Registration No. 333- ________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
NATIONSBANK CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NORTH CAROLINA 56-0906609
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
NATIONSBANK CORPORATE CENTER 28255
100 NORTH TRYON STREET (Zip Code)
CHARLOTTE, NORTH CAROLINA
(Address of Principal Executive Offices)
-----------------------------
NATIONSBANK CORPORATION 1996 ASSOCIATES
STOCK OPTION AWARD PLAN
(Full Title of the Plan)
------------------------------
PAUL J. POLKING, ESQ.
GENERAL COUNSEL
NATIONSBANK CORPORATION
NATIONSBANK CORPORATE CENTER
100 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28255
(Name and Address of Agent for Service)
(704) 386-5000
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (1) PRICE(1) FEE
<S> <C> <C> <C> <C>
COMMON STOCK 4,000,000 SHARES $106.0625 $424,250,000 $128,561
</TABLE>
(1) DETERMINED ON THE BASIS OF THE AVERAGE OF THE HIGH AND LOW PRICES OF THE
COMMON STOCK REPORTED ON THE NEW YORK STOCK EXCHANGE COMPOSITE
TRANSACTIONS LIST ON JANUARY 27, 1997 IN ACCORDANCE WITH RULE 457(C)
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE PURSUANT TO
RULE 457(H) UNDER THE SECURITIES ACT.
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E to Form S-8 under the Securities Act
of 1933, as amended, with respect to the registration of additional securities
of the same class as securities for which a Registration Statement on Form S-8
relating to the same employee benefit plan is effective, the Registrant hereby
incorporates by this reference herein the contents of its earlier Registration
Statement on Form S-8 (Registration No. 333-07105) and hereby deems such
contents to be a part hereof, except as otherwise updated or modified by this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been heretofore filed by the
Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 and Current
Reports on Form 8-K filed January 12, 1996, February 1, 1996, March 8, 1996,
April 17, 1996, May 16, 1996, July 5, 1996, July 31, 1996, September 6, 1996 (as
amended by Form 8-K/A-1 filed September 11, 1996 and by Form 8-K/A-2 filed
November 13, 1996), September 20, 1996 (as amended by Form 8-K/A-1 filed
September 23, 1996), October 25, 1996, November 14, 1996, December 4, 1996, two
reports filed December 17, 1996 and January 16, 1997; and
(c) The description of the Registrant's Common Stock contained
in its registration statement filed pursuant to Section 12 of the Exchange Act,
and any amendment or report filed for the purpose of updating such description,
including the Registrant's Current Report on Form 8-K filed January 16, 1997.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effectiveness of this Registration Statement and prior to the filing of a
post-effective amendment hereto that either indicates that all securities
offered hereby have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
II-1
<PAGE>
The Registrant will provide without charge to each person to whom a
Prospectus constituting a part of this Registration Statement is delivered, on
the written or oral request of any such person, a copy of any or all of the
documents incorporated herein by reference (other than exhibits to such
documents which are not specifically incorporated by reference in such
documents). Written requests for such copies should be directed to Charles J.
Cooley, Principal Corporate Personnel Officer, NationsBank Corporation,
NationsBank Corporate Center, 100 North Tryon Street, Charlotte, North Carolina
28255. Telephone requests may be directed to (704) 386-5000.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference in
this Registration Statement.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
5.1 Opinion of Charles M. Berger, Esq., Associate General
Counsel of the Registrant, as to the legality of the securities
being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Charles M. Berger, Esq., Associate General
Counsel of the Registrant (included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolutions.
99.1 Amendment to NationsBank Corporation 1996 Associates Stock Option
Award Plan.
II-2
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on January 31,
1997.
