SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-3
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: April 10, 1998
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(Date of earliest event reported)
NationsBank Corporation
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(Exact name of registrant as specified in its charter)
North Carolina
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(State or other jurisdiction of incorporation)
1-6523 56-0906609
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(Commission File Number) (IRS Employer Identification Number)
NationsBank Corporate Center
Charlotte, North Carolina
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(Address of principal executive offices)
28255
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(Zip Code)
Registrant's telephone number, including area code: (704) 386-5000
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<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
The Current Report on Form 8-K dated April 10, 1998 and filed with the
Securities and Exchange Commission ("SEC") on April 17, 1998, as amended by Form
8-K/A-1 filed April 24, 1998 and Form 8-K/A-2 filed May 18, 1998, is amended to
amend and restate Item 7 in its entirety as follows:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The following consolidated financial statements of BankAmerica are
incorporated herein by reference to Exhibit 99.1 filed herewith:
1. Consolidated Balance Sheet as of December 31, 1997 and 1996.
2. Consolidated Statement of Operations for the years ended December 31,
1997, 1996 and 1995.
3. Consolidated Statement of Cash Flows for the years ended December 31,
1997, 1996 and 1995.
4. Consolidated Statement of Changes in Stockholders' Equity for the years
ended December 31, 1997, 1996 and 1995.
5. Notes to Consolidated Financial Statements.
The Other Events in Item 5 of this Form 8-K should be read in connection
with these consolidated financial statements.
The report of Ernst & Young LLP, independent auditors, on the consolidated
financial statements of BankAmerica as of December 31, 1997 and 1996 and for the
three years then ended is filed herewith as part of Exhibit 99.1 and the related
consent is filed herewith as Exhibit 99.2. Both the opinion and consent are
incorporated herein by reference.
Certain unaudited financial information regarding BankAmerica, including a
Consolidated Balance Sheet as of March 31, 1998, and Consolidated Statement of
Operations, Consolidated Statement of Cash Flows and Consolidated Statement of
Changes in Stockholders' Equity for the three months ended March 31, 1998 and
March 31, 1997, is incorporated herein by reference to Exhibit 99.3.
2
<PAGE>
Certain unaudited financial information regarding BankAmerica, including a
Consolidated Balance Sheet as of June 30, 1998, Consolidated Statement of
Operations for the three and six months ended June 30, 1998 and June 30, 1997,
and Consolidated Statement of Cash Flows and Consolidated Statement of Changes
in Stockholders' Equity for the six months ended June 30, 1998 and June 30,
1997, is incorporated herein by reference to Exhibit 99.4.
(b) Pro Forma Financial Information.
3
<PAGE>
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
The following Unaudited Pro Forma Condensed Balance Sheet as of June 30,
1998 combines the historical consolidated balance sheets of NationsBank
Corporation ("NationsBank") and BankAmerica Corporation ("BankAmerica") as if
the Reorganization had been effective on June 30, 1998, after giving effect to
certain adjustments described in the attached Notes to the Unaudited Pro Forma
Condensed Financial Information. NationsBank's historical financial statements,
restated to give retroactive effect to the merger of NationsBank with Barnett
Banks, Inc. ("Barnett") on January 9, 1998, are included in NationsBank's
Current Report on Form 8-K filed with the SEC on April 16, 1998. In addition,
NationsBank's historical interim financial statements for the quarter ended June
30, 1998 are included in NationsBank's Form 10-Q filed with the SEC on August
14, 1998. BankAmerica's historical financial statements are incorporated by
reference in its Annual Report on Form 10-K for the year ended December 31, 1997
as filed with the SEC on March 16, 1998 and its Form 10-Q for the quarter ended
June 30, 1998 as filed with the SEC on August 13, 1998. The unaudited Pro Forma
Condensed Financial Information should be read in conjunction with the
historical financial statements of NationsBank and BankAmerica.
The Unaudited Pro Forma Condensed Statements of Income for the six months
ended June 30, 1998 and the years ended December 31, 1997, 1996 and 1995 present
the combined results of operations of NationsBank and BankAmerica as if the
Reorganization had been effective at January 1, 1995, after giving effect to
certain adjustments described in the attached Notes to the Unaudited Pro Forma
Condensed Financial Information.
