MITTAL; THEREFORE, IF YOU WISH TO MAKE AN EFFECTIVE ELECTION,
IT IS CRITICAL THAT YOU ACT IMMEDIATELY TO OBTAIN REPLACEMENT
STOCK CERTIFICATES.
To ChaseMellon Shareholder Services, L.L.C.:
In connection with the Merger of Boatmen's with and into
NB Holdings, and pursuant to an Agreement and Plan of Merger,
dated as of August 29, 1996, as amended (the "Merger Agree-
ment"), by and among Boatmen's, NB Holdings and NationsBank,
the undersigned hereby makes the election or elections set
forth herein and surrenders to you for cancellation, as
exchange agent (the "Exchange Agent"), certificates represent-
ing (or, if after the effective time of the Merger (the "Effec-
tive Time"), formerly representing) all of the undersigned's
Boatmen's Shares (each such certificate a "Boatmen's
Certificate"), listed in Box A above in exchange for either (i)
the right to receive a number of NationsBank Shares equal to
the product of (A) 0.6525 (the "Exchange Ratio") and (B) the
number of Boatmen's Shares represented by the Boatmen's
Certificates surrendered herewith (such election, a "Stock
Election"), (ii) the right to receive an amount in cash without
interest equal to the product of (A) the Exchange Ratio, (B)
the Valuation Period Market Value (as defined below) and (C)
the number of Boatmen's Shares represented by the Boatmen's
Certificates surrendered herewith (such election, a "Cash Elec-
tion") or (iii) the right to receive (A) the number of
NationsBank Shares equal to the product of (1) the Exchange
Ratio and (2) the number of Boatmen's Shares designated by the
undersigned as receiving NationsBank Shares under the column
heading "Shares To Receive Stock Consideration" in Box A above
and (B) an amount in cash equal to the product of (1) the
Exchange Ratio, (2) the Valuation Period Market Value, and (3)
the number of Boatmen's Shares designated by the undersigned as
receiving cash under the column heading "Shares To Receive Cash
Consideration" in Box A above (such
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election, a "Mixed Election"). In addition, it is understood
that the Exchange Agent will pay cash in lieu of any fractional
NationsBank Shares otherwise issuable in connection with the
Merger as specified herein. NationsBank Shares issued in the
Merger are referred to herein as the "Stock Consideration" and
cash paid in connection with the Merger to record holders of
Boatmen's Shares as of the Effective Time ("Boatmen's Hold-
ers"), including any cash expected to be paid to holders of any
Boatmen's Shares expected to exercise dissenters' rights ("Dis-
senting Holders"), but excluding any cash paid in lieu of frac-
tional shares, is referred to herein as the "Cash Consider-
ation." The Stock Consideration, the Cash Consideration and
any cash paid in lieu of fractional shares are collectively
referred to as the "Merger Consideration."
The undersigned understands that the election referred to
above is subject to certain terms, conditions and limitations
that have been set forth in the Merger Agreement (including,
but not limited to, the fact that the aggregate amount of the
Cash Consideration payable in the Merger shall not exceed 40%
of the value of the aggregate Merger Consideration, and conse-
quently it is possible that certain Boatmen's Holders making a
Cash Election or a Mixed Election may receive NationsBank
Shares in lieu of the cash they would otherwise receive pursu-
ant to such elections), the Instructions below and the Joint
Proxy Statement-Prospectus dated November 15, 1996 (including
all documents incorporated therein, and as it may be amended
from time to time, the "Joint Proxy Statement-Prospectus")
delivered prior hereto. The Merger Agreement is included as
Annex A to the Joint Proxy Statement-Prospectus. Extra copies
of this Election Form and Letter of Transmittal and the Joint
Proxy Statement-Prospectus may be requested from the Exchange
Agent, at the addresses or phone number shown above. The fil-
ing of this Election Form and Letter of Transmittal with the
Exchange Agent is acknowledgment of the receipt of the Joint
Proxy Statement-Prospectus.