NATIONSBANK CORPORATION
By: *
-----------------------
Hugh L. McColl, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
*
- -------------------------- Chief Executive Officer and Director January 31, 1997
Hugh L. McColl, Jr. (Principal Executive Officer)
*
- -------------------------- Vice Chairman and January 31, 1997
James H. Hance, Jr. Chief Financial Officer
(Principal Financial Officer)
* Executive Vice President and January 31, 1997
- -------------------------- Chief Accounting Officer
Marc D. Oken (Principal Accounting Officer)
* Chairman of the Board January 31, 1997
- -------------------------- and Director
Andrew B. Craig, III
*
- -------------------------- Director January 31, 1997
Ronald W. Allen
*
- -------------------------- Director January 31, 1997
Ray C. Anderson
*
- ----------------------- Director January 31, 1997
William M. Barnhardt
II-3
<PAGE>
*
- -------------------------- Director January 31, 1997
B. A. Bridgewater, Jr.
*
- -------------------------- Director January 31, 1997
Thomas E. Capps
*
- -------------------------- Director January 31, 1997
Charles W. Coker
*
- -------------------------- Director January 31, 1997
Thomas G. Cousins
*
- -------------------------- Director January 31, 1997
Alan T. Dickson
*
- -------------------------- Director January 31, 1997
W. Frank Dowd, Jr.
*
- -------------------------- Director January 31, 1997
Paul Fulton
*
- -------------------------- Director January 31, 1997
Timothy L. Guzzle
*
- -------------------------- Director January 31, 1997
C. Ray Holman
*
- -------------------------- Director January 31, 1997
W. W. Johnson
*
- -------------------------- Director January 31, 1997
Russell W. Meyer, Jr.
*
- -------------------------- Director January 31, 1997
John J. Murphy
*
- -------------------------- Director January 31, 1997
Richard B. Priory
II-4
<PAGE>
*
- -------------------------- Director January 31, 1997
John C. Slane
*
- -------------------------- Director January 31, 1997
O. Temple Sloan, Jr.
*
- -------------------------- Director January 31, 1997
John W. Snow
*
- -------------------------- Director January 31, 1997
Meredith R. Spangler
*
- -------------------------- Director January 31, 1997
Robert H. Spilman
*
- -------------------------- Director January 31, 1997
Albert E. Suter
*
- -------------------------- Director January 31, 1997
Ronald Townsend
*
- -------------------------- Director January 31, 1997
E. Craig Wall, Jr.
*
- -------------------------- Director January 31, 1997
Jackie M. Ward
*
- -------------------------- Director January 31, 1997
Virgil R. Williams
</TABLE>
*By: /s/ Charles M. Berger
___________________________
Charles M. Berger
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
5.1 Opinion of Charles M. Berger, Esq., Associate General Counsel
of the Registrant, as to the legality of the securities being
registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Charles M. Berger, Esq., Associate General Counsel
of the Registrant (included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolutions.
99.1 Amendment to NationsBank Corporation 1996 Associates Stock Option
Award Plan.
NationsBank Corporation
Legal Department
NationsBank Corporate Center
NC1-007-20-01
Charlotte, NC 28255
NATIONSBANK EXHIBIT 5.1
January 31, 1997
Board of Directors
NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of 1933,
as amended, of 4,000,000 shares (the "Shares") of the common stock of
NationsBank Corporation to be issued pursuant to the terms of the NationsBank
Corporation 1996 Associates Stock Option Award Plan (the "Plan"), I have
examined such corporate records and other documents, and have reviewed such
matters of law as I have deemed necessary or appropriate for this opinion. Based
on such examination and review, it is my opinion that the Shares have been duly
and validly authorized and, when issued and paid for in accordance with and upon
the terms and conditions of the Plan, will be validly issued, fully paid and
nonassessable.
I consent to being named in the Registration Statement on Form S-8 covering the
Shares as the attorney who passed upon the legality of the Shares, and to the
filing of a copy of this opinion as an exhibit to such Registration Statement on
Form S-8.
Very truly yours,
/s/Charles M. Berger
Charles M. Berger
Associate General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of NationsBank Corporation of our report dated January 12,
1996, which appears on page 46 of NationsBank Corporation's 1995 Annual Report
to Shareholders, which is incorporated by reference in NationsBank Corporation's
Annual Report on Form 10-K for the year ended December 31, 1995.
