<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1998
REGISTRATION NO. 333-60553
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- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NATIONSBANK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
NORTH CAROLINA(1) 6711
(I.R.S. EMPLOYER (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL
IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
</TABLE>
NATIONSBANK CORPORATE CENTER
100 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28255
(704) 386-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
PAUL J. POLKING, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
NATIONSBANK CORPORATION
NATIONSBANK CORPORATE CENTER
100 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28255
(704) 386-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
<TABLE>
<S> <C> <C>
JAMES N. ROETHE, ESQ. EDWARD D. HERLIHY, ESQ. BOYD C. CAMPBELL, JR.
EXECUTIVE VICE PRESIDENT WACHTELL, LIPTON, ROSEN & KATZ SMITH HELMS MULLISS &
AND GENERAL COUNSEL 51 WEST 52ND STREET MOORE, L.L.P.
BANKAMERICA CORPORATION NEW YORK, NEW YORK 10019 201 NORTH TRYON STREET
555 CALIFORNIA STREET CHARLOTTE, NORTH CAROLINA 28202
SAN FRANCISCO, CALIFORNIA 94104
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective. If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed herewith or incorporated herein by
reference.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S> <C>
2.1 -- Agreement and Plan of Reorganization by and between
BankAmerica Corporation and NationsBank Corporation, dated
as of April 10, 1998. (Included as Appendix A to the
accompanying Joint Proxy Statement-Prospectus.)
2.2 -- Plan of Reincorporation Merger by and between NationsBank
Corporation and NationsBank (DE) Corporation, dated as of
August 3, 1998. (Included as Appendix B to the accompanying
Joint Proxy Statement-Prospectus.)
3.1 -- Certificate of Incorporation of the Combined Company,
executed on July 31, 1998. (Included as Appendix H to the
accompanying Joint Proxy Statement-Prospectus.)
3.2 -- By-laws of the Combined Company.
5.1 -- Opinion of Paul J. Polking, Esq., Executive Vice President
and General Counsel of NationsBank Corporation, as to the
validity of the shares of Combined Company Common Stock.
8.1 -- Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax
matters.
10.1 -- Employment Agreement, dated as of April 10, 1998, by and
between NationsBank Corporation and David A. Coulter.
10.2 -- Employment Agreement, dated as of April 10, 1998, by and
between NationsBank Corporation and Michael J. Murray.
10.3 -- Employment Agreement, dated as of April 10, 1998, by and
between NationsBank Corporation and Michael E. O'Neill.
10.4 -- Employment Agreement, dated as of April 10, 1998, by and
between NationsBank Corporation and James H. Hance, Jr.
10.5 -- Employment Agreement, dated as of April 10, 1998, by and
between NationsBank Corporation and Kenneth D. Lewis.
10.6 -- Form of Amended and Restated NationsBank Corporation Key
Employee Stock Plan.
23.1 -- Consent of Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
23.2 -- Consent of Goldman, Sachs & Co.*
23.3 -- Consent of Paul J. Polking, Esq., Executive Vice President
and General Counsel of NationsBank Corporation. (Included in
Exhibit 5.1 to this Registration Statement.)
23.4 -- Consent of Wachtell, Lipton, Rosen & Katz. (Included in
Exhibit 8.1 to this Registration Statement.)
23.5 -- Consent of Ernst & Young LLP.
23.6 -- Consent of PricewaterhouseCoopers LLP.
24.1 -- Power of Attorney and Certified Resolutions.
99.1 -- Stock Option Agreement, dated as of April 10, 1998, by and
between BankAmerica Corporation (as issuer) and NationsBank
Corporation (as grantee). (Included as Appendix C to the
accompanying Joint Proxy Statement-Prospectus.)
99.2 -- Stock Option Agreement, dated as of April 10, 1998, by and
between NationsBank Corporation (as issuer) and BankAmerica
Corporation (as grantee). (Included as Appendix D to the
accompanying Joint Proxy Statement-Prospectus.)
99.3 -- Notice of Special Meeting of Shareholders of NationsBank
Corporation. (Included in the accompanying Joint Proxy
Statement-Prospectus.)
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S> <C>
99.4 -- Chief Executive Officer's Letter to Shareholders of
NationsBank Corporation. (Included in the accompanying Joint
Proxy Statement-Prospectus.)
99.5 -- Notice of Special Meeting of Shareholders of BankAmerica
Corporation. (Included in the accompanying Joint Proxy
Statement-Prospectus.)
