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As Filed With the Securities and Exchange Commission on May 19, 1998
Registration No. 333-51367
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NationsBank Corporation
(Exact name of registrant as specified in its charter)
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<CAPTION>
North Carolina 56-0906609
<S> <C>
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
NationsBank Corporate Center, Charlotte, North Carolina 28255 (704) 386-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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PAUL J. POLKING
Executive Vice President and General Counsel
NationsBank Corporation
NationsBank Corporate Center
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>
BOYD C. CAMPBELL, JR. JAMES R. TANENBAUM
Smith Helms Mulliss & Moore, L.L.P. Stroock & Stroock & Lavan LLP
201 North Tryon Street 180 Maiden Lane
Charlotte, North Carolina 28202 New York, New York 10038
</TABLE>
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Approximate date of commencement of the proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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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, or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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EXPLANATORY NOTES
This Registration Statement contains two forms of Prospectus of
NationsBank Corporation ("NationsBank"): one to be used in connection with the
offering and sale of Debt Securities, Warrants, or Units, including any
securities into which such securities may be convertible, and one to be used in
connection with the offering and sale of Preferred Stock, Depositary Shares or
Common Stock, including any such shares into which the Preferred Stock or
Depositary Shares may be convertible. Each offering made under this
Registration Statement will be made pursuant to one of these Prospectuses, with
the specific terms of the securities offered thereby being set forth in an
accompanying Prospectus Supplement.
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(A redherring appears on this page. Text follows.)
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any State.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED , 1998
PROSPECTUS [DEBT]
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NationsBank(R)
Debt Securities
Warrants
Units
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NationsBank Corporation ("NationsBank" or the "Corporation") may offer
from time to time its unsecured debt securities, which may be either senior
(the "Senior Debt Securities") or subordinated (the "Subordinated Debt
Securities" and, together with the Senior Debt Securities, the "Debt
Securities"). The Senior Debt Securities will rank equally with all other
unsubordinated and unsecured indebtedness of the Corporation. The Subordinated
Debt Securities will be subordinate in right of payment to all existing and
future Senior Indebtedness (as defined herein) of the Corporation. NationsBank
also may issue and sell warrants to purchase Debt Securities ("Debt Warrants")
or to purchase or sell (i) securities of an entity unaffiliated with the
Corporation, a basket of such securities, an index or indices of such
securities or any combination of the above, (ii) currencies or currency units
or (iii) commodities ("Universal Warrants", and together with Debt Warrants,
the "Warrants"), as set forth in the applicable Prospectus Supplement (as
defined below) on terms to be determined at the time of sale. The Corporation
may satisfy its obligations, if any, with respect to any Universal Warrants by
delivering underlying securities, currencies or commodities or, in the case of
underlying securities or commodities, the cash value thereof, as set forth in
the applicable Prospectus Supplement. Debt Securities and Warrants or any
combination thereof may be offered in the form of Units ("Units"). Units may be
issued as Definitive Units or Book-Entry Units (each as defined herein). The
Debt Securities, Warrants and Units are collectively referred to herein as
"Securities".
NationsBank may sell up to $10,000,000,000 in aggregate initial offering
price of Securities (or the U.S. dollar equivalent thereof if any of the
Securities are denominated in a foreign currency or currency unit), which may
be offered, separately or together, in one or more series, in amounts, at
prices and on terms to be determined at the time of sale and set forth in an
accompanying supplement to this Prospectus (a "Prospectus Supplement").
Pursuant to the terms of the Registration Statement of which this Prospectus
constitutes a part, NationsBank may also offer and sell shares of its preferred
stock (the "Preferred Stock"), which may be represented by depositary shares
(the "Depositary Shares"), and shares of its common stock (the "Common Stock").
Any such Preferred Stock, Depositary Shares or Common Stock will be offered and
issued pursuant to the terms of a separate Prospectus contained in such
Registration Statement. The aggregate amount of Securities that may be offered
and sold pursuant hereto is subject to reduction as the result of the sale of
any Preferred Stock, Depositary Shares or Common Stock pursuant to such
separate Prospectus or at the Corporation's discretion.