/s/Price Waterhouse LLP
PRICE WATERHOUSE LLP
Charlotte, North Carolina
January 31, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of NationsBank
Corporation, and the several undersigned Officers and Directors thereof whose
signatures appear below, hereby makes, constitutes and appoints James W. Kiser
and Charles M. Berger, and each of them acting individually, its, his and her
true and lawful attorneys with power to act without any other and with full
power of substitution, to execute, deliver and file in its, his and her name and
on its, his and her behalf, and in each of the undersigned Officer's and
Director's capacity or capacities as shown below, (a) one or more Registration
Statements of NationsBank Corporation on Form S-8 relating to the issuance of up
to 25,000,000 shares of the Common Stock of NationsBank Corporation pursuant to
the NationsBank Corporation 1996 Associates Stock Option Award Plan and any and
all documents in support thereof or supplemental thereto and any and all
amendments, including any and all post-effective amendments, to the foregoing
(hereinafter called the "Registration Statements"), and (b) such registration
statements, petitions, applications, consents to service of process or other
instruments, any and all documents in support thereof or supplemental thereto,
and any and all amendments or supplements to the foregoing, as may be necessary
or advisable to qualify or register the securities covered by said Registration
Statements under such securities laws, regulations or requirements as may be
applicable; and each of NationsBank Corporation and said Officers and Directors
hereby grants to said attorneys, and to each of them, full power and authority
to do and perform each and every act and thing whatsoever as said attorneys or
attorney may deem necessary or advisable to carry out fully the intent of this
power of attorney to the same extent and with the same effect as NationsBank
Corporation might or could do, and as each of said Officers and Directors might
or could do personally in his or her capacity or capacities as aforesaid, and
each of NationsBank Corporation and said Officers and Directors hereby ratifies
and confirms all acts and things which said attorneys or attorney might do or
cause to be done by virtue of this power of attorney and its, his or her
signature as the same may be signed by said attorneys or attorney, or any of
them, to any or all of the following (and/or any and all amendments and
supplements to any or all thereof): such Registration Statements under the
Securities Act of 1933, as amended, and all such registration statements,
petitions, applications, consents to service of process and other instruments,
and any and all documents in support thereof or supplemental thereto, under such
securities laws, regulations and requirements as may be applicable.
<PAGE>
IN WITNESS WHEREOF, NationsBank Corporation has caused this power of
attorney to be signed on its behalf, and each of the undersigned Officers and
Directors in the capacity or capacities noted has hereunto set his or her hand
as of the date indicated below.
NATIONSBANK CORPORATION
By: /s/ Hugh L. McColl, Jr.
Hugh L. McColl, Jr.
Chief Executive Officer
Dated: January 22, 1997
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ High L. McColl, Jr.
- -------------------------- Chief Executive Officer and Director January 22, 1997
Hugh L. McColl, Jr. (Principal Executive Officer)
/s/ James H. Hance, Jr.
- -------------------------- Vice Chairman and January 22, 1997
James H. Hance, Jr. Chief Financial Officer
(Principal Financial Officer)
/s/ Marc D. Oken Executive Vice President and January 22, 1997
- -------------------------- Chief Accounting Officer
Marc D. Oken (Principal Accounting Officer)
/s/ Andrew B. Craig, III Chairman of the Board January 22, 1997
- -------------------------- and Director
Andrew B. Craig, III
/s/ Ronald W. Allen
- -------------------------- Director January 22, 1997
Ronald W. Allen
/s/ Ray C. Anderson
- -------------------------- Director January 22, 1997
Ray C. Anderson
/s/ William M. Barnhardt
- ----------------------- Director January 22, 1997
William M. Barnhardt
<PAGE>
/s/ B. A. Bridgewater, Jr.
- -------------------------- Director January 22, 1997
B. A. Bridgewater, Jr.
/s/ Thomas E. Capps
- -------------------------- Director January 22, 1997
Thomas E. Capps
/s/ Charles W. Coker
- -------------------------- Director January 22, 1997
Charles W. Coker
/s/ Thomas G. Cousins
- -------------------------- Director January 22, 1997
Thomas G. Cousins
/s/ Alan T. Dickson
- -------------------------- Director January 22, 1997
Alan T. Dickson
/s/ W. Frank Dowd, Jr.
