Pricing Supplement No.164 Dated February 14, 1997 Rule 424(b)(2)
(To Prospectus dated July 12, 1996 and File number: 333-7229
Prospectus Supplement dated November 8, 1996)
NationsBank Corporation
Senior Medium-Term Notes, Series F
Due Nine Months or More From Date of Issue
Principal Amount: $100,000,000
Issue Price: 100.00000% $100,000,000
Commission or Discount: 0.36000% $ 360,000
Proceeds to Company: 99.64000% $ 99,640,000
Agent: NationsBanc Capital Markets, Inc., as Agent
Original Issue Date: February 18, 1997
Stated Maturity Date: February 18, 2002
Cusip #: 63858R-EK-3
Form: Book-entry only
Interest Rate: Floating (see below)
Day Count: 30/360
Base Rate: 3.25%
Index Maturity: Not Applicable
Spread: See below
Initial Interest Rate: See below
Interest Reset Period: Semi-annually
Interest Determination Date: Seventh Business Day preceding the Interest
Payment Date
Interest Payment Dates: 18th of February and August, commencing August
18, 1997 and ending on February 18, 2002, using
the following Business Day convention with no
adjustments to period end dates
Calculation Agent: The Bank of New York
May the Notes be redeemed by the Company prior to maturity? No
May the Notes be repaid prior to maturity at the option of the holder? No
Discount Note? No
Interest:
For each Interest Payment Period, interest payable on the Notes will be
adjusted for changes in the level of inflation at specified dates associated
with such Interest Payment Period. The index for measuring the inflation rate
at such specified dates for purposes of calculating the interest payable on
the Notes will be the non-seasonally adjusted U.S. City Average All Items
Consumer Price Index for All Urban Consumers ("CPI" or "CPI-U") published
monthly by the Bureau of Labor Statistics of the U.S. Department of Labor (the
"BLS"). The actual amount received on any Interest Payment Date will depend on
the difference between the Reference CPI (as defined below) for the current
Interest Payment Period and the Reference CPI for the prior Interest
Payment Period. In accordance with the formula below, the per annum rate of
interest payable on the Notes on an Interest Payment Date will exceed 3.25% if
the Reference CPI for that Interest Payment Date has increased relative to the
Reference CPI for the immediately preceding Interest Payment Date. The per
annum rate of interest payable on the Notes on an Interest Payment Date will
be less than 3.25% if the Reference CPI for that Interest Payment Date
decreased relative to the reference CPI for the immediately preceding Interest
Payment Date, but will not be less than 0%. If the Reference CPI for the
relevant Interest Payment Date has remained the same relative to the Reference
CPI for the immediately preceding Interest Payment Date, the per annum rate of
interest payable on the Notes for that Interest Payment Date will be 3.25%.
The CPI is a measure of the average change in consumer prices over time
in a fixed market basket of goods and services, including food, clothing,
shelter, fuels, transportation, charges for doctors' and dentists' services,
and drugs. In calculating the index, price changes for the various items are
averaged together with weights that represent their importance in the spending
of urban households in the United States. The contents of the market basket
of goods and services and the weights assigned to the various items are
updated periodically to take into account changes in consumer expenditure
patterns.
The CPI is expressed in relative terms in relation to a time base
reference period for which the level is set at 100.0. For example, if the CPI
for the 1982-84 reference period is 100.0, an increase of 16.5 percent from
that period would be shown as 116.5. The base reference period for the Notes
will be the 1982- 1984 average equal to 100.0.
For any given Interest Payment Period, the interest payable on the Notes
will be calculated in accordance with the following formula but, in no event,
shall it be less than zero:
180 Reference CPIn
Principal x [(3.25% x ----------)+(---------------- -1)]
360 Reference CPIn-1
"Reference CPI" for the first day of any calendar month is the CPI for
the third preceding calendar month, as reported by BLS in the second preceding
calendar month. For example, the Reference CPI applicable to April 1 in any
year is the CPI for January, which is reported in February.
"Reference CPIn" shall mean the sum of (i) the Reference CPI applicable
to the Interest Payment Month (as defined below) and (ii) the product of (A)
the difference between the Reference CPI applicable to the month immediately
following the Interest Payment Month and the Reference CPI applicable to the
Interest Payment Month and (B) the ratio of the actual number of days in the
Calculation Period (as defined below) to the actual number of days in the
Interest Payment Month.
"Reference CPIn-1" shall mean the Reference CPIn applicable to the
immediately preceding Interest Payment Period.