The Securities may be sold for U.S. dollars, foreign denominated currency
or currency units; principal of and any interest on Debt Securities and cash
amounts payable with respect to Warrants or Units may likewise be payable in
U.S. dollars, foreign currencies or currency units, in each case, as the
Corporation specifically designates.The accompanying Prospectus Supplement will
set forth the specific terms of each series of Securities.
The Securities may be sold (i) through underwriting syndicates represented
by managing underwriters, or by underwriters without a syndicate, with such
underwriters to be designated at the time of sale; (ii) through agents
designated from time to time; or (iii) directly by the Corporation. The names
of any underwriters or agents of NationsBank involved in the sale or
remarketing of the Securities, the public offering price or purchase price and
any commissions or discounts will be set forth in the applicable Prospectus
Supplement or a pricing supplement thereto. Any such underwriters, agents or
remarketing agents may include NationsBanc Montgomery Securities LLC ("NMS"),
or other affiliates of the Corporation.
The net proceeds to the Corporation from such sale also will be set forth
in such Prospectus Supplement or pricing supplement.
Following the initial distribution of any such Securities, NMS or other
affiliates of the Corporation may offer and sell previously issued Securities
in the course of their business as a broker-dealer and may act as a principal
or agent in such transactions. This Prospectus and the accompanying Prospectus
Supplement may be used in connection with such transactions. Any such sales
will be made at negotiated prices relating to prevailing market prices at time
of sale.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
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THESE SECURITIES ARE NOT SAVINGS ACCOUNTS OR BANK DEPOSITS, ARE NOT OBLIGATIONS
OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF NATIONSBANK, ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY AND INVOLVE INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH
CAROLINA (THE "COMMISSIONER") OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION, THE COMMISSIONER OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1998
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed by the Corporation with the
Securities and Exchange Commission (the "Commission") pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), are
incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997 as filed March 13, 1998;
(b) The Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 as filed May 15, 1998;
(c) The Corporation's 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 by Form 8-K/A-1 filed
April 24, 1998 and Form 8-K/A-2 filed May 18, 1998) and May 13, 1998; and
(d) The description of the Corporation's Common Stock contained in its
registration statement filed pursuant to Section 12 of the 1934 Act, as
modified by the Corporation's Current Report on Form 8-K filed on January
22, 1998.
All reports and any definitive proxy or information statements filed by
the Corporation with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to
the later of (i) the termination of the offering of the Securities offered
hereby or (ii) the date on which NMS or any other affiliate of the Corporation
ceases offering and selling previously issued Securities shall be deemed to be
incorporated by reference in this Prospectus 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 Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
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 Prospectus.
The Corporation will provide without charge to each person to whom this
Prospectus 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 John E. Mack, Senior Vice President and Treasurer, NationsBank
Corporation, NationsBank Corporate Center, Corporate Treasury Division,
Charlotte, North Carolina 28255. Telephone requests may be directed to (704)
386-5972.
AVAILABLE INFORMATION
NationsBank is subject to the informational requirements of the 1934 Act
and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the following public reference
facilities maintained by the Commission: 450 Fifth Street, N.W., Washington,
D.C. 20549; 7 World Trade Center, Suite 1300, New York, New York 10048; and the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such material may also be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, upon payment of prescribed rates. The Commission
maintains an Internet web site that contains reports, proxy and information
statements and other information regarding issuers who file electronically with
the Commission. The address of that site is http://www.sec.gov. In addition,
reports, proxy statements and other information concerning NationsBank may be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005 and at the offices of the Pacific Exchange Inc., 301
Pine Street, San Francisco, California 94104.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES
DESCRIBED HEREIN. SPECIFICALLY, THE UNDERWRITERS OR AGENTS SPECIFIED IN THE
RELEVANT PROSPECTUS SUPPLEMENT OR PRICING SUPPLEMENT MAY OVERALLOT
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IN CONNECTION WITH THE OFFERING, AND MAY BID FOR, AND PURCHASE, THE SECURITIES
OR ANY SECURITIES THE PRICES OF WHICH MAY BE USED TO DETERMINE PAYMENTS ON THE
SECURITIES IN THE OPEN MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN
OF DISTRIBUTION."