- -------------------------- Director January 22, 1997
W. Frank Dowd, Jr.
/s/ Paul Fulton
- -------------------------- Director January 22, 1997
Paul Fulton
/s/ Timothy L. Guzzle
- -------------------------- Director January 22, 1997
Timothy L. Guzzle
/s/ C. Ray Holman
- -------------------------- Director January 22, 1997
C. Ray Holman
/s/ W. W. Johnson
- -------------------------- Director January 22, 1997
W. W. Johnson
/s/ Russell W. Meyer, Jr.
- -------------------------- Director January 22, 1997
Russell W. Meyer, Jr.
/s/ John J. Murphy
- -------------------------- Director January 22, 1997
John J. Murphy
<PAGE>
/s/ Richard B. Priory
- -------------------------- Director January 22, 1997
Richard B. Priory
/s/ John C. Slane
- -------------------------- Director January 22, 1997
John C. Slane
/s/ O. Temple Sloan, Jr.
- -------------------------- Director January 22, 1997
O. Temple Sloan, Jr.
/s/ John W. Snow
- -------------------------- Director January 22, 1997
John W. Snow
/s/ Meredith R. Spangler
- -------------------------- Director January 22, 1997
Meredith R. Spangler
/s/ Robert H. Spilman
- -------------------------- Director January 22, 1997
Robert H. Spilman
/s/ Albert E. Suter
- -------------------------- Director January 22, 1997
Albert E. Suter
/s/ Ronald Townsend
- -------------------------- Director January 22, 1997
Ronald Townsend
/s/ E. Craig Wall, Jr.
- -------------------------- Director January 22, 1997
E. Craig Wall, Jr.
/s/ Jackie M. Ward
- -------------------------- Director January 22, 1997
Jackie M. Ward
/s/ Virgil R. Williams
- -------------------------- Director January 22, 1997
Virgil R. Williams
</TABLE>
<PAGE>
CERTIFICATE OF SECRETARY
I, ALLISON L. GILLIAM, Assistant Secretary of NationsBank Corporation,
a corporation duly organized and existing under the laws of the State of North
Carolina, hereby certify that attached hereto as Attachment A is a true and
correct copy of resolutions duly adopted by a majority of the entire Board of
Directors of said corporation at a meeting of said Board of Directors held
December 17, 1996, at which meeting a quorum was present and acted throughout
and that said resolutions are in full force and effect and have not been amended
or rescinded as of the date hereof.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal
of said corporation this 30th day of January, 1997.
(CORPORATE SEAL)
/s/ Allison L. Gilliam
-----------------------
Allison L. Gilliam
Assistant Secretary
<PAGE>
ATTACHMENT A
PREAMBLES AND RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF NATIONSBANK
CORPORATION AT ITS MEETING ON TUESDAY, DECEMBER 17, 1996 WITH RESPECT TO THE
1996 ASSOCIATES STOCK OPTION AWARD PLAN
WHEREAS, the Corporation sponsors the NationsBank Corporation 1996
Associates Stock Option Award Plan (the "Plan"); and
WHEREAS, the Corporation has entered into an Agreement and Plan of
Merger with Boatmen's Bancshares, Inc.; and
WHEREAS, in the opinion of the members of the Board of Directors, it is
desirable and in the best interests of the Corporation that the Plan be amended
in connection with the Boatmen's transaction, if the Boatmen's transaction is
consummated, to (i) provide for a special grant under the Plan to Boatmen's
associates as of the effective date of the merger and (ii) in connection with
such special grant, reserve an additional 5,000,000 shares of common stock of
the Corporation for awards under the Plan; and
WHEREAS, the Compensation Committee of the Board of Directors has
recommended to the Board of Directors such amendment in the form attached hereto
as Exhibit A;
NOW, THEREFORE, BE IT RESOLVED, that the amendment to the NationsBank
Corporation 1996 Associates Stock Option Award Plan in the form attached hereto
as Exhibit A be, and the same hereby is, authorized, adopted and approved; and
FURTHER RESOLVED, that the Principal Corporate Personnel Officer of the
Corporation be, and he hereby is, authorized and directed to execute on behalf
of the Corporation the amendment to the Plan attached hereto as Exhibit A; and
FURTHER RESOLVED, that, if the Boatmen's transaction is consummated, an
additional 5.0 million shares of common stock of the Corporation (the "Shares")
be, and they hereby are, set aside, reserved and authorized for issuance
pursuant to the terms of the Plan, as amended, for a total of 25.0 million
shares of common stock of the Corporation reserved for issuance under the Plan;
and
FURTHER RESOLVED, that the appropriate officers and directors of the
Corporation be, and each of them hereby is, authorized, in the name and on
behalf of the Corporation, to prepare, execute and file, or cause to be prepared
and filed, with the Securities and Exchange Commission (the "Commission") a
registration statement on Form S-8, and any subsequent registration statements
on Form S-8 relating to the Plan, under the Securities Act of 1933, as amended
(collectively, the "Registration Statements"), for the registration of the
Shares for issuance pursuant to the terms of the Plan with full power and