The undersigned hereby represents and warrants that the
undersigned is as of the date hereof, and will be as of the
Effective Time, the registered holder of the Boatmen's Shares
represented by the Boatmen's Certificate(s) surrendered here-
with, with good title to the above-described Boatmen's Shares
and full power and authority to sell, assign and transfer such
Boatmen's Shares, free and clear of all liens, claims and
encumbrances, and not subject to any adverse claims. The
undersigned will, upon request, execute any additional docu-
ments necessary or desirable to complete the surrender and
exchange of such Boatmen's Shares. The undersigned hereby
irrevocably appoints the Exchange Agent, as agent of the under-
signed, to effect the exchange pursuant to the Merger Agreement
-3-<PAGE>
and the Instructions hereto. All authority conferred or agreed
to be conferred in the Election Form and Letter of Transmittal
shall be binding upon the successors, assigns, heirs, execu-
tors, administrators and legal representatives of the under-
signed and shall not be affected by, and shall survive, the
death or incapacity of the undersigned.
ELECTION
The appropriate box must be checked in Box A above in
order to make a Cash Election or a Mixed Election (each as
defined above). The box indicating a Stock Election (as
defined above) may be checked by those wishing to make a Stock
Election but any Election Form and Letter of Transmittal
received by the Exchange Agent without any checked election box
will be treated as indicating a Stock Election.
For purposes of a Cash Election or a Mixed Election, the
"Valuation Period Market Value" means the average of the clos-
ing sales prices of the NationsBank Shares as reported on the
New York Stock Exchange Composite Transactions reporting system
(as reported in The Wall Street Journal or, in the absence
thereof, by another authoritative source) during the period
beginning on December 13, 1996 and ending on December 27, 1996.
In the event that, based on the elections properly made by
Boatmen's Holders, 40% or less of the value of the aggregate
Merger Consideration would be Cash Consideration, all properly
made Cash Elections, Stock Elections and Mixed Elections will
be honored. Additionally, all those making no elections or
improperly making Cash Elections or Mixed Elections will be
deemed to have made a Stock Election and will receive Stock
Consideration. In the event the aggregate Cash Consideration
would otherwise exceed 40% of the value of the aggregate Merger
Consideration, the Exchange Agent shall, pursuant to the pro-
cess described below, select certain Boatmen's Holders that
elected to receive Cash Consideration (whether pursuant to a
Cash Election or a Mixed Election) to instead receive the Stock
Consideration with respect to all such holder's Boatmen's
Shares (the "Stock Designees"). In such event, the Exchange
Agent shall first eliminate from consideration those Boatmen's
Holders holding 99 or fewer Boatmen's Shares, and shall then
randomly select Boatmen's Holders to be Stock Designees from
the remaining holders who made Cash Elections or Mixed Elec-
tions until the aggregate amount of the Cash Consideration is
as close as practicable to 40% of the value of the aggregate
Merger Consideration. In the event the Cash Consideration to
-4-<PAGE>
be paid to those Boatmen's Holders who hold 99 or fewer Boat-
men's Shares would otherwise exceed 40% of the value of the
aggregate Merger Consideration, such holders will be randomly
selected to be Stock Designees until the aggregate amount of
the Cash Consideration is as close as practicable to 40% of the
value of the aggregate Merger Consideration. ALL DECISIONS BY
THE EXCHANGE AGENT WITH RESPECT TO SUCH PROCESS SHALL BE FINAL
AND BINDING.
ALL BOATMEN'S HOLDERS WISHING TO MAKE A CASH ELECTION OR A
MIXED ELECTION MUST DELIVER TO THE EXCHANGE AGENT A PROPERLY
COMPLETED ELECTION FORM AND LETTER OF TRANSMITTAL PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON JANUARY 2, 1997. ALL HOLDERS SUB-
MITTING ELECTION FORM AND LETTER OF TRANSMITTALS AFTER SUCH
TIME WILL BE DEEMED TO HAVE MADE A STOCK ELECTION REGARDLESS OF
THE ELECTION SPECIFIED ON SUCH FORM. BOATMEN'S HOLDERS WISHING
TO MAKE A STOCK ELECTION ARE NOT REQUIRED TO SUBMIT THIS ELEC-
TION FORM AND LETTER OF TRANSMITTAL PRIOR TO THE ELECTION DEAD-
LINE OR PRIOR TO THE EFFECTIVE TIME.