The Unaudited Pro Forma Condensed Financial Information and accompanying
Notes to the Unaudited Pro Forma Financial Information reflect the application
of the pooling of interests method of accounting for the Reorganization. Under
this method of accounting, the recorded assets, liabilities, shareholders'
equity, income and expenses of NationsBank and BankAmerica are combined and
reflected at their historical amounts.
NationsBank's acquisition of Boatmen's Bancshares, Inc. ("Boatmen's") on
January 7, 1997, was accounted for using the purchase method of accounting.
Accordingly, the results of operations of Boatmen's have been included in the
NationsBank historical financial statements from the date of acquisition. Under
the purchase method of accounting, the purchase price was allocated to assets
acquired and liabilities assumed based on their estimated fair values at the
closing date of the transaction.
4
<PAGE>
The combined company expects to achieve certain merger benefits in the
form of operating cost savings which may be significant. The pro forma earnings,
which do not reflect any direct costs or potential savings which are expected to
result from the consolidation of operations of NationsBank and BankAmerica, may
not be indicative of the results of future operations. The unaudited pro forma
earnings for the years ended December 31, 1997, 1996 and 1995 do not reflect any
direct costs or potential savings from the consolidation of operations of
Barnett. No assurances can be given with respect to the ultimate level of
expense savings. The merger and restructuring items reflected in the pro forma
condensed balance sheet include severance and change in control and other
employee-related expenses, conversion and related costs and occupancy and
equipment expenses (primarily lease exit costs and the elimination of duplicate
facilities and other capitalized assets), exit costs related to contract
terminations and other merger and restructuring costs (including legal and
investment banking fees).
5
<PAGE>
PRO FORMA CONDENSED BALANCE SHEET
NATIONSBANK/BANKAMERICA
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
AT JUNE 30, 1998
----------------------------------------------------------
NATIONSBANK
PRO FORMA BANKAMERICA
NATIONSBANK BANKAMERICA ADJUSTMENTS COMBINED
----------- ----------- ----------- ------------
(DOLLARS IN MILLIONS)
---------------------
ASSETS
Cash and cash equivalents $ 12,568 $ 14,053 $ - $ 26,621
Time deposits placed 1,680 5,566 - 7,246
Investment securities 44,958 15,994 - 60,952
Federal funds sold and securities purchased
under agreements to resell 12,409 12,220 - 24,629
Trading account assets 22,696 28,461 - 51,157
Loans, leases and factored accounts receivable,
net of unearned income 180,897 166,621 - 347,518
Allowance for credit losses (3,215) (3,517) - (6,732)
----------- ---------- ------- ----------
Loans, leases and factored accounts receivable,
net of unearned income and allowance
for credit losses 177,682 163,104 - 340,786
Premises and equipment, net 4,010 3,528 - 7,538
Customers' acceptance liability 1,046 2,688 - 3,734
Intangible assets 11,589 6,201 - 17,790
Other assets 19,347 12,070 - 31,417
----------- ---------- ------- ----------
Total assets $ 307,985 $ 263,885 $ - $ 571,870
=========== ========== ======= ==========
LIABILITIES
Deposits $ 169,238 $ 178,094 $ - $ 347,332
Borrowed funds 54,645 23,805 - 78,450
Trading account liabilities 14,130 13,984 - 28,114
Acceptances outstanding 1,046 2,689 - 3,735
Accrued expenses and other liabilities 8,038 9,541 800 (2) 18,379
Trust preferred securities 2,705 2,212 - 4,917
Long-term debt 31,513 13,521 - 45,034
----------- ---------- ------- ----------
Total liabilities 281,315 243,846 800 525,961
SHAREHOLDERS' EQUITY
Preferred stock 85 - - 85
Common stock 10,499 1,210 3,826 (4) 15,535
Additional paid-in capital - 8,022 (8,022) (4) -
Retained earnings 15,767 14,922 (800) (2) 29,889
Common stock in treasury, at cost - (4,196) 4,196 (4) -
Other, including loan to ESOP trust 319 81 - 400
----------- ---------- ------- ----------