NATIONSBANK CORPORATION
General
NationsBank is a North Carolina corporation and a multi-bank holding
company registered under the Bank Holding Company Act of 1956, as amended (the
"Act"), with its principal assets being the stock of its subsidiaries. Through
its banking subsidiaries (the "Banks") and various non-banking subsidiaries,
the Corporation provides banking and certain nonbanking financial services and
products primarily throughout the Mid-Atlantic (Maryland, Virginia and the
District of Columbia), the Midwest (Illinois, Iowa, Kansas and Missouri), the
Southeast (Florida, Georgia, Kentucky (which it has agreed to sell), North
Carolina, South Carolina and Tennessee) and the Southwest (Arkansas, New
Mexico, Oklahoma and Texas). The principal executive offices of the Corporation
are located at NationsBank Corporate Center in Charlotte, North Carolina 28255.
The Corporation's telephone number is (704) 386-5000.
Operations
The Corporation provides a diversified range of banking and certain
nonbanking financial services and products through its various subsidiaries.
Management reports the results of the Corporation's operations through four
business segments: Consumer Banking, Middle Market, Asset Management, and
Corporate Finance.
The Consumer Banking segment provides comprehensive retail banking
services through multiple delivery channels including approximately 3,000
banking centers and 7,000 automated teller machines providing fully-automated,
24 hour cash dispensing and deposit services. These delivery channels are
located throughout the Corporation's franchise and serve 16 million households
in 16 states and the District of Columbia. In addition, this segment provides
specialized services such as the origination and servicing of residential
mortgage loans, issuance and service of credit cards, direct banking via
telephone and personal computer, student lending and certain insurance
services. The consumer finance component provides personal, mortgage, home
equity and automobile loans to consumers, retail finance programs to dealers
and lease financing to purchasers of new and used cars. Consumer Banking also
provides commercial banking services to companies and other commercial entities
with annual revenues of less than $10 million.
The Middle Market segment provides a broad array of commercial banking
services for companies and other commercial entities with revenues between $10
million and $250 million annually including: commercial lending, treasury and
cash management services, asset-backed lending, leasing and factoring. Also
included in this segment is NationsCredit Commercial Corporation, which
provides commercial financing activities including: equipment loans and leases,
loans for debt restructuring, mergers and working capital, real estate and
health care financing and inventory financing to manufacturers, distributors
and dealers.
The Asset Management segment includes businesses that provide full service
and discount brokerage, investment advisory, investment management and advisory
services for the Nations Funds family of mutual funds. Within the Asset
Management segment, the Private Client Group provides asset management, banking
and trust services for wealthy individuals, business owners and corporate
executives and the private foundations established by them.
Corporate Finance provides a broad array of banking and investment banking
products and services to domestic and international corporations, institutions
and other customers through its Capital Markets, Real Estate and Transaction
Products units. The Corporate Finance segment serves as a principal lender and
investor, as well as an advisor, and manages treasury and trade transactions
for clients and customers. Loan origination and syndication, asset-backed
lending, project finance and mergers and acquisitions consulting are
representative of the services provided. These services are provided through
various domestic and international offices. Through its Section 20 subsidiary,
NMS, Corporate Finance is a primary dealer of U.S. Government Securities and
underwrites, distributes and makes markets in high-grade and high-yield debt
securities and equity securities. Additionally, Corporate Finance is a market
maker in derivative products which
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include swap agreements, option contracts, forward settlement contracts,
financial futures and other derivative products in certain interest rate,
foreign exchange, commodity and equity markets. In support of these activities,
Corporate Finance takes positions to support client demands and its own
account. Major centers for the above activities are Charlotte, Chicago, London,
New York, San Francisco, Singapore and Tokyo.