THE EXCHANGE AGENT RESERVES THE RIGHT TO DEEM THAT YOU HAVE
CHECKED THE "STOCK ELECTION" BOX IF:
A. NO ELECTION CHOICE IS INDICATED IN BOX A ABOVE;
B. YOU FAIL TO FOLLOW THE INSTRUCTIONS ON THIS
ELECTION FORM AND LETTER OF TRANSMITTAL (INCLUD-
ING SUBMISSION OF YOUR BOATMEN'S CERTIFICATES)
OR OTHERWISE FAIL TO PROPERLY MAKE AN ELECTION;
OR
C. A COMPLETED ELECTION FORM AND LETTER OF TRANS-
MITTAL (INCLUDING SUBMISSION OF YOUR BOATMEN'S
CERTIFICATES) IS NOT ACTUALLY RECEIVED BY THE
ELECTION DEADLINE.
In order to receive the Merger Consideration, this Elec-
tion Form and Letter of Transmittal must be (i) completed and
signed in the space provided below and on the Substitute Form
W-9 and (ii) mailed or delivered with your Boatmen's Certifi-
cate(s) to the Exchange Agent at either of the addresses set
forth above. In order to properly make a Cash Election or a
Mixed Election, these actions must be taken in a timely fashion
such that the Election Form and Letter of Transmittal is
received by the Exchange Agent prior to the Election Deadline.
In order to properly make a Stock Election (or obtain the ben-
efits of a deemed Stock Election), these actions must be taken
at some time prior to or after the Effective Time.
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The method of delivery of the Boatmen's Certificates and
all other required documents is at the election and risk of the
Boatmen's Holder; however, if the Boatmen's Certificates are
sent by mail, it is recommended that they be sent by registered
mail, appropriately insured, with return receipt requested.
Unless otherwise indicated below under "Special Issuance
and Payment Instructions," in exchange for the enclosed certif-
icates, the undersigned requests delivery of the Merger Consid-
eration. Similarly, unless otherwise indicated below under
"Special Delivery Instructions," the undersigned requests that
the Merger Consideration be mailed to the undersigned at the
address shown above. In the event that both the "Special
Delivery Instructions" and the "Special Issuance and Payment
Instructions" are completed, please issue the Merger Consider-
ation in the name of, and mail the Merger Consideration to, the
person or entity so indicated at the address so indicated.
Appropriate signature guarantees have been included with
respect to Boatmen's Shares for which Special Issuance and Pay-
ment Instructions have been given.
CONSUMMATION OF THE MERGER IS STILL SUBJECT TO APPROVAL OF
THE SHAREHOLDERS OF BOATMEN'S AND NATIONSBANK AND THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND TO THE SATISFACTION
OF CERTAIN OTHER CONDITIONS. NO PAYMENTS RELATED TO ANY SUR-
RENDER OF BOATMEN'S CERTIFICATES WILL BE MADE PRIOR TO THE
EFFECTIVE TIME.
In the event that the Merger Agreement is terminated, the
Exchange Agent will promptly return Boatmen's Certificates pre-
viously submitted with Election Form and Letter of Transmit-
tals. In such event Boatmen's Shares held through The Deposi-
tory Trust Company are expected to be available for sale or
transfer promptly following such termination; however, certifi-
cates representing Boatmen's Shares held of record directly by
the beneficial owners of such Boatmen's Shares will be returned
as promptly as practicable by first class, insured mail.
-6-<PAGE>
SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS
(See Instructions 1, 4, 5, 9, 10 and 11)
To be completed ONLY if the certificate representing the Stock
Consideration or the check representing the Cash Consideration or
cash in lieu of fractional shares, as the case may be, is to be issued
in the name of and mailed to someone other than the under-
signed. Note: The person named in these Special Issuance and
Payment Instructions must be the person who completes the
Substitute Form W-9.