Total shareholders' equity 26,670 20,039 (800) 45,909
----------- ---------- ------- ----------
Total liablities and shareholders' equity $ 307,985 $ 263,885 $ - $ 571,870
=========== ========== ======= ==========
</TABLE>
6
<PAGE>
PRO FORMA CONDENSED INCOME STATEMENT
NATIONSBANK/BANKAMERICA
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
FOR THE SIX MONTHS ENDED JUNE 30, 1998
-----------------------------------------------------
NATIONSBANK
PRO FORMA BANKAMERICA
NATIONSBANK BANKAMERICA ADJUSTMENTS COMBINED
------------ ------------ ----------- ------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
-----------------------------------------------------
INTEREST INCOME
Interest and fees on loans and leases $ 7,572 $ 6,755 $ - $ 14,327
Interest and dividends on securities 1,644 558 - 2,202
Federal funds sold and securities purchased under
agreements to resell 339 510 - 849
Trading account securities 660 770 - 1,430
Other interest income 260 207 - 467
--------- -------- ------ --------
Total interest income 10,475 8,800 - 19,275
INTEREST EXPENSE
Deposits 2,441 2,942 - 5,383
Borrowed funds 1,555 989 - 2,544
Trading account liabilities 366 170 - 536
Long-term debt 1,056 579 - 1,635
--------- -------- ------ --------
Total interest expense 5,418 4,680 - 10,098
--------- -------- ------ --------
NET INTEREST INCOME 5,057 4,120 - 9,177
Provision for credit losses 530 475 - 1,005
--------- -------- ------ --------
NET CREDIT INCOME 4,527 3,645 - 8,172
Gains on sales of securities 260 73 - 333
Noninterest income 3,635 3,583 - 7,218
Foreclosed properties expense (income) 21 (10) - 11
Merger and restructuring items 470 - - 470
Noninterest expense 4,960 4,520 - 9,480
--------- -------- ------ --------
INCOME BEFORE INCOME TAXES 2,971 2,791 - 5,762
Income tax expense 1,066 1,066 - 2,132
--------- -------- ------ --------
NET INCOME BEFORE PREFERRED DIVIDENDS 1,905 1,725 - 3,630
Preferred dividends 3 19 - 22
--------- -------- ------ --------
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 1,902 $ 1,706 $ - $ 3,608
========= ========= ====== =========
Basic earnings per share $ 1.99 $ 2.49 $ 2.09
========= ========= =========
Diluted earnings per share $ 1.95 $ 2.41 $ 2.03
--------- --------- ---------
Average common shares - Basic (thousands) 954,040 684,264 1,728,353
========= ========= =========
Average common shares - Diluted (thousands) 978,032 707,773 1,778,948
========= ========= =========
</TABLE>
7
<PAGE>
PRO FORMA CONDENSED INCOME STATEMENT
NATIONSBANK/BANKAMERICA
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C>
FOR THE YEAR ENDED DECEMBER 31, 1997
-------------------------------------------------------
NATIONSBANK
PRO FORMA BANKAMERICA
NATIONSBANK BANKAMERICA ADJUSTMENTS COMBINED
----------- ------------- ----------- -----------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
-------------------------------------------------------
INTEREST INCOME
Interest and fees on loans and leases $ 15,270 $ 13,932 $ - $ 29,202
Interest and dividends on securities 2,140 1,123 - 3,263
Federal funds sold and securities purchased under
agreements to resell 699 817 - 1,516
Trading account securities 1,352 1,230 - 2,582
Other interest income 226 415 - 641
------- ------- ---- ------
Total interest income 19,687 17,517 - 37,204
INTEREST EXPENSE
Deposits 4,891 5,793 - 10,684
Borrowed funds 2,435 1,676 - 4,111
Trading account liabilities 678 297 - 975
Long-term debt 1,966 1,166 - 3,132
------ ------ --- -------
Total interest expense 9,970 8,932 - 18,902
------ ------ --- -------
NET INTEREST INCOME 9,717 8,585 - 18,302
Provision for credit losses 954 950 - 1,904
------ ------ --- -----
NET CREDIT INCOME 8,763 7,635 - 16,398
Gains on sales of securities 155 26 - 181
Noninterest income 5,929 6,042 - 11,971
Foreclosed properties expense (income) 9 (22) - (13)
Merger and restructuring items 374 - - 374
Noninterest expense 9,234 8,399 - 17,633
-------- ------ --- ------
INCOME BEFORE INCOME TAXES 5,230 5,326 - 10,556
Income tax expense 1,898 2,116 - 4,014
-------- ------ --- ------
NET INCOME BEFORE PREFERRED DIVIDENDS 3,332 3,210 - 6,542
Preferred dividends 11 100 - 111