authority to make such changes or additions thereto as any of them may approve,
such approval to be conclusively evidenced by the filing thereof, and to
prepare, execute and cause to be filed any amendments to such Registration
Statements (including, without limitation, post-effective amendments), together
with all documents required as exhibits to such Registration Statements or any
amendments or supplements thereto, and all certificates, letters, instruments,
applications and any other documents which may be required to be filed with the
Commission with respect to the registration of the Shares and
<PAGE>
to take any and all action with respect to any of the foregoing as they, in
their discretion, shall deem necessary or advisable, with the taking of such
action conclusively establishing the validity thereof; and
FURTHER RESOLVED, that James W. Kiser and Charles M. Berger be, and
each of them with full power to act without the other hereby is, authorized and
empowered to sign the aforesaid Registration Statements and any amendment or
amendments thereto (including any post-effective amendments) on behalf of and as
attorneys for the Corporation and on behalf of and as attorneys for any of the
following: the Chief Executive Officer, the Principal Financial Officer, the
Principal Accounting Officer and any other officer of the Corporation; and
FURTHER RESOLVED, that Paul J. Polking, Esq. be, and he hereby is,
designated and appointed as the agent for service in all matters relating to
the Registration Statements; and
FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized and directed to take, or cause to be
taken, any and all action necessary to effect the listing of the Shares on the
New York Stock Exchange (the "NYSE"), the Pacific Stock Exchange (the "PSE") and
the London Stock Exchange ("LSE"), including, without limitation, the
preparation, execution and filing of all necessary applications, documents,
forms and agreements with the NYSE, PSE and LSE, the payment by the Corporation
of all required filing or application fees to the NYSE, PSE and LSE and the
appearance of any such officer (if requested) before officials of the NYSE, PSE
and LSE; and
FURTHER RESOLVED, that it is desirable and in the best interest of the
Corporation that the Shares be qualified or registered for sale in various
states and certain foreign jurisdictions (if applicable); that the appropriate
officers of the Corporation be, and each of them hereby is, authorized to
determine the states and foreign jurisdictions (if any) in which appropriate
action shall be taken to qualify or register for sale all or such part of such
Shares as said officers may deem advisable; that said officers be, and each of
them hereby is, authorized to perform on behalf of the Corporation any and all
such acts as they may deem necessary or advisable in order to comply with the
applicable laws of any such states or foreign jurisdictions, and in connection
therewith to execute and file all requisite papers and documents, including, but
not limited to, applications, reports, surety bonds, irrevocable consents to and
appointments of attorneys for the purpose of receiving and accepting service of
process and the execution by such officers of any such paper or document or the
doing by them of any act in connection with the foregoing matters shall
conclusively establish their authority therefor from the Corporation and the
approval and ratification by the Corporation of the papers and documents so
executed and the action so taken; and
FURTHER RESOLVED, that the consideration to be received for the Shares
is adequate and, when issued and paid for in accordance with the terms of the
Plan, the Shares shall be deemed to be validly issued, fully paid and
nonassessable and the holders of the Shares shall be subject to no further call
or liability with respect thereto; and
FURTHER RESOLVED, that Chase Mellon Shareholder Services, L.L.C. be,
and it hereby is, appointed Transfer Agent and Registrar for the Shares, and
that Chase Mellon Shareholder Services, L.L.C. be, and it hereby is, vested with
all the power and authority as Transfer Agent and Registrar with respect to the
Shares as it has heretofore been vested with for the shares of common stock of
the Corporation currently issued and outstanding; and
FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized to take all action, to execute, deliver
and file all instruments and documents, to
<PAGE>
enter into all agreements and to do or cause to be done all such acts and things
(including the payment of all necessary fees and expenses), in the name and on
behalf of the Corporation and under its seal or otherwise, as they or any of
them may deem necessary or desirable to carry out the intent and purposes of the
foregoing resolutions; and
FURTHER RESOLVED, that any action authorized by any of the foregoing
resolutions which has been taken prior to the date hereof be, and the same
hereby is, ratified and confirmed in all respects.