Issue the certificate representing the Stock Consideration or
the check representing the Cash Consideration or cash in lieu
of fractional shares to:
Name ______________________________________________________
(Please Print)
Address ____________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
(Include Zip Code)
If you complete this box, you will need a signature guarantee
by an eligible institution. See Instruction 5.
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4 and 10)
To be completed ONLY if the certificate representing the Stock
Consideration or the check representing the Cash Consideration
or cash in lieu of fractional shares, as the case may be,
issued in the name of the undersigned is to be sent to someone
other than the undersigned or to the undersigned at an address
other than that shown above.
Mail the certificate representing the Stock Consideration or
the check representing the Cash Consideration or cash in lieu
of fractional shares to:
Name ______________________________________________________
(Please Print)
Address ____________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
(Include Zip Code)
Check this box if this is a permanent change of address []
-7-<PAGE>
The undersigned represents and warrants that the undersigned
has full power and authority to transfer the Boatmen's Shares
surrendered hereby and that the transferee will acquire good
and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any
adverse claim when the shares are accepted for exchange by the
Exchange Agent. The undersigned will, upon request, execute
and deliver any additional documents deemed by the Exchange
Agent or NationsBank to be necessary and desirable to complete
the transfer of the Boatmen's Shares surrendered hereby.
Date:
PLEASE SIGN HERE
Signature: _____________________________________________
Signature: _____________________________________________
Signature(s) of registered holder(s) must be EXACTLY as name(s)
appear(s) on the box headed "Description of Boatmen's Shares
Enclosed" or on the assignment authorizing transfer.
If signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person
acting in a fiduciary or representative capacity, the capacity
of the person signing should be indicated. (See Instruction 8
hereto.)
Dated:
Name(s):
(Please Print)
Capacity:
Daytime Area Code and
Telephone Number:
THE EXCHANGE AGENT HAS BEEN INSTRUCTED NOT TO MAKE ANY EXCHANGE
OF YOUR SHARES UNTIL THIS ELECTION FORM AND LETTER OF
TRANSMITTAL HAS BEEN EXECUTED AND DELIVERED TO THE EXCHANGE
AGENT TOGETHER WITH YOUR STOCK CERTIFICATES.
-8-<PAGE>
SIGNATURE GUARANTEE
(Required only in cases specified in Instruction 5)
The undersigned hereby guarantees the signature(s) which
appear(s) on this Election Form and Letter of Transmittal.
Dated:
(Name of Eligible Institution Issuing Guarantee)
(Please Print)
(Fix Medallion Stamp Above)
-9-<PAGE>
INSTRUCTIONS
This Election Form and Letter of Transmittal is to be com-
pleted and submitted to the Exchange Agent prior to the Elec-
tion Deadline by those Boatmen's Holders desiring to make a
Cash Election or a Mixed Election. It must also be used as a
letter of transmittal at any time in order for all other Boat-
men's Holders to receive the Stock Consideration. Until a
record holder's Boatmen's Certificates are received by the
Exchange Agent at one of the addresses set forth above, togeth-
er with such documents as the Exchange Agent may require, and
until the same are processed for exchange by the Exchange
Agent, such holders will not receive (i) any certificates rep-
resenting shares of the Stock Consideration or the check repre-
senting the Cash Consideration or cash in lieu of fractional
shares (if any) in exchange for their Boatmen's Certificates or
(ii) any dividends or other distributions payable on the
NationsBank Shares composing the Stock Consideration. No
interest will accrue on the Cash Consideration, the cash in
lieu of fractional shares or such dividends. Any such divi-
dends or other distributions will not be reinvested pursuant to
any plan. If your stock certificate(s) is (are) lost, stolen
or destroyed, please refer to Instruction 12 below.
A HOLDER OF BOATMEN'S SHARES MUST CHECK THE APPROPRIATE
ELECTION BOX IN BOX A ABOVE TO MAKE AN EFFECTIVE CASH ELECTION
OR MIXED ELECTION.
Your election is subject to certain terms, conditions and
limitations that have been set out in the Merger Agreement and
the Joint Proxy Statement-Prospectus. The Merger Agreement is
included as Annex A to the Joint Proxy Statement-Prospectus.
