As filed with the Securities and Exchange Commission
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 8-K
CURRANT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 28, 1997
NATIONSBANK CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina
(State or other jurisdiction of incorporation or organization)
1-6523
(Commission File Number)
56-0906609
(IRS Employer Identification No.)
NationsBank Corporate Center
Charlotte, North Carolina
(Address of principal executive offices)
28255
(Zip Code)
(704) 386-5000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On June 28, 1997, NationsBank Corporation, the registrant (the
"Registrant"), entered into an Agreement and Plan of Acquisition (the
"Agreement") by and among Mongomery Securities ("Montgomery"), The Pyramid
Company and the Registrant pursuant to which the Registrant will acquire
Montgomery (the "Acquisition"). Pursuant to the terms of the Agreement, the
Registrant will pay $1.2 billion in the Acquisition, in a combination of 70
percent cash and 30 percent unregistered shares of common stock of the
Registrant. As part of the Agreement, the Registrant will create a $100 million
pool for the long-term retention of key Montgomery non-partner personnel. The
pool will be funded fifty percent by options to purchase shares of common stock
of the Registrant and fifty percent by cash. The Acquisition, which is subject
to regulatory approvals, is expected to close in the fourth quarter of 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Press Release dated June 30, 1997 with respect to the
Registrant's acquisition of Montgomery Securities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONSBANK CORPORATION
By: /s/ CHARLES M. BERGER
Charles M. Berger
Associate General Counsel
Dated: July 9, 1997
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Press Release dated June 30, 1997 with respect to the
Registrant's acquisition of Montgomery Securities.
FOR IMMEDIATE RELEASE EXHIBIT 99.1
June 30, 1997 _ NationsBank Corporation and Montgomery Securities today
announced an agreement under which NationsBank will acquire Montgomery, creating
one of the nation's top full-service investment banking organizations.
NationsBank will pay $1.2 billion in the acquisition in a combination of 70
percent cash and 30 percent stock. The transaction, which is subject to
regulatory approvals, is expected to close in the fourth quarter of 1997.
"The addition of Montgomery to our organization will create enormous value for
our clients," said Ed Brown, president of NationsBank Global Finance. "Our goal
is to be important partners with, and advisors to, our corporate and commercial
clients. Montgomery's proven capabilities and expertise, particularly in equity
distribution and its unique franchise in the growth sectors of the economy are
a critical part of our overall vision for our corporate and commercial finance
business."
Thomas Weisel, chief executive officer of Montgomery, said, "The combination of
our two companies is a great fit and will allow us to reach our goal of
providing one-stop shopping to our clients. Culturally, we are both extremely
performance driven and team oriented. There also is real synergy between our two
businesses. The breadth of the NationsBank corporate client base coupled with
our investment banking, research and advisory capabilities will create a
formidable player in the investment banking arena."
_ MORE _
Page 2
Montgomery will retain significant autonomy and will continue to build on its
success of the past 26 years. Montgomery will become part of NationsBanc Capital
Markets, Inc., the NationsBank section 20 subsidiary; this subsidiary will be
renamed NationsBanc Montgomery Securities, Inc. Weisel will become chairman of
the section 20 subsidiary.
As part of the purchase agreement, NationsBank will create a $100 million pool
for the long-term retention of key Montgomery non-partner personnel. The pool
will be funded 50 percent by stock options and 50 percent by cash.
"This combination makes good sense on several levels," said NationsBank Vice
Chairman and Chief Financial Officer James H. Hance Jr. "We share an interest
and expertise in many of the same industry specialties, such as
telecommunications, financial services, health care and technology.
"Additionally, our businesses are very complementary _ we bring capabilities
such as syndicated lending, structured finance, high grade and risk management
to the table while Montgomery brings equity distribution and research. At the
same time we each have strong capabilities in high yield, fixed-income research,
institutional sales and mergers and acquisitions advisory services which will be
greatly enhanced through the merger."
_ MORE _
Page 3
Montgomery Securities is one of the nation's premier investment banking and
institutional brokerage firms. Dedicated to growth companies, Montgomery
combines focus and specialization in research and investment banking with bulge-
bracket capabilities in global distribution and large-block trading. Montgomery
has offices in San Francisco, New York and Boston.
NationsBanc Capital Markets, Inc. is the fixed-income and investment banking
subsidiary of NationsBank with approximately $534 million in regulatory capital.
It is registered as a broker-dealer with the Securities and Exchange Commission
and is a member of the National Association of Securities Dealers. NationsBanc
Capital Markets, Inc. has more than 800 investment professionals located in
Boston, Charlotte, Chicago, Dallas, Los Angeles and New York. The company is a
full-service provider of fixed-income services to banking clients and investors.
NationsBank has primary retail and commercial banking operations in 16 states
and the District of Columbia. At March 31, 1997, the corporation had total
assets of $239 billion.
# # #
Contact: Virginia Mackin, NationsBank 704 386-7519
Todd Rubenson, NationsBank 704 386-4401
Amanda Duckworth, Montgomery 415 627-3172
Jennifer Smith, Montgomery 415 249-5968