-------- ------ --- ------
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 3,321 $ 3,110 $ - $ 6,431
======== ======== ==== =======
Basic earnings per share $ 3.53 $ 4.45 $ 3.71
======= ======= ======
Diluted earnings per share $ 3.44 $ 4.32 $ 3.61
======= ======= ======
Average common shares - Basic (thousands) 941,992 699,189 1,733,194
======== ======== =========
Average common shares - Diluted (thousands) 967,672 719,777 1,782,172
======== ======== =========
</TABLE>
8
<PAGE>
PRO FORMA CONDENSED INCOME STATEMENT
NATIONSBANK/BANKAMERICA
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C>
FOR THE YEAR ENDED DECEMBER 31, 1996
---------------------------------------------------------
NATIONSBANK
PRO FORMA BANKAMERICA
NATIONSBANK BANKAMERICA ADJUSTMENTS COMBINED
----------- ----------- ----------- -----------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
-----------------------------------------------
INTEREST INCOME
Interest and fees on loans and leases $ 13,121 $ 13,412 $ - $ 26,533
Interest and dividends on securities 1,618 1,160 - 2,778
Federal funds sold and securities purchased under
agreements to resell 689 682 - 1,371
Trading account securities 1,228 1,001 - 2,229
Other interest income 176 453 - 629
------- ------ ---- ------
Total interest income 16,832 16,708 - 33,540
INTEREST EXPENSE
Deposits 4,246 5,359 - 9,605
Borrowed funds 2,274 1,430 - 3,704
Trading account liabilities 653 227 - 880
Long-term debt 1,435 1,063 - 2,498
------ ------ ---- ------
Total interest expense 8,608 8,079 - 16,687
------ ------ ---- ------
NET INTEREST INCOME 8,224 8,629 - 16,853
Provision for credit losses 760 885 - 1,645
------ ------ ---- ------
NET CREDIT INCOME 7,464 7,744 - 15,208
Gains on sales of securities 86 27 - 113
Noninterest income 4,408 5,336 - 9,744
Foreclosed properties expense 21 1 - 22
Merger and restructuring items 118 280 - 398
Noninterest expense 7,283 8,053 - 15,336
------ ------ ---- ------
INCOME BEFORE INCOME TAXES 4,536 4,773 - 9,309
Income tax expense 1,597 1,900 - 3,497
------ ------ ---- ------
NET INCOME BEFORE PREFERRED DIVIDENDS 2,939 2,873 - 5,812
Preferred dividends 17 185 - 202
------ ------ ---- -----
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 2,922 $ 2,688 $ - $ 5,610
======== ======== ==== =======
Basic earnings per share $ 3.56 $ 3.72 $ 3.42
======= ======= ======
Diluted earnings per share $ 3.50 $ 3.65 $ 3.36
======= ======= ======
Average common shares - Basic (thousands) 820,945 722,373 1,638,382
======== ======== =========
Average common shares - Diluted (thousands) 837,706 736,055 1,670,626
======== ======== =========
</TABLE>
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<PAGE>
PRO FORMA CONDENSED INCOME STATEMENT
NATIONSBANK/BANKAMERICA
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C>
FOR THE YEAR ENDED DECEMBER 31, 1995
-----------------------------------------------------
NATIONSBANK
PRO FORMA BANKAMERICA
NATIONSBANK BANKAMERICA ADJUSTMENTS COMBINED
----------- ---------- ----------- ------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
--------------------------------------------------------
INTEREST INCOME
Interest and fees on loans and leases $ 12,134 $ 12,760 $ - $ 24,894
Interest and dividends on securities 1,844 1,276 - 3,120
Federal funds sold and securities purchased under
agreements to resell 942 650 - 1,592
Trading account securities 1,100 741 - 1,841
Other interest income 166 466 - 632
------ ------ --- ------
Total interest income 16,186 15,893 - 32,079
INTEREST EXPENSE
Deposits 4,274 4,923 - 9,197
Borrowed funds 2,858 1,160 - 4,018
Trading account liabilities 896 182 - 1,078
Long-term debt 964 1,113 - 2,077
------ ------ --- ------
Total interest expense 8,992 7,378 - 16,370
------ ------ --- ------
NET INTEREST INCOME 7,194 8,515 - 15,709
Provision for credit losses 505 440 - 945
------ ------ --- ------
NET CREDIT INCOME 6,689 8,075 - 14,764
Gains on sales of securities 34 24 - 58
Noninterest income 3,787 4,469 - 8,256
Foreclosed properties expense 30 18 - 48
Merger and restructuring items - - - -
