As filed with the Securities and Exchange Commission on September 28, 1998
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Registration No. 333-58657
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST - EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NationsBank Corporation
(To Be Renamed "BankAmerica Corporation")
(Exact Name of Registrant as Specified in Its Charter)
Delaware 56-0906609
(State or Other Jurisdiction (I.R.S. Employer)
of Incorporation or Organization) Identification No.)
NationsBank Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(Address of Principal Executive Offices)
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NationsBank Corporation Key Employee Stock Plan
(Full Title of the Plan)
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PAUL J. POLKING, ESQ.
Executive Vice President
and 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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<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8
(Registration No. 333-58657) (the "Registration Statement") is filed pursuant to
Rule 414 of the Securities Act of 1933, as amended (the "Securities Act"), to
notify the Securities and Exchange Commission (the "Commission") that
NationsBank Corporation, a North Carolina corporation ("NationsBank"), has been
reincorporated from North Carolina to Delaware by forming a new, wholly owned
Delaware subsidiary named NationsBank (DE) Corporation ("NationsBank (DE)"),
having no assets or liabilities other than nominal assets or liabilities, and
merging NationsBank with and into NationsBank (DE) (the "Reincorporation
Merger"), with NationsBank (DE) as the surviving corporation in the
Reincorporation Merger and being named "NationsBank Corporation." The
Reincorporation Merger was consummated on September 25, 1998 in accordance with
the terms and conditions of the Plan of Reincorporation Merger by and between
NationsBank and NationsBank (DE), dated as of August 3, 1998 (the
"Reincorporation Merger Agreement"). Pursuant to the Reincorporation Merger
Agreement, NationsBank (DE) acquired all of the assets and assumed all the
liabilities and obligations of NationsBank.
In addition, NationsBank and BankAmerica Corporation, a Delaware
corporation ("BankAmerica"), have entered into an Agreement and Plan of
Reorganization dated as of April 10, 1998, pursuant to which BankAmerica will
merge with and into NationsBank (DE) (the "Merger"), with NationsBank (DE) as
the surviving corporation in the Merger. Following the Merger, NationsBank (DE)
will change its name to "BankAmerica Corporation." The Reincorporation Merger
and the Merger were approved by the shareholders of NationsBank at a Special
Meeting of Shareholders held on September 24, 1998 for which proxies were
solicited pursuant to Rule 14(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
Subsequent to the Reincorporation Merger, shares of common stock of
NationsBank issued pursuant to the NationsBank Corporation Key Employee Stock
Plan (the "Plan") to which this Registration Statement relates shall be shares
of common stock, par value $.01 per share, of NationsBank (DE), rather than
shares of common stock of NationsBank.
In accordance with paragraph (d) of Rule 414 of the Securities Act, except
as modified by this Post-Effective Amendment No. 1, NationsBank (DE) expressly
adopts the Registration Statement as its own registration statement for all
purposes of the Securities Act and the Exchange Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been heretofore filed by NationsBank
(DE), a Delaware corporation (the "Registrant"), and its predecessor
NationsBank, a North Carolina corporation, with the Commission pursuant to the
Exchange Act, are incorporated by reference herein:
(a) NationsBank's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) NationsBank's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 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 (as amended on April 24,
1998, May 18, 1998 and August 17, 1998), May 6, 1998, May 13, 1998, July 7,
1998, July 13, 1998, July 23, 1998, and the Registrant's Current Report on Form
8-K filed September 28, 1998; and
(c) The description of the Registrant's Common Stock contained in
the Registrant's Current Report on Form 8-K filed September 28, 1998, and any
amendment or report filed for the purpose of updating such description.
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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 register 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 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 Paul J. Polking, Esq. as to the legality of the
securities *
23 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Paul J. Polking, Esq. (included in Exhibit 5.1) *
24.1 Power of Attorney and Certified Resolutions *
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* Previously filed as an exhibit to the Registration Statement on Form
S-8 to which this is Post-Effective Amendment No. 1
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<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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Charlotte, State of North
Carolina, on September 28, 1998.
NATIONSBANK CORPORATION
By: /s/ Paul J. Polking
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Paul J. Polking
Executive Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C>
Signature Title Date
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* Chief Executive Officer and Director September 28, 1998
- -------------------------- (Principal Executive Officer)
Hugh L. McColl, Jr.