99.6 -- Chairman's Letter to Shareholders of BankAmerica
Corporation. (Included in the accompanying Joint Proxy
Statement-Prospectus.)
99.7 -- Form of Proxy for Special Meeting of Shareholders of
NationsBank Corporation.
99.8 -- Form of Proxy for Special Meeting of Shareholders of
BankAmerica Corporation.
99.9 -- Consent of David A. Coulter*
</TABLE>
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*Filed herewith. All other exhibits were previously filed.
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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, this 4th day of August, 1998.
NATIONSBANK CORPORATION
(Registrant)
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 indicated on this 4th day of August, 1998.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
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<C> <S>
* Chief Executive Officer and Director
- --------------------------------------------------- (Principal Executive Officer)
Hugh L. McColl, Jr.
* Director, Vice Chairman and Chief Financial
- --------------------------------------------------- Officer
James H. Hance, Jr. (Principal Financial Officer)
* Executive Vice President and Chief Accounting
- --------------------------------------------------- Officer (Principal Accounting Officer)
Marc D. Oken
* Chairman of the Board and Director
- ---------------------------------------------------
Charles E. Rice
* Director
- ---------------------------------------------------
Ray C. Anderson
* Director
- ---------------------------------------------------
Rita Bornstein
* Director
- ---------------------------------------------------
B.A. Bridgewater, Jr.
Director
- ---------------------------------------------------
Thomas E. Capps
Director
- ---------------------------------------------------
Alvin R. Carpenter
Director
- ---------------------------------------------------
Charles W. Coker
* Director
- ---------------------------------------------------
Thomas G. Cousins
* Director
- ---------------------------------------------------
Andrew B. Craig, III
* Director
- ---------------------------------------------------
Alan T. Dickson
* Director
- ---------------------------------------------------
Paul Fulton
</TABLE>
4
<PAGE> 5
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* Director
- ---------------------------------------------------
C. Ray Holman
* Director
- ---------------------------------------------------
W. W. Johnson
* President and Director
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Kenneth D. Lewis
* Director
- ---------------------------------------------------
Russell W. Meyer, Jr.
* Director
- ---------------------------------------------------
Richard B. Priory
* Director
- ---------------------------------------------------
John C. Slane
* Director
- ---------------------------------------------------
O. Temple Sloan, Jr.
* Director
- ---------------------------------------------------
Meredith R. Spangler
* Director
- ---------------------------------------------------
Albert E. Suter
* Director
- ---------------------------------------------------
Ronald Townsend
* Director
- ---------------------------------------------------
Jackie M. Ward
* Director
- ---------------------------------------------------
John A. Williams
* Director
- ---------------------------------------------------
Virgil R. Williams
* By: /s/ CHARLES M. BERGER
--------------------------------------------
Charles M. Berger, Attorney-in-fact
</TABLE>
5
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S> <C>
2.1 -- Agreement and Plan of Reorganization by and between
BankAmerica Corporation and NationsBank Corporation, dated
as of April 10, 1998. (Included as Appendix A to the
accompanying Joint Proxy Statement-Prospectus.)
2.2 -- Plan of Reincorporation Merger by and between NationsBank
Corporation and NationsBank (DE) Corporation, dated as of
August 3, 1998. (Included as Appendix B to the accompanying
Joint Proxy Statement-Prospectus.)
3.1 -- Certificate of Incorporation of the Combined Company,
executed on July 31, 1998. (Included as Appendix H to the
accompanying Joint Proxy Statement-Prospectus.)
3.2 -- By-laws of the Combined Company.
5.1 -- Opinion of Paul J. Polking, Esq., Executive Vice President
and General Counsel of NationsBank Corporation, as to the
validity of the shares of Combined Company Common Stock.
8.1 -- Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax
matters.
10.1 -- Employment Agreement, dated as of April 10, 1998, by and
between NationsBank Corporation and David A. Coulter.
10.2 -- Employment Agreement, dated as of April 10, 1998, by and
between NationsBank Corporation and Michael J. Murray.
10.3 -- Employment Agreement, dated as of April 10, 1998, by and
between NationsBank Corporation and Michael E. O'Neill.
10.4 -- Employment Agreement, dated as of April 10, 1998, by and
between NationsBank Corporation and James H. Hance, Jr.
10.5 -- Employment Agreement, dated as of April 10, 1998, by and
between NationsBank Corporation and Kenneth D. Lewis.