Noninterest expense 6,670 7,983 - 14,653
------- ------ --- -------
INCOME BEFORE INCOME TAXES 3,810 4,567 - 8,377
Income tax expense 1,327 1,903 - 3,230
------- ------ --- -------
NET INCOME BEFORE PREFERRED DIVIDENDS 2,483 2,664 - 5,147
Preferred dividends 24 227 - 251
-------- ------- --- -------
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 2,459 $ 2,437 $ - $ 4,896
======== ======== ==== =======
Basic earnings per share $ 3.18 $ 3.28 $ 3.03
======== ======= =======
Diluted earnings per share $ 3.10 $ 3.24 $ 2.98
======== ======= =======
Average common shares - Basic (thousands) 773,799 741,963 1,613,404
======== ======== =========
Average common shares - Diluted (thousands) 800,104 751,112 1,650,062
======== ======== =========
</TABLE>
10
<PAGE>
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED FINANCIAL INFORMATION
NOTE 1 - BASIS OF PRESENTATION
On April 10, 1998, NationsBank entered into an Agreement and Plan of
Reorganization with BankAmerica. The Reorganization will create a new Delaware
holding company which will be headquartered in Charlotte, North Carolina. Each
outstanding share of BankAmerica common stock will be converted into 1.1316
shares of the new holding company's common stock and each share of NationsBank's
common stock will be converted into one share of the new company's common stock.
The Unaudited Pro Forma Condensed Financial Information has been prepared
assuming that the Reorganization will be accounted for under the pooling of
interests method of accounting and is based on the historical consolidated
financial statements of NationsBank and BankAmerica. Certain amounts in the
historical financial statements of BankAmerica have been reclassified to conform
with NationsBank's historical financial statement presentation.
The pro forma adjustments represent management's best estimates based on
available information at this time. Actual adjustments will differ from those
reflected in the unaudited Pro Forma Condensed Financial Information.
NationsBank and BankAmerica are still in the process of reviewing their
respective accounting policies relative to those followed by the other entity.
As a result of this review, it may be necessary to restate certain amounts in
NationsBank's or BankAmerica's financial statements to conform to those
accounting policies that are most appropriate. In management's opinion, any such
restatements will not be material.
On January 9, 1998, NationsBank completed its merger with Barnett,
headquartered in Jacksonville, Florida, resulting in the issuance of
approximately 233 million shares of NationsBank's common stock. The transaction
was accounted for under the pooling of interests method of accounting and
accordingly, the historical financial statements of NationsBank reflect the
merger with Barnett for all periods presented.
On January 7, 1997, NationsBank completed the acquisition of Boatmen's,
headquartered in St. Louis, Missouri, resulting in the issuance of approximately
195 million shares of NationsBank's common stock valued at $9.4 billion and
aggregate cash payments of $371 million to Boatmen's shareholders. At the
acquisition date, Boatmen's total assets and deposits were approximately $41.2
billion and $32.0 billion, respectively. The acquisition was accounted for under
the purchase method of accounting and, accordingly, is included in NationsBank's
historical financial statements from the date of acquisition.
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<PAGE>
The Unaudited Pro Forma Condensed Financial Information should be read in
conjunction with the historical consolidated financial statements and the
related notes thereto of each of NationsBank and BankAmerica. NationsBank's
historical financial statements, restated to give retroactive effect of the
merger of NationsBank with Barnett, are included in NationsBank's Current Report
on Form 8-K filed with the SEC on April 16, 1998. In addition, NationsBank's
historical interim financial statements for the six months ended June 30, 1998
are included in NationsBank's Form 10-Q filed with the SEC on August 14, 1998.