As part of its operations, the Corporation regularly evaluates the
potential acquisition of, and holds discussions with, various financial
institutions and other businesses of a type eligible for bank holding company
ownership or control. In addition, the Corporation regularly analyzes the
values of, and submits bids for, the acquisition of customer-based funds and
other liabilities and assets of such financial institutions and other
businesses. The Corporation also regularly considers the potential disposition
of certain of its assets, branches, subsidiaries or lines of businesses. As a
general rule, the Corporation publicly announces any material acquisitions or
dispositions when a definitive agreement has been reached.
Government Supervision and Regulation
General
As a registered bank holding company, the Corporation is subject to the
supervision of, and to regular inspection by, the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"). The Banks are principally
organized as national banking associations, which are subject to regulation,
supervision and examination by the Office of the Comptroller of the Currency
(the "Comptroller"). The Banks are also subject to regulation by the Federal
Deposit Insurance Corporation (the "FDIC") and other federal and state
regulatory agencies. In addition to banking laws, regulations and regulatory
agencies, the Corporation and its subsidiaries and affiliates are subject to
various other laws and regulations and supervision and examination by other
regulatory agencies, all of which directly or indirectly affect the operations
and management of the Corporation and its ability to make distributions. The
following discussion summarizes certain aspects of those laws and regulations
that affect the Corporation.
The activities of the Corporation, and those of companies which it
controls or in which it holds more than 5% of the voting stock, are limited to
banking or managing or controlling banks or furnishing services to or
performing services for its subsidiaries, or any other activity which the
Federal Reserve Board determines to be so closely related to banking or
managing or controlling banks as to be a proper incident thereto. In making
such determinations, the Federal Reserve Board is required to consider whether
the performance of such activities by a bank holding company or its
subsidiaries can reasonably be expected to produce benefits to the public such
as greater convenience, increased competition or gains in efficiency that
outweigh possible adverse effects, such as undue concentration of resources,
decreased or unfair competition, conflicts of interest or unsound banking
practices. Generally, bank holding companies, such as the Corporation, are
required to obtain prior approval of the Federal Reserve Board to engage in any
new activity or to acquire more than 5% of any class of voting stock of any
company.
Bank holding companies are also required to obtain the prior approval of
the Federal Reserve Board before acquiring more than 5% of any class of voting
stock of any bank which is not already majority-owned by the bank holding
company. Pursuant to the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Banking and Branching Act"), a bank
holding company became able to acquire banks in states other than its home
state, beginning September 29, 1995, without regard to the permissibility of
such acquisitions under state law, but subject to any state requirement that
the bank to be acquired has been organized and operating for a minimum period
of time, not to exceed five years, and the requirement that the bank holding
company, prior to or following the proposed acquisition, controls no more than
10% of the total amount of deposits of insured depository institutions in the
United States and no more than 30% of such deposits in that state (or such
lesser or greater amount set by state law).
The Interstate Banking and Branching Act also authorizes banks to merge
across state lines, thereby creating interstate branches. This provision, which
became effective June 1, 1997, allowed each state, prior to the effective date,
the opportunity to "opt out" of this provision, thereby prohibiting interstate
branching within that state. Of those states in which the Banks are located,
only Texas has adopted legislation purporting to "opt out" of the interstate
branching provisions (which Texas law currently expires on September 2, 1999).
Furthermore, pursuant to the Interstate Banking and Branching Act, a bank is
now able to open new
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branches in a state in which it does not already have banking operations if
such state enacts a law permitting such de novo branching. To the extent
permitted under these laws, the Corporation plans to consolidate its banking
subsidiaries (with the exception of NationsBank of Delaware, N.A.) into a
single bank as soon as practicable. The Corporation currently operates one
interstate bank (i.e., a bank with banking centers in more than one state)
which is NationsBank, N.A., headquartered in Charlotte, North Carolina, with
offices in Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, Maryland,
Missouri, New Mexico, North Carolina, Oklahoma, South Carolina, Texas, Virginia
and the District of Columbia. Separate banks continue to operate in Delaware,
Florida, Georgia, Kentucky (which the Corporation has agreed to sell),
Tennessee and Texas. As previously described, the Corporation regularly
evaluates merger and acquisition opportunities, and it anticipates that it will
continue to evaluate such opportunities.