10.6 -- Form of Amended and Restated NationsBank Corporation Key
Employee Stock Plan.
23.1 -- Consent of Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
23.2 -- Consent of Goldman, Sachs & Co.*
23.3 -- Consent of Paul J. Polking, Esq., Executive Vice President
and General Counsel of NationsBank Corporation. (Included in
Exhibit 5.1 to this Registration Statement.)
23.4 -- Consent of Wachtell, Lipton, Rosen & Katz. (Included in
Exhibit 8.1 to this Registration Statement.)
23.5 -- Consent of Ernst & Young LLP.
23.6 -- Consent of PricewaterhouseCoopers LLP.
24.1 -- Power of Attorney and Certified Resolutions.
99.1 -- Stock Option Agreement, dated as of April 10, 1998, by and
between BankAmerica Corporation (as issuer) and NationsBank
Corporation (as grantee). (Included as Appendix C to the
accompanying Joint Proxy Statement-Prospectus.)
99.2 -- Stock Option Agreement, dated as of April 10, 1998, by and
between NationsBank Corporation (as issuer) and BankAmerica
Corporation (as grantee). (Included as Appendix D to the
accompanying Joint Proxy Statement-Prospectus.)
99.3 -- Notice of Special Meeting of Shareholders of NationsBank
Corporation. (Included in the accompanying Joint Proxy
Statement-Prospectus.)
99.4 -- Chief Executive Officer's Letter to Shareholders of
NationsBank Corporation. (Included in the accompanying Joint
Proxy Statement-Prospectus.)
99.5 -- Notice of Special Meeting of Shareholders of BankAmerica
Corporation. (Included in the accompanying Joint Proxy
Statement-Prospectus.)
99.6 -- Chairman's Letter to Shareholders of BankAmerica
Corporation. (Included in the accompanying Joint Proxy
Statement-Prospectus.)
99.7 -- Form of Proxy for Special Meeting of Shareholders of
NationsBank Corporation.
99.8 -- Form of Proxy for Special Meeting of Shareholders of
BankAmerica Corporation.
99.9 -- Consent of David A. Coulter.*
</TABLE>
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* Filed herewith. All other exhibits were previously filed.
6
<PAGE> 1
EXHIBIT 23.2
August 4, 1998
Board of Directors
BankAmerica Corporation
555 California Street
San Francisco, California 94104
Re: Joint Proxy Statement-Prospectus
Ladies and Gentlemen:
Reference is hereby made to our opinion letter (The "Opinion Letter")
dated August 4, 1998 relating to the fairness, from a financial point of view,
to the holders of the outstanding shares of common stock, par value $1.5625 per
share ("BankAmerica Common Stock"), of BankAmerica Corporation ("BankAmerica")
of the exchange ratio of 1.1316 shares of common stock, without par value, of
NationsBank Corporation ("NationsBank") to be received for each share of
BankAmerica Common Stock pursuant to the merger (The "Merger") contemplated by
the Agreement and Plan of Reorganization dated as of April 10, 1998 by and
between NationsBank and BankAmerica.
The Opinion Letter is for the information and assistance of the Board of
Directors of BankAmerica in connection with its consideration of the Merger and
is not to be used, circulated, quoted or otherwise referred to for any other
purpose, nor is it to be filed with, included in or referred to in whole or in
part in any registration statement, proxy statement or any other documents,
except in accordance with our prior written consent.
In that regard we hereby consent to the reference to the Opinion Letter
under the captions "SUMMARY--Opinions of Financial Advisors," "THE
MERGER--Background of the Merger" and "THE MERGER--Opinion of BankAmerica's
Financial Advisor" and to the inclusion of the Opinion Letter in the
Registration Statement on Form S-4 of NationsBank dated August 4, 1998 which
includes the Joint Proxy Statement-Prospectus filed in connection with the
Merger. In giving such consent, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Goldman, Sachs & Co.
-------------------------
(GOLDMAN, SACHS & CO)
<PAGE> 1
EXHIBIT 99.9
CONSENT
I hereby consent to being named in the Joint Proxy Statement/Prospectus which
forms a part of the Registration Statement on Form S-4 relating to the proposed
merger of BankAmerica Corporation with NationsBank Corporation as a person who
is about to become a director of the Combined Company (as defined therein).
August 4, 1998
/s/ David A. Coulter
---------------------
David A. Coulter