<PAGE>
EXHIBIT A
NATIONSBANK CORPORATION
1996 ASSOCIATES STOCK OPTION AWARD PLAN
Instrument of Amendment
THIS INSTRUMENT OF AMENDMENT (the "Instrument") is executed as of the
_____ day of __________________, 1996 by NATIONSBANK CORPORATION, a North
Carolina corporation (the "Corporation").
Statement of Purpose
The Corporation and its subsidiary corporations (collectively, the
"Participating Employers") sponsor the NationsBank Corporation 1996 Associates
Stock Option Award Plan (the "Plan"). The Participating Employers desire to
amend the Plan as set forth herein in connection with the merger of the
Corporation and Boatmen's Bancshares, Inc. pursuant to an Agreement and Plan of
Merger dated August 29, 1996 (the "Merger Agreement"). The amendments set forth
herein have been approved by the Compensation Committee of the Board of
Directors of the Corporation in accordance with the provisions of the Plan.
NOW, THEREFORE, the Plan is hereby amended as follows effective as of
the "Effective Date" of the merger with Boatmen's Bancshares, Inc. as defined in
the Merger Agreement:
1. Paragraph 2 of the Plan is amended to read as follows:
"2. SHARES AVAILABLE FOR OPTIONS:
The aggregate number of shares of the Corporation's Common
Stock (the "Common Stock") which may be issued and sold pursuant to
options granted under the Plan (the "Options") shall not exceed
twenty-five million (25,000,000), subject to adjustment or substitution
as provided in Paragraph 14. Any shares of Common Stock covered by an
Option that lapses, expires, terminates or is canceled shall remain
available for issuance pursuant to Options granted under the Plan."
2. The following Paragraph 20 is added to the end of the Plan:
"20. SPECIAL PROVISIONS REGARDING BOATMEN'S MERGER:
The Corporation and Boatmen's Bancshares, Inc. entered an
Agreement and Plan of Merger dated August 29, 1996 (the "Merger
Agreement"). On the "Effective Date" of the merger as defined in the
Merger Agreement (the "Boatmen's Grant Date"), Options shall be granted
under the Plan subject to the following special terms and provisions:
(a) The persons eligible to receive an Option grant
on the Boatmen's Grant Date shall be those persons who (i) are
employed by Boatmen's Bancshares, Inc. or one of its
subsidiary corporations immediately prior to the Boatmen's
Grant Date, (ii) are "benefits eligible" (as defined in
Paragraph 4(c) hereof) and actively
<PAGE>
employed on the Boatmen's Grant Date and (iii) are employed in
one of the positions set forth in subparagraph (b) below on
the Boatmen's Grant Date (or are determined by the Committee
to be employed in one of the eligible positions in accordance
with the provisions of Paragraph 4(d) hereof) (each a
"Boatmen's Eligible Associate"); provided, however, that any
person who received an option award during 1996 under either
the Boatmen's 1987 Nonqualified Stock Option Plan or the
Boatmen's 1991 Incentive Stock Option Plan, other than a
person who received an award characterized as a "broad-based"
award under such plans, shall not be a Boatmen's Eligible
Associate.
(b) The number of shares of Common Stock to be
covered by the Option granted to a Boatmen's Eligible
Associate on the Boatmen's Grant Date shall be determined as
follows:
Position on the # of Shares Covered
Boatmen's Grant Date By Option
Vice President or above ............... 500
Asst. Vice President .................. 400
Officer below level of Asst.