Extra copies of the Joint Proxy Statement-Prospectus may be
requested from the Exchange Agent at the addresses or phone
number shown above. The filing of this Election Form and Let-
ter of Transmittal with the Exchange Agent is acknowledgment of
the receipt of the Joint Proxy Statement-Prospectus.
1. Election Deadline. For any Cash Election or Mixed
Election contained herein to be considered, this Election Form
and Letter of Transmittal, properly completed, and the related
Boatmen's Certificates must be received by the Exchange Agent
at one of the addresses shown above on this Election Form and
Letter of Transmittal no later than 5:00 p.m., New York City
Time, on January 2, 1997. The Exchange Agent will determine
whether any Election Form and Letter of Transmittal is received
on a timely basis and whether an Election Form and Letter of
Transmittal has been properly completed. Any such determina-
tions shall be conclusive and binding.
-10-<PAGE>
THE ELECTION DEADLINE IS 5:00 P.M., NEW YORK CITY TIME, ON
JANUARY 2, 1997.
2. Revocation or Change of Election Form and Letter of
Transmittal. Any Election Form and Letter of Transmittal may
be revoked or changed by written notice to the Exchange Agent
from the person submitting such Election Form and Letter of
Transmittal, but to be effective such notice must be received
by the Exchange Agent at or prior to the Election Deadline.
The Exchange Agent will have reasonable discretion to determine
whether any revocation or change is received on a timely basis
and whether any such revocation or change has been properly
made.
3. Election Procedures/Allocation. As set forth in the
Joint Proxy Statement-Prospectus and described above, no more
than 40% of the aggregate value of the Merger Consideration
will be composed of Cash Consideration. Accordingly, there can
be no assurance that each Boatmen's Holder who elects to
receive Cash Consideration will receive the form of consider-
ation which such holder elects. If the elections result in an
oversubscription of the Cash Consideration, the procedures for
allocating the Cash Consideration set forth in the Merger
Agreement and described above and in the Joint Proxy Statement-
Prospectus will be followed by the Exchange Agent. Thus, a
Cash Election or a Mixed Election made by you may not be hon-
ored under certain circumstances. See "THE MERGER -- The Cash
Election" in the Joint Proxy Statement-Prospectus.
4. No Fractional Interests. No certificate representing
a fraction of a NationsBank Share will be issued. In lieu
thereof, the Exchange Agent will remit on NationsBank's behalf
cash without interest in an amount equal to the product of (i)
such fraction of a NationsBank Share, if any, to which any
Boatmen's Holder would otherwise be entitled (after taking into
account all Boatmen's Certificates delivered by such holder)
and (ii) the average of the last sale prices of NationsBank
Shares as reported on the New York Stock Exchange Composite
Transactions reporting system (as reported by The Wall Street
Journal or, in the absence thereof, by another authoritative
source) for the five New York Stock Exchange trading days imme-
diately preceding the effective date of the Merger. No such
Boatmen's Holder shall be entitled to dividends, voting rights
or any other rights in respect of any fractional share.
5. Guarantee Of Signatures. Signatures on this Election
Form and Letter of Transmittal need not be guaranteed unless
the "Special Issuance and Payment Instructions" section has
been completed and payment is to be made to someone other than
the Boatmen's Holder with respect to the surrendered Boatmen's
-11-<PAGE>
Certificates. In such event, signatures on this Election Form
and Letter of Transmittal must be guaranteed by an eligible
guarantor institution pursuant to Rule 17Ad-15 promulgated
under the Securities Exchange Act of 1934. Public notaries
cannot execute acceptable guarantees of signatures.
6. Delivery Of Election Form and Letter of Transmittal
and Stock Certificates. This Election Form and Letter of
Transmittal, properly completed and duly executed, together
with the certificate(s) representing the Boatmen's Shares,
should be delivered to the Exchange Agent at one of the
addresses set forth above. The method of delivery of the Boat-
men's Certificates and all other required documents is at the
election and risk of the record holder of such Boatmen's
Shares; however, if such certificates are sent by mail, it is
recommended that they be sent by registered mail, appropriately
insured, with return receipt requested.
