Registration No. 333- ________
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 Key Employee Stock 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)
___________________
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit (1) Price(1) Fee
- --------------------------------------------------------------------------------
Common Stock 40,000,000 shares $77.53125 $3,101,250,000 $914,869
================================================================================
(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 on June 30, 1998 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.
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 registers additional securities of
the same class as other securities for which a Registration Statement on Form S-
8 relating to the NationsBank Corporation Key Employee Stock Plan is effective.
Accordingly, pursuant to General Instruction E to Form S-8, NationsBank
Corporation (the "Registrant") hereby incorporates by reference herein the
contents of such Registration Statement on Form S-8 (Registration No. 33-60695)
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, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998 and Current Reports on Form 8-K filed January 14, 1998,
January 22, 1998, February 3, 1998, March 13, 1998, March 23, 1998, April 15,
1998, April 16, 1998, April 17, 1998 (amended by Form 8-K/A-1 filed April 24,
1998 and Form 8-K/A-2 filed May 18, 1998), May 6, 1998, and May 13, 1998; 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 22, 1998.
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.
The Registrant will provide without charge to each participant in the
NationsBank Corporation Key Employee Stock Plan, 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 Paul J. Polking, Esq., General Counsel of the
Registrant, as to the legality of the securities being
registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Paul J. Polking, Esq., General Counsel of the
Registrant (included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolution.
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 July 7, 1998.
NATIONSBANK CORPORATION
By: */s/ Hugh L. McColl, Jr.
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.
Signature Title Date
--------- ----- ----
*/s/ Hugh L. McColl, Jr. Chief Executive Officer July 7, 1998
Hugh L. McColl, Jr. and Director
(Principal Executive Officer)
*/s/ James H. Hance, Jr. Vice Chairman, Chief July 7, 1998
James H. Hance, Jr. Financial Officer and
Director
(Principal Financial Officer)
*/s/ Marc D. Oken Executive Vice President and July 7, 1998
Marc D. Oken Chief Accounting Officer
(Principal Accounting Officer)
*/s/ Charles E. Rice Chairman of the Board July 7, 1998
Charles E. Rice and Director
*/s/ Ray C. Anderson Director July 7, 1998
Ray C. Anderson
*/s/ Rita Bornstein Director July 7, 1998
Rita Bornstein
*/s/ B.A. Bridgewater, Jr. Director July 7, 1998
B. A. Bridgewater, Jr.
Director July _, 1998
Thomas E. Capps
Director July _, 1998
Alvin R. Carpenter
Director July _, 1998
Charles W. Coker
*/s/ Thomas G. Cousins Director July 7, 1998
Thomas G. Cousins
*/s/ Andrew B. Craig, III Director July 7, 1998
Andrew B. Craig, III
*/s/ Alan T. Dickson Director July 7, 1998
Alan T. Dickson
*/s/ Paul Fulton Director July 7, 1998
Paul Fulton
*/s/ C. Ray Holman Director July 7, 1998
C. Ray Holman
*/s/ W. W. Johnson Director July 7, 1998
W. W. Johnson
*/s/ Kenneth D. Lewis President and Director July 7, 1998
Kenneth D. Lewis
*/s/ Russell W. Meyer, Jr. Director July 7, 1998
Russell W. Meyer, Jr.
*/s/ Richard B. Priory Director July 7, 1998
Richard B. Priory
*/s/ John C. Slane Director July 7, 1998
John C. Slane
*/s/ O. Temple Sloan, Jr. Director July 7, 1998
O. Temple Sloan, Jr.
*/s/ Meredith R. Spangler Director July 7, 1998
Meredith R. Spangler
*/s/ Albert E. Suter Director July 7, 1998
Albert E. Suter
*/s/ Ronald Townsend Director July 7, 1998
Ronald Townsend
*/s/ Jackie M. Ward Director July 7, 1998
Jackie M. Ward
*/s/ John A. Williams Director July 7, 1998
John A. Williams
*/s/ Virgil R. Williams Director July 7, 1998
Virgil R. Williams
*By: /s / Charles M. Berger
Charles M. Berger
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
5.1 Opinion of Paul J. Polking, Esq., General Counsel of the
Registrant, as to the legality of the securities being
registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Paul J. Polking, Esq., General Counsel of the
Registrant (included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolution.