Vice President .............. 250
Full-time associate who is
not an officer .............. 250
Part-time associate who is
not an officer ............... 100
(c) The option exercise price for each share of
Common Stock covered by an Option granted on the Boatmen's
Grant Date shall be the greater of (i) the Closing Price of
the Common Stock on the Boatmen's Grant Date or (ii) the
Closing Price of the Common Stock on the July 1, 1996 Grant
Date.
(d) In the event the Closing Price of the Common
Stock equals or exceeds $100 (subject to adjustment pursuant
to Paragraph 14) for at least ten (10) consecutive trading
days prior to the Boatmen's Grant Date, then each Option
granted on the Boatmen's Grant Date shall be fifty percent
(50%) vested immediately upon grant; and in the event the
Closing Price of the Common Stock equals or exceeds $120
(subject to adjustment pursuant to Paragraph 14) for at least
ten (10) consecutive trading days prior to the Boatmen's Grant
Date, then each Option granted on the Boatmen's Grant Date
shall be one hundred percent (100%) vested immediately upon
grant. Except for the preceding provision, each such Option
shall vest in accordance with the provisions of Paragraph 8.
(e) Notwithstanding the provisions of subparagraph
(d) above, in no event shall an Option granted on the
Boatmen's Grant Date be exercisable prior to April 1, 1997. If
a Boatmen's Eligible Associate terminates employment prior to
April 1, 1997 and the associate's Option is either partially
or fully vested, the ninety (90) day period during which the
associate may exercise the Option (to the extent vested) shall
commence on April 1, 1997.
<PAGE>
(f) The definition of "retirement" under Paragraph
8(g) above with respect to a Boatmen's Eligible Participant is
modified as follows: "vesting service" for such purpose shall
mean "vesting service" as defined under the tax-qualified
defined benefit retirement plan in which the associate
participates.
Except for the foregoing special terms and provisions, Options granted
on the Boatmen's Grant Date shall be subject to the terms and
provisions of the Plan without regard to the provisions of this
Paragraph 20."
3. The amendments to the Plan set forth in paragraphs 1 and 2 hereof
are expressly conditioned on the consummation of the merger in accordance with
the Merger Agreement. In the event such merger is not so consummated, the
amendments set forth herein shall be null and void.
IN WITNESS WHEREOF, the Corporation, on behalf of the Participating
Employers, has caused this Instrument to be executed by its duly authorized
officer as of the day and year first above written.
NATIONSBANK CORPORATION
By:_______________________________
C. J. Cooley, Executive Vice President
"Corporation"
EXHIBIT 99.1
NATIONSBANK CORPORATION
1996 ASSOCIATES STOCK OPTION AWARD PLAN
Instrument of Amendment
THIS INSTRUMENT OF AMENDMENT (the "Instrument") is executed as of the
_____ day of __________________, 1996 by NATIONSBANK CORPORATION, a North
Carolina corporation (the "Corporation").
Statement of Purpose
The Corporation and its subsidiary corporations (collectively, the
"Participating Employers") sponsor the NationsBank Corporation 1996 Associates
Stock Option Award Plan (the "Plan"). The Participating Employers desire to
amend the Plan as set forth herein in connection with the merger of the
Corporation and Boatmen's Bancshares, Inc. pursuant to an Agreement and Plan of
Merger dated August 29, 1996 (the "Merger Agreement"). The amendments set forth
herein have been approved by the Compensation Committee of the Board of
Directors of the Corporation in accordance with the provisions of the Plan.
NOW, THEREFORE, the Plan is hereby amended as follows effective as of
the "Effective Date" of the merger with Boatmen's Bancshares, Inc. as defined in
the Merger Agreement:
1. Paragraph 2 of the Plan is amended to read as follows:
"2. SHARES AVAILABLE FOR OPTIONS:
The aggregate number of shares of the Corporation's Common
Stock (the "Common Stock") which may be issued and sold pursuant to
options granted under the Plan (the "Options") shall not exceed
twenty-five million (25,000,000), subject to adjustment or substitution
as provided in Paragraph 14. Any shares of Common Stock covered by an
Option that lapses, expires, terminates or is canceled shall remain
available for issuance pursuant to Options granted under the Plan."