7. Inadequate Space. If the space provided herein is
inadequate, the stock certificate numbers and the numbers of
Boatmen's Shares represented thereby should be listed on addi-
tional sheets and attached hereto.
8. Signatures on Election Form, Stock Powers and Endorse-
ments.
(a) All signatures must correspond exactly with the name
written on the face of the Boatmen's Certificate(s) without
alteration, variation or any change whatsoever.
(b) If the Boatmen's Certificate(s) surrendered is (are)
held of record by two or more joint owners, all such owners
must sign this Election Form and Letter of Transmittal.
(c) If any surrendered Boatmen's Shares are registered in
different names on several Boatmen's Certificates, it will be
necessary to complete, sign and submit as many separate Elec-
tion Form and Letter of Transmittals as there are different
registrations of Boatmen's Certificates.
(d) If this Election Form and Letter of Transmittal is
signed by a person(s) other than the record holder(s) of the
Boatmen's Certificates listed (other than as set forth in para-
graph (e) below), such certificates must be endorsed or accom-
panied by appropriate stock powers, in either case signed
exactly as the name(s) of the record holder(s) appears on such
certificate.
(e) If this Election Form and Letter of Transmittal is
signed by a trustee, executor, administrator, guardian,
-12-<PAGE>
attorney-in-fact, officer of a corporation or other person
acting in a fiduciary or representative capacity and such
person is not the record holder of the accompanying Boatmen's
Certificates, he or she must indicate the capacity when signing
and must submit proper evidence of his or her authority to act.
9. Stock Transfer Taxes. In the event that any transfer
or other taxes become payable by reason of the issuance of the
Merger Consideration in any name other than that of the Boat-
men's Holder, such transferee or assignee must pay such tax to
the Exchange Agent or must establish to the satisfaction of the
Exchange Agent that such tax has been paid.
10. Special Issuance and Delivery Instructions. Indicate
the name and/or address of the person(s) to whom the Stock Con-
sideration or the check representing the Cash Consideration or
cash in lieu of fractional shares (if any) is to be issued and
sent, if different from the name and/or address of the per-
son(s) signing this Election Form and Letter of Transmittal.
11. Withholding. Each surrendering Boatmen's Holder is
required to provide the Exchange Agent with such holder's cor-
rect Taxpayer Identification Number ("TIN") on the Substitute
Form W-9 and to certify whether such holder is subject to back-
up withholding. The TIN that must be provided is that of the
Boatmen's Holder with respect to the Boatmen's Certificate(s)
surrendered herewith or of the last transferee appearing on the
transfers attached to or endorsed on such certificate(s) (or,
if a check is made payable to another person as provided in the
box above entitled "Special Issuance and Payment Instructions,"
then the TIN of such person). Failure to provide the informa-
tion on the Substitute Form W-9 may subject the surrendering
Boatmen's Holder to 31% federal income tax withholding on
payments made to such surrendering holder with respect to the
Boatmen's Shares and on future dividends paid by NationsBank.
A Boatmen's Holder must cross out item (2) in the certification
box of Substitute Form W-9 if such holder has been notified by
the Internal Revenue Service ("IRS") that such holder is cur-
rently subject to backup withholding. The box in Part 3 of the
Substitute Form W-9 should be checked if the surrendering Boat-
men's Holder has not been issued a TIN and has applied for a
TIN or intends to apply for a TIN in the near future. If the
box in Part 3 is checked and the Exchange Agent is not provided
with a TIN within 60 days thereafter, NationsBank will withhold
31% of all such payments and dividends until a TIN is provided
to the Exchange Agent. Foreign investors should consult their
tax advisors regarding the need to complete IRS Form W-8 and
any other forms that may be required.
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12. Lost, Stolen, or Destroyed Certificates. You cannot
submit an effective Election Form and Letter of Transmittal
without attaching your Boatmen's Certificates to this Election
Form and Letter of Transmittal. If your Boatmen's Certifi-
cate(s) has (have) been lost, stolen or destroyed, you are
urged to call the Exchange Agent toll-free at 888-261-6793
immediately to receive instructions as to the steps you must
take in order to effect an exchange of your Boatmen's Shares.