* Vice Chairman and September 28, 1998
- ------------------------ Chief Financial Officer and Director
James H. Hance, Jr. (Principal Financial Officer)
* Executive Vice President and September 28, 1998
- ------------------------ Chief Accounting Officer
Marc D. Oken (Principal Accounting Officer)
* Chairman of the Board September 28, 1998
- ------------------------ and Director
Charles E. Rice
* Director September 28, 1998
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Ray C. Anderson
* Director September 28, 1998
- ------------------------
Rita Bornstein
* Director September 28, 1998
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B. A. Bridgewater, Jr.
Director September __, 1998
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Thomas E. Capps
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Director September __, 1998
- ------------------------
Alvin R. Carpenter
Director September __, 1998
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Charles W. Coker
* Director September 28, 1998
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Thomas G. Cousins
* Director September 28, 1998
- ------------------------
Andrew B. Craig, III
* Director September 28, 1998
- ------------------------
Alan T. Dickson
* Director September 28, 1998
- ------------------------
Paul Fulton
* Director September 28, 1998
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C. Ray Holman
* Director September 28, 1998
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W. W. Johnson
* President and Director September 28, 1998
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Kenneth D. Lewis
* Director September 28, 1998
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Russell W. Meyer, Jr.
* Director September 28, 1998
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Richard B. Priory
* Director September 28, 1998
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John C. Slane
* Director September 28, 1998
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O. Temple Sloan, Jr.
* Director September 28, 1998
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Meredith R. Spangler
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* Director September 28, 1998
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Albert E. Suter
* Director September 28, 1998
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Ronald Townsend
* Director September 28, 1998
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Jackie M. Ward
* Director September 28, 1998
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John A. Williams
* Director September 28, 1998
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Virgil R. Williams
*By: /s/ Charles M. Berger
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Charles M. Berger
Attorney-in-Fact
</TABLE>
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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5.1 Opinion of Paul J. Polking, Esq. as to the legality of the
securities *
23 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Paul J. Polking, Esq. (included in Exhibit 5.1.) *
24.1 Power of Attorney and Certified Resolutions *
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* Previously filed as an exhibit to the Registration Statement on Form
S-8 to which this is Post-Effective Amendment No. 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Post-Effective
Amendments No. 1 to Registration Statements on Form S-3 (Registration Nos.
333-07229; 333-15375; 333-18273; 333-43137; 333-13811 and 333-51367);
Post-Effective Amendments No. 2 to Registration Statements on Form S-3
(Registration Nos. 33-54784; 33-49881; 33-57533 and 33-63097); Post-Effective
Amendment No. 3 to Registration Statement on Form S-3 (Registration No.
33-45498); Post-Effective Amendment No. 2 to Registration Statement on Form S-4
(Registration No. 333-60553); Post-Effective Amendments No. 1 to Registration
Statements on Form S-8 (Registration Nos. 33-45279; 33-60695; 333-02875;
333-07105; 333-20913; 333-24331 and 333-58657); Post-Effective Amendment No. 5
to Registration Statement on Form S-8 (Registration No. 2-80406) and
Post-Effective Amendments No. 2 on Form S-8 to Registration Statements on Form
S-4 (Registration Nos. 33-43125; 33-55145; 33-63351; 33-62069; 33-62208;
333-16189 and 333-40515) of NationsBank Corporation, a Delaware corporation and
successor by reincorporation merger to the North Carolina corporation of the
same name, 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
September 28, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective Amendments
No. 1 to Registration Statements on Form S-3 (Registration Nos. 333-07229;
333-13811; 333-15375; 333-18273; 333-43137 and 333-51367); Post-Effective
Amendments No. 2 to Registration Statements on Form S-3 (Registration Nos.
33-54784; 33-49881; 33-57533 and 33-63097); Post-Effective Amendment No. 3 to
Registration Statement on Form S-3 (Registration No. 33-45498); Post-Effective
Amendment No. 2 to Registration Statement on Form S-4 (Registration No.
333-60553); Post-Effective Amendments No. 1 to Registration Statements on Form
S-8 (Registration Nos. 33-45279; 33-60695; 333-02875; 333-07105; 333-20913;
333-24331 and 333-58657); Post-Effective Amendment No. 5 to Registration
Statement on Form S-8 (Registration No. 2-80406) and Post-Effective Amendments
No. 2 on Form S-8 to Registration Statements on Form S-4 (Registration Nos.
33-43125; 33-55145; 33-63351; 33-62069; 33-62208; 333-16189 and 333-40515) of
NationsBank Corporation 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
September 25, 1998