2. The following Paragraph 20 is added to the end of the Plan:
"20. SPECIAL PROVISIONS REGARDING BOATMEN'S MERGER:
The Corporation and Boatmen's Bancshares, Inc. entered an
Agreement and Plan of Merger dated August 29, 1996 (the "Merger
Agreement"). On the "Effective Date" of the merger as defined in the
Merger Agreement (the "Boatmen's Grant Date"), Options shall be granted
under the Plan subject to the following special terms and provisions:
(a) The persons eligible to receive an Option grant
on the Boatmen's Grant Date shall be those persons who (i) are
employed by Boatmen's Bancshares, Inc. or one of its
subsidiary corporations immediately prior to the Boatmen's
Grant Date, (ii) are "benefits eligible" (as defined in
Paragraph 4(c) hereof) and actively
<PAGE>
employed on the Boatmen's Grant Date and (iii) are employed in
one of the positions set forth in subparagraph (b) below on
the Boatmen's Grant Date (or are determined by the Committee
to be employed in one of the eligible positions in accordance
with the provisions of Paragraph 4(d) hereof) (each a
"Boatmen's Eligible Associate"); provided, however, that any
person who received an option award during 1996 under either
the Boatmen's 1987 Nonqualified Stock Option Plan or the
Boatmen's 1991 Incentive Stock Option Plan, other than a
person who received an award characterized as a "broad-based"
award under such plans, shall not be a Boatmen's Eligible
Associate.
(b) The number of shares of Common Stock to be
covered by the Option granted to a Boatmen's Eligible
Associate on the Boatmen's Grant Date shall be determined as
follows:
Position on the # of Shares Covered
Boatmen's Grant Date By Option
Vice President or above ........... 500
Asst. Vice President .............. 400
Officer below level of Asst.
Vice President ........... 250
Full-time associate who is
not an officer ........... 250
Part-time associate who is
not an officer ........... 100
(c) The option exercise price for each share of
Common Stock covered by an Option granted on the Boatmen's
Grant Date shall be the greater of (i) the Closing Price of
the Common Stock on the Boatmen's Grant Date or (ii) the
Closing Price of the Common Stock on the July 1, 1996 Grant
Date.
(d) In the event the Closing Price of the Common
Stock equals or exceeds $100 (subject to adjustment pursuant
to Paragraph 14) for at least ten (10) consecutive trading
days prior to the Boatmen's Grant Date, then each Option
granted on the Boatmen's Grant Date shall be fifty percent
(50%) vested immediately upon grant; and in the event the
Closing Price of the Common Stock equals or exceeds $120
(subject to adjustment pursuant to Paragraph 14) for at least
ten (10) consecutive trading days prior to the Boatmen's Grant
Date, then each Option granted on the Boatmen's Grant Date
shall be one hundred percent (100%) vested immediately upon
grant. Except for the preceding provision, each such Option
shall vest in accordance with the provisions of Paragraph 8.
(e) Notwithstanding the provisions of subparagraph
(d) above, in no event shall an Option granted on the
Boatmen's Grant Date be exercisable prior to April 1, 1997. If
a Boatmen's Eligible Associate terminates employment prior to
April 1, 1997 and the associate's Option is either partially
or fully vested, the ninety (90) day period during which the
associate may exercise the Option (to the extent vested) shall
commence on April 1, 1997.
<PAGE>
(f) The definition of "retirement" under Paragraph
8(g) above with respect to a Boatmen's Eligible Participant is
modified as follows: "vesting service" for such purpose shall
mean "vesting service" as defined under the tax-qualified
defined benefit retirement plan in which the associate
participates.
Except for the foregoing special terms and provisions, Options granted
on the Boatmen's Grant Date shall be subject to the terms and
provisions of the Plan without regard to the provisions of this
Paragraph 20."
3. The amendments to the Plan set forth in paragraphs 1 and 2 hereof
are expressly conditioned on the consummation of the merger in accordance with
the Merger Agreement. In the event such merger is not so consummated, the
amendments set forth herein shall be null and void.
IN WITNESS WHEREOF, the Corporation, on behalf of the Participating
Employers, has caused this Instrument to be executed by its duly authorized
officer as of the day and year first above written.
NATIONSBANK CORPORATION
By:_______________________________
C. J. Cooley, Executive Vice President
"Corporation"