Proposals to change the laws and regulations governing the banking
industry are frequently introduced in Congress, in the state legislatures and
before the various bank regulatory agencies. The likelihood and timing of any
such proposals or bills and the impact they might have on the Corporation and
its subsidiaries cannot be determined at this time.
Capital and Operational Requirements
The Federal Reserve Board, the Comptroller and the FDIC have issued
substantially similar risk-based and leverage capital guidelines applicable to
United States banking organizations. In addition, those regulatory agencies may
from time to time require that a banking organization maintain capital above
the minimum levels, whether because of its financial condition or actual or
anticipated growth. The Federal Reserve Board risk-based guidelines define a
two-tier capital framework. Tier 1 capital consists of common and qualifying
preferred shareholders' equity, less certain intangibles and other adjustments.
Tier 2 capital consists of subordinated and other qualifying debt, and the
allowance for credit losses up to 1.25% of risk-weighted assets. The sum of
Tier 1 and Tier 2 capital less investments in unconsolidated subsidiaries
represents qualifying total capital, at least 50% of which must consist of Tier
1 capital. Risk-based capital ratios are calculated by dividing Tier 1 and
total capital by risk-weighted assets. Assets and off-balance sheet exposures
are assigned to one of four categories of risk-weights, based primarily on
relative credit risk. The minimum Tier 1 capital ratio is 4% and the minimum
total capital ratio is 8%. The Corporation's Tier 1 and total risk-based
capital ratios under these guidelines at March 31, 1998 were 6.80% and 11.19%,
respectively.
The leverage ratio is determined by dividing Tier 1 capital by adjusted
average total assets. Although the stated minimum ratio is 3%, most banking
organizations are required to maintain ratios of at least 100 to 200 basis
points above 3%. The Corporation's leverage ratio at March 31, 1998 was 5.64%.
Management believes that the Corporation meets its leverage ratio requirement.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, identifies five capital categories for insured
depository institutions (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized) and requires the respective Federal regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements within such
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Failure to meet the capital guidelines
could also subject a banking institution to capital raising requirements. An
"undercapitalized" bank must develop a capital restoration plan and its parent
holding company must guarantee that bank's compliance with the plan. The
liability of the parent holding company under any such guarantee is limited to
the lesser of 5% of the bank's assets at the time it became "undercapitalized"
or the amount needed to comply with the plan. Furthermore, in the event of the
bankruptcy of the parent holding company, such guarantee would take priority
over the parent's general unsecured creditors. In addition, FDICIA requires the
various regulatory agencies to prescribe certain non-capital standards for
safety and soundness relating generally to operations and management, asset
quality and executive compensation and permits regulatory action against a
financial institution that does not meet such standards.
The various regulatory agencies have adopted substantially similar
regulations that define the five capital categories identified by FDICIA, using
the total risk-based capital, Tier 1 risk-based capital and leverage capital
ratios as the relevant capital measures. Such regulations establish various
degrees of corrective action to be taken when an institution is considered
undercapitalized. Under the regulations, a "well capitalized"
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institution must have a Tier 1 capital ratio of at least 6%, a total capital
ratio of at least 10% and a leverage ratio of at least 5% and not be subject to
a capital directive order. An "adequately capitalized" institution must have a
Tier 1 capital ratio of at least 4%, a total capital ratio of at least 8% and a
leverage ratio of at least 4%, or 3% in some cases. Under these guidelines,
each of the Banks is considered well capitalized.