13. Elections, Certificates and Share Allocations. Each
Boatmen's Holder is entitled to make a Cash Election, a Stock
Election or a Mixed Election, provided the Election Form and
Letter of Transmittal for any holder making a Cash Election or
a Mixed Election is properly completed and received by the
Exchange Agent prior to the Election Deadline of January 2,
1997. All Boatmen's Holders must complete Box A in order to
receive the Merger Consideration. To properly complete Box A,
the number of each Boatmen's Certificate surrendered herewith
must be written in the column under the heading "Certificate
Number." In the event such holder is making a Cash Election,
the box immediately to the left of the words "Cash Election"
must be checked, the number of Boatmen's Shares represented by
each Boatmen's Certificate surrendered herewith should be writ-
ten into the column under the heading "Shares to Receive Cash
Consideration" beside each certificate number, and the column
under the heading "Shares to Receive Stock Consideration"
should be left blank. In the event such holder is making a
Stock Election, the box immediately to the left of the words
"Stock Election" may be checked (although all Election Form and
Letter of Transmittals that are improperly completed or that do
not specify an election will be deemed to have specified a
Stock Election), the number of Boatmen's Shares represented by
each Boatmen's Certificate surrendered herewith should be writ-
ten into the column under the heading "Shares to Receive Stock
Consideration" beside each certificate number, and the column
under the heading "Shares to Receive Cash Consideration" should
be left blank. In the event such holder is making a Mixed
Election, the box immediately to the left of the words "Mixed
Election" should be checked and such holder should allocate his
or her shares represented by such holder's Boatmen's Certifi-
cates between the columns marked "Shares to Receive Stock Con-
sideration" and "Shares to Receive Cash Consideration" accord-
ing to such holder's preferences. Boatmen's Holders should see
"Important Tax Information" below for important tax consequenc-
es of various elections.
14. Miscellaneous. Neither NationsBank nor the Exchange
Agent is under any duty to give notification of defects in any
Election Form and Letter of Transmittal. NationsBank and the
Exchange Agent shall not incur any liability for failure to
-14-<PAGE>
give such notification, and each of NationsBank and the Ex-
change Agent has the absolute right to reject any and all Elec-
tion Form and Letter of Transmittals not in proper form or to
waive any irregularities in any Election Form and Letter of
Transmittal.
15. Information and Additional Copies. Information and
additional copies of this Election Form and Letter of Transmit-
tal may be obtained by telephoning toll-free 888-261-6793.
IMPORTANT TAX INFORMATION
Withholding. Under the federal income tax law, the Ex-
change Agent is required to file a report with the IRS dis-
closing any payments of cash being made to each holder of Boat-
men's Certificates pursuant to the Merger Agreement and to im-
pose 31% backup withholding if required. If the correct certi-
fications on Substitute Form W-9 are not provided, a $50
penalty may be imposed by the IRS and payments made for Boat-
men's Shares may be subject to backup withholding of 31%.
Withholding is also required if the IRS notifies the recipient
that they are subject to backup withholding as a result of a
failure to report interest and dividends.
In order to avoid backup withholding of federal income tax
resulting from a failure to provide a correct certification, a
United States (U.S.) citizen or resident or other U.S. entity
must, unless an exemption applies, provide the Exchange Agent
with his correct TIN on Substitute Form W-9 as set forth on
this Election Form and Letter of Transmittal. Such person must
certify under penalties of perjury that such number is correct
and that such holder is not otherwise subject to backup with-
holding. The TIN that must be provided is that of the regis-
tered holder of the Boatmen's Certificate(s) or of the last
transferee appearing on the transfers attached to or endorsed
on the Boatmen's Certificate(s) (or, if a check is made payable
to another person as provided in the box entitled "Special Is-
suance and Payment Instructions," then the TIN of such person).
Foreign investors should consult their tax advisors regarding
the need to complete IRS Form W-8 and any other forms that may
be required.
Backup withholding is not an additional federal income
tax. Rather, the federal income tax liability of a person sub-
ject to backup withholding will be reduced by the amount of tax
withheld. If backup withholding results in an overpayment of
taxes, a refund may be obtained from the IRS.