BankAmerica's historical financial statements are incorporated by reference in
its Annual Report on Form 10-K for the year ended December 31, 1997 as filed
with the SEC on March 16, 1998 and its Form 10-Q for the six months ended June
30, 1998 as filed with the SEC on August 13, 1998.
NOTE 2 - MERGER AND RESTRUCTURING ITEMS
In connection with the Reorganization, the combined company expects to
incur pre-tax merger and restructuring items of approximately $1.3 billion ($800
million after tax), which will include severance and change in control and other
employee-related items, conversion and related costs and occupancy and equipment
expenses (primarily lease exit costs and the elimination of duplicate facilities
and other capitalized assets), exit costs related to contract terminations and
other Reorganization costs (including legal and investment banking fees). The
pro forma adjustments represent management's best estimates based on available
information at this time. Actual adjustments will differ from those reflected in
the unaudited Pro Forma Condensed Financial Information.
The following table presents the major components of the estimated pre-tax
merger and restructuring items (dollars in millions):
Severance, change in control and other employee-related items $ 450
Occupancy and equipment expense 250
Conversion and related costs 200
Contract terminations 200
Other 200
-----
$1,300
NOTE 3 - DIVESTITURES
The combined company anticipates that, to comply with what the Federal
Reserve Board, the Department of Justice and certain state authorities may
require in connection with their review of the Reorganization, certain branches
of NationsBank and BankAmerica will need to be divested in various markets where
each of NationsBank and BankAmerica have a combined share of deposits. The
impact of anticipated branch divestitures on the combined company's financial
condition and results of operations is not expected to be material.
12
<PAGE>
NOTE 4 - SHAREHOLDERS' EQUITY
In conjunction with the Reorganization, a new holding company will be
established, NationsBank (DE). Each outstanding share of BankAmerica common
stock will be converted into 1.1316 shares of the new holding company's common
stock and each share of NationsBank's common stock will be converted into one
share of the new company's common stock. Each share of the combined company's
common stock will have a par value of $0.01 per share. NationsBank and
BankAmerica had approximately 960 million and 685 million shares of common stock
outstanding as of June 30, 1998, respectively. The pro forma average common
share amounts used to calculate pro forma basic and diluted earnings per share
were derived from the actual average share amounts for NationsBank and the
average share amounts for BankAmerica as adjusted for the exchange ratio of
1.1316. The common stock in the Unaudited Pro Forma Condensed Balance Sheet has
been adjusted to reflect the reclassification of BankAmerica's additional
paid-in capital and treasury stock to conform to NationsBank's presentation.
Unaudited pro forma retained earnings reflects the estimated adjustment for
anticipated merger and restructuring costs as described above.
NOTE 5 - OPERATING COST SAVINGS
The combined company expects to achieve a certain level of cost savings
through the optimization of delivery systems, reduction of corporate overhead,
elimination of redundant staff functions, consolidation of business lines, data
processing and back office operations, infrastructure and vendor leverage and
the elimination of certain duplicate or excess facilities. No adjustment has
been included in the unaudited Pro Forma Condensed Financial Information for the
anticipated operating cost savings. There can be no assurance that anticipated
operating cost savings will be achieved in the expected amounts or at the times
anticipated.
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<PAGE>
(C) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Consolidated Financial Statements of BankAmerica
Corporation and Report of Ernst & Young LLP.*
99.2 Consent of Ernst & Young LLP.
99.3 Unaudited Interim Financial Statements of
BankAmerica as of March 31, 1998, and for the
three months ended March 31, 1998 and March
31, 1997, are incorporated by reference to
pages 2 through 15 of BankAmerica's Quarterly
Report on Form 10-Q dated May 14, 1998.
99.4 Unaudited Interim Financial Statements of
BankAmerica as of June 30, 1998, and for the
three and six months ended June 30, 1998 and
June 30, 1997, are incorporated by reference
to pages 2 through 16 of BankAmerica's
Quarterly Report on Form 10-Q dated August
13, 1998.
* Previously filed.
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SIGNATURE
Pursuant to the requirements of the Securities and 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
Registrant
Date: August 17, 1998 /S/ Marc D. Oken
----------------
Marc D. Oken
Executive Vice President
and Chief Accounting Officer
15
Exhibit 99.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Current Report on Form
8-K/A-3 to be dated August 17, 1998 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
August 13, 1998