Banking agencies have also adopted final regulations which mandate that
regulators take into consideration (i) concentrations of credit risk; (ii)
interest rate risk (when the interest rate sensitivity of an institution's
assets does not match the sensitivity of its liabilities or its
off-balance-sheet position); and (iii) risks from non-traditional activities,
as well as an institution's ability to manage those risks, when determining the
adequacy of an institution's capital. That evaluation will be made as a part of
the institution's regular safety and soundness examination. In addition, the
banking agencies have amended their regulatory capital guidelines to
incorporate a measure for market risk. In accordance with the amended
guidelines, the Corporation and any Bank with significant trading activity (as
defined in the amendment) must incorporate a measure for market risk in their
regulatory capital calculations effective for reporting periods after January
1, 1998. The revised guidelines are not expected to have a material impact on
the Corporation or the Banks' regulatory capital ratios or their well
capitalized status.
Distributions
The Corporation's funds for cash distributions to its shareholders are
derived from a variety of sources, including cash and temporary investments.
The primary source of such funds, however, is dividends received from the
Banks. Each of the Banks is subject to various general regulatory policies and
requirements relating to the payment of dividends, including requirements to
maintain capital above regulatory minimums. The appropriate federal regulatory
authority is authorized to determine under certain circumstances relating to
the financial condition of the bank or bank holding company that the payment of
dividends would be an unsafe or unsound practice and to prohibit payment
thereof.
In addition to the foregoing, the ability of the Corporation and the Banks
to pay dividends may be affected by the various minimum capital requirements
and the capital and non-capital standards established under FDICIA, as
described above. The right of the Corporation, its shareholders and its
creditors to participate in any distribution of the assets or earnings of its
subsidiaries is further subject to the prior claims of creditors of the
respective subsidiaries.
Source of Strength
According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and
to commit resources to support each such subsidiary. This support may be
required at times when a bank holding company may not be able to provide such
support. Similarly, under the cross-guarantee provisions of the Federal Deposit
Insurance Act, in the event of a loss suffered or anticipated by the FDIC --
either as a result of default of a banking or thrift subsidiary of the
registrant or related to FDIC assistance provided to a subsidiary in danger of
default -- the other Banks may be assessed for the FDIC's loss, subject to
certain exceptions.
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used for general
corporate purposes, including the Corporation's working capital needs, the
funding of investments in, or extensions of credit to, its banking and
nonbanking subsidiaries, possible acquisitions of other financial institutions
or their assets or liabilities, possible acquisitions of or investments in
other businesses of a type eligible for bank holding companies and possible
reduction of outstanding indebtedness or repurchase of outstanding equity
securities of the Corporation. Pending such use, the Corporation may
temporarily invest the net proceeds. The Corporation may, from time to time,
engage in additional capital financings of a character and in amounts to be
determined by the Corporation in light of its needs at such time or times and
in light of prevailing market conditions. If the Corporation elects at the time
of issuance of Securities to make different or more specific use of proceeds
other than that set forth herein, such use will be described in the applicable
Prospectus Supplement.
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RATIOS OF EARNINGS TO FIXED CHARGES
The following are the Corporation's consolidated ratios of earnings to
fixed charges for the three months ended March 31, 1998 and for each of the
years in the five-year period ended December 31, 1997:
<TABLE>
<CAPTION>
Year Ended
December 31,
Three Months Ended --------------------------------------------
March 31, 1998 1997 1996 1995 1994 1993
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<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits ...... 1.5 2.0 2.0 1.8 2.0 2.6
Including interest on deposits ...... 1.3 1.5 1.5 1.4 1.5 1.6
</TABLE>
For purposes of computing the consolidated ratios, earnings represent net
income of the Corporation plus applicable income taxes and fixed charges, less
capitalized interest and the equity in undistributed earnings of unconsolidated
subsidiaries and associated companies. Fixed charges represent interest expense
(exclusive of interest on deposits in one case and inclusive of such interest
in the other), capitalized interest, amortization of debt discount and
appropriate issuance costs and one-third (the amount deemed to represent an
appropriate interest factor) of net rent expense under all lease commitments.