"Calculation Period" for purposes of determining Reference CPIn and
Reference CPIn-1 , shall mean the period commencing with the first day of the
Interest Payment Month and ending with but not including the Interest Reset
Date.
"Interest Payment Month" shall mean the month in which the applicable
Interest Payment Date falls.
In connection with the above calculation, intermediate calculations will
be truncated to six decimal places and rounded to five decimal places.
The following is a hypothetical example of the interest calculation for
the Notes for a given Interest Payment Period using hypothetical CPI-U data
and the indicative spread of 325 basis points:
Settlement Date: February 18, 1997
First Coupon Date: August 18, 1997
Spread over CPI-U: 325 basis points
Principal: $100,000,000
CPI-U Nov-96 Dec-96 May-97 Jun-97
(hypothetical) 158.690 158.693 160.807 161.246
Reference CPIn-1 = Reference CPI2/14/97
= CPI-UNov+(CPI-UDec-CPI-UNov)*(Feb 18-Feb 1)/(actual # of days in Feb))
= 158.690 + (158.693-158.690)*17/28
= 158.69182
Reference CPIn = Reference CPI8/18/97
= CPI-UMay + (CPI-UJun-CPI-UMay)*((Aug 18- Aug1)/(actual # of days in
Aug))
= 160.807 + (161.246 - 160.807)*17/31
= 161.04774
CPI Component = (161.04774/158.69182)-1
= 1.48459%
Base Rate = 3.25%
First Coupon = $100,000,000 [(3.25%)(180/360) + (1.48459%)]
(hypothetical) = $100,000,000 [3.10959%]
= $3,109,590.00
First Coupon per $1,000 = $31.0959
(hypothetical)
THE FOREGOING EXAMPLE IS ILLUSTRATIVE ONLY. NO REPRESENTATION IS MADE AS
TO WHAT THE FIRST INTEREST PAYMENT, OR ANY INTEREST PAYMENT, ON THE NOTES WILL
BE.
Index Contingencies:
If a previously reported CPI is revised, the previously reported CPI will
continue to be used in calculating the interest payments on the Notes.
If the CPI is rebased to a different year and 1982-84 CPI is no longer
used, the base reference period for the Notes will continue to be the 1982-84
reference period as long as that CPI continues to be published. If such CPI
is no longer published, and the discontinuation of publication occurs before
the maturity date of the U.S. Treasury 10-Year Inflation-Indexed Notes, Series
A-2007 dated, 3 3/8%, CUSIP Number 9128272M3 (the "Inflation- Linked
Treasuries"), the base reference period will be that used for the Inflation-
Linked Treasuries.
If the monthly CPI required for interest calculation is not available by
the interest determination date, the Reference CPI for such month shall be
based on the previous twelve-month change in the CPI available. For example,
if the CPI for the month M is not available, the formula for calculating the
index number to be used is:
Ref CPIM = CPIM-1 x [CPIM-1/CPIM-13]1/12
If, while the Notes are outstanding, the CPI is discontinued, or
substantially altered before the maturity date of the Inflation-Linked
Treasuries, the applicable substitute index for the Notes will be that chosen
by the Secretary of Treasury for the Inflation-Linked Treasuries as described
in the 6Z Federal Register 846-874 (January 6, 1997), or, if the Secretary of
Treasury has failed to substitute an appropriate alternative index for the CPI
in such circumstances, as of an Interest Determination Date preceding an
Interest Payment Date, then the CPI Component for such Interest Payment Date
shall be the CPI Component determined with respect to the Interest Payment
Date preceding such Interest Payment Date.
INVESTMENT CONSIDERATIONS
Interest Variability
An investment in the Notes involves factors not associated with an
investment in a fixed interest security. Such factors may include, without
limitation, the possibility that the inflation index may be subject to
significant changes, that changes in the index may or may not correlate to
changes in interest rates generally or with changes in other indices, that the
resulting interest may be greater or less than that payable on other
securities of similar maturities, and that, in the event of sustained
deflation, the amount of the semi-annual interest payments may decrease. The
interest calculation for the Notes incorporates a three-month lag period on
the CPI which may have an impact on the trading prices of the Notes,
particularly during periods of significant, rapid changes in the CPI.
Holders of Notes will receive interest payments that will be affected by
changes in the CPI. Such changes may be significant. Changes in the CPI are a
function of the changes in consumer prices over time which result from the
interaction of many factors over which the Issuer has no control.
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE
DEFINED IN THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS SHALL HAVE THE MEANINGS
ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