Please read the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for addi-
tional important information on how to complete the Substitute
Form W-9.
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Elections. Boatmen's Holders making a Stock Election will
not recognize gain or loss on the receipt of the Stock Consid-
eration. Boatmen's Holders making a Cash Election will be
treated as having sold their Boatmen's Shares and normal recog-
nition and gain treatment will apply. Boatmen's Holder's mak-
ing a Mixed Election will recognize gain, but not loss, in the
transaction in an amount equal to the lesser of (i) the excess,
if any, of the value of the sum of such holder's Cash Consider-
ation and Stock Consideration (valued as of the Effective Time)
over such holder's basis in the surrendered Boatmen's Shares
and (ii) the amount of the Cash Consideration. Provided the
exchange does not have the effect of the distribution of a div-
idend, the gain recognized in the transaction will be charac-
terized as a capital gain if the surrendered Boatmen's Shares
were a capital asset in the hands of the Boatmen's Holder. The
determination of whether a cash payment has the effect of a
dividend will be made in accordance with the provisions and
limitations of Section 302 of the Internal Revenue Code of
1986, as amended (the "Code"), taking into account the stock
ownership attribution rules of Section 318 of the Code. Be-
cause the determination of whether a payment will be treated as
having the effect of the distribution of a dividend will gener-
ally depend upon the facts and circumstances of each Boatmen's
Holder as will the treatment of gains in the event the surren-
dered Boatmen's Shares include shares not held as capital as-
sets, each Boatmen's Holder is strongly advised to consult his
or her tax advisors regarding the tax treatment of Cash Consi-
deration received in the Merger. The tax basis of the Nations-
Bank Shares received in the Merger will be equal to the tax
basis of the Boatmen's Shares surrendered, decreased by the
amount of the Cash Consideration received and increased by the
amount of gain recognized. Provided the Boatmen's Shares were
held as a capital asset at the Effective Time, the holding
period of the NationsBank Shares received will include the
holding period of the Boatmen's Shares surrendered.
The foregoing is a summary of the anticipated federal in-
come tax consequences under the Code and is for general infor-
mation only. It does not include consequences of state, local
or other tax laws or special consequences to particular share-
holders having special situations. Boatmen's Holders should
consult their own tax advisors regarding specific tax conse-
quences of the Merger to them, including the application and
effect of federal, state and local tax laws and tax conse-
quences of subsequent sales of NationsBank Shares.
PLEASE SEE REAR COVER HEREOF.
-16-<PAGE>
PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
SUBSTITUTE
FORM W-9
(See Instruction 11)
Please Fill in Your
Name and Address Below
_________________________
Name (if joint ownership, list first and circle the name
of the person or entity whose number is entered in Part 1)
Address (number and street)
City, State and Zip Code
Department of the Treasury
Internal Revenue Service
Payer's Request for Taxpayer
Identification Number (TIN)
Part 1 -- PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER
IN THE BOX AT RIGHT AND CERTIFY BY SIGNING
AND DATING BELOW. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9" for instructions.
CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be
issued to me), and
(2) I am not subject to backup withholding because: (a) I am
exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service ("IRS") that I am
subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above
if you have been notified by the IRS that you are subject to
backup withholding because of under-reporting interest or
dividends on your tax return. However, if after being notified
by the IRS that you are subject to backup withholding you
received another notification from the IRS stating that you are
no longer subject to backup withholding, do not cross out item
(2). If you are exempt from backup withholding, check the box
in Part 2 above.
Social Security Number(s)
OR _____________________
Employer Identification Number(s)
Part 2 --
Exempt Payees []
Part 3 --
Awaiting TIN []
SIGNATURE _________________
DATE ______________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS ELECTION FORM AND
LETTER OF TRANSMITTAL, INCLUDING THE SUBSTITUTE FORM
W-9, MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY
PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE
REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9" FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me, and either (a)
I have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future.
I understand that if I do not provide a taxpayer identification
number within 60 days, 31% of all reportable payments made to
me thereafter will be withheld until I provide such number.
___________________________ ____________________
Signature Date
-17-