Paul J. Polking
Executive Vice President and General Counsel
NationsBank Corporation
NationsBank Corporate Center, NC1-007-20-01
Charlotte, NC 28255
Exhibit 5.1
July 7, 1998
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 up to 40,000,000 shares (the "Shares") of the common stock of
NationsBank Corporation (the "Common Stock") to be issued pursuant to the terms
of the NationsBank Corporation Key Employee Stock Plan (the "Plan"), I have
examined such corporate records and other documents, including the Registration
Statement on Form S-8 (the "Registration Statement") and Prospectus relating to
the Shares, and have reviewed such matters of law as I have deemed necessary or
appropriate for this opinion. I have also examined a prior NationsBank
Corporation Registration Statement on Form S-8 (Registration No. 33-60695)
relating to the issuance of up to 28,000,000 shares of Common Stock pursuant to
the Plan. 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 be named in the Registration Statement 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 the Registration Statement.
Very truly yours,
/s/ Paul J. Polking
Paul J. Polking
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 9, 1998, which appears on page
46 of the NationsBank Corporation Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the incorporation by reference of our
report dated April 13, 1998, which appears on page 75 of the NationsBank
Corporation Current Report on Form 8-K filed April 16, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Charlotte, North Carolina
July 7, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of NationsBank Corporation dated July 7, 1998 of our
report dated January 20, 1998, with respect to the consolidated financial
statements of BankAmerica Corporation incorporated by reference in its Annual
Report on Form 10-K for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Francisco, California
July 7, 1998
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
79,500,000 shares of the Common Stock of NationsBank Corporation pursuant to the
NationsBank Corporation Key Employee Stock 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.
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: June 24, 1998
Signature Title Date
--------- ----- ----
/s/ Hugh L. McColl, Jr. Chief Executive Officer and June 24, 1998
Hugh L. McColl, Jr. Director
(Principal Executive Officer)
/s/ James H. Hance, Jr. Vice Chairman, Chief June 24, 1998
James H. Hance, Jr. Financial Officer and Director
(Principal Financial Officer)
/s/ Marc D. Oken Executive Vice President and June 24, 1998
Marc D. Oken Chief Accounting Officer
(Principal Accounting Officer)
/s/ Charles E. Rice Chairman of the Board June 24, 1998
Charles E. Rice and Director
/s/ Ray C. Anderson Director June 24, 1998
Ray C. Anderson
/s/ Rita Bornstein Director June 24, 1998
Rita Bornstein
/s/ B. A. Bridgewater, Jr. Director June 24, 1998
B. A. Bridgewater, Jr.
Director June , 1998
Thomas E. Capps
Director June , 1998
Alvin R. Carpenter
Director June , 1998
Charles W. Coker
/s/ Thomas G. Cousins Director June 24, 1998
Thomas G. Cousins
/s/ Andrew B. Craig, III Director June 24, 1998
Andrew B. Craig, III
/s/ Alan T. Dickson Director June 24, 1998
Alan T. Dickson
/s/ Paul Fulton Director June 24, 1998
Paul Fulton
/s/ C. Ray Holman Director June 24, 1998
C. Ray Holman
/s/ W. W. Johnson Director June 24, 1998
W. W. Johnson
/s/ Kenneth D. Lewis President and Director June 24, 1998
Kenneth D. Lewis
/s/ Russell W. Meyer, Jr. Director June 24, 1998
Russell W. Meyer, Jr.
/s/ Richard B. Priory Director June 24, 1998
Richard B. Priory
/s/ John C. Slane Director June 24, 1998
John C. Slane
/s/ O. Temple Sloan, Jr. Director June 24, 1998
O. Temple Sloan, Jr.
/s/ Meredith R. Spangler Director June 24, 1998
Meredith R. Spangler
/s/ Albert E. Suter Director June 24, 1998
Albert E. Suter
/s/ Ronald Townsend Director June 24, 1998
Ronald Townsend
/s/ Jackie M. Ward Director June 24, 1998
Jackie M. Ward
/s/ John A. Williams Director June 24, 1998
John A. Williams
/s/ Virgil R. Williams Director June 24, 1998
Virgil R. Williams
NationsBank Corporation
Extract of Board of Director Resolutions
June 24, 1998
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 [relating to the NationsBank
Corporation Key Employee Stock Plan] 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.
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, do hereby certify that the foregoing is a true and correct extract 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 on June 24, 1998, at
which meeting a quorum was present and acted throughout and that said resolution
is in full force and effect and has 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 7th day of July, 1998.
(SEAL)
/s/ Allison L Gilliam
Allison L. Gilliam
Assistant Secretary