PLAN OF DISTRIBUTION
The Corporation may offer and sell the Securities in one or more of the
following ways: (i) through underwriters or dealers; (ii) through agents; or
(iii) directly by the Corporation to one or more purchasers. Such underwriters,
dealers or agents may be NMS or other affiliates of NationsBank. The Prospectus
Supplement with respect to a particular offering of a series of Securities will
set forth the terms of the offering of such Securities, including the name or
names of any underwriters or agents with whom NationsBank has entered into
arrangements with respect to the sale of such Securities, the public offering
or purchase price of such Securities and the proceeds to the Corporation from
such sales, and any underwriting discounts, agency fees or commissions and
other items constituting underwriters' compensation, the initial public
offering price, any discounts or concessions to be allowed or reallowed or paid
to dealers and the securities exchange, if any, on which such Securities may be
listed.
If underwriters are used in the offer and sale of Securities, the
Securities will be acquired by the underwriters for their own account and may
be resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Securities may be offered to the public either through
underwriting syndicates represented by managing underwriters, or by
underwriters without a syndicate, all of which underwriters in either case will
be designated in the applicable Prospectus Supplement. Unless otherwise set
forth in the applicable Prospectus Supplement, under the terms of the
underwriting agreement, the obligations of the underwriters to purchase
Securities will be subject to certain conditions precedent and the underwriters
will be obligated to purchase all the Securities if any are purchased. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Securities also may be offered and sold directly by the Corporation or
through agents designated by the Corporation from time to time. Any agent
involved in the offer or sale of the Securities with respect to which this
Prospectus is delivered will be named in, and any commissions payable by the
Corporation to such agent will be set forth in or calculable from, the
applicable Prospectus Supplement or a pricing supplement thereto. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a best efforts basis for the period of its appointment.
Securities may also be offered and sold, if so indicated in the Prospectus
Supplement, in connection with a remarketing after their purchase, in
accordance with their terms, by one or more firms, including NMS or other
affiliates of the Corporation ("remarketing agents"), acting as principal for
their accounts or an agent for the Corporation. Any remarketing agent will be
identified and the terms of its agreement with the Corporation described in a
Prospectus Supplement.
If so indicated in the applicable Prospectus Supplement relating to Debt
Securities, the Corporation may authorize underwriters, dealers or agents to
solicit offers by certain institutions to purchase Debt Securities from the
Corporation at the public offering price set forth in such Prospectus
Supplement pursuant to delayed
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delivery contracts ("Delayed Delivery Contracts") providing for payment and
delivery on the date or dates stated in the Prospectus Supplement. Each Delayed
Delivery Contract will be for an amount of Debt Securities not less than and,
unless the Corporation otherwise agrees, the aggregate amount of Debt
Securities sold pursuant to Delayed Delivery Contracts shall be not more than
the respective minimum and maximum amounts stated in the Prospectus Supplement.
Institutions with which Delayed Delivery Contracts, when authorized, may be
made include commercial and savings banks, insurance companies, pension funds,
investment companies and educational and charitable institutions, but shall in
all cases be subject to the approval of the Corporation in its sole discretion.
The obligations of the purchaser under any Delayed Delivery Contract to pay for
and take delivery of Debt Securities will not be subject to any conditions
except that (i) the purchase of Debt Securities by such institution shall not
at the time of delivery be prohibited under the laws of the jurisdiction to
which such institution is subject; and (ii) any related sale of Debt Securities
to underwriters shall have occurred. A commission set forth in the Prospectus
Supplement will be paid to underwriters soliciting purchases of Debt Securities
pursuant to Delayed Delivery Contracts accepted by the Corporation. The
underwriters will not have any responsibility in respect of the validity or
performance of Delayed Delivery Contracts.
Any series of Securities offered and sold pursuant to this Prospectus and
the applicable Prospectus Supplement will be new issues of securities with no
established trading market. Any underwriters to whom Securities are sold by the
Corporation for public offering and sale may make a market in such Securities,
but such underwriters will not be obligated to do so and may discontinue any
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for any Securities.
Any underwriter, dealer or agent participating in the distribution of any
Securities may be deemed to be an underwriter, as that term is defined in the
Securities Act of 1933, as amended (the "1933 Act"), of the Securities so
offered and sold, and any discounts or commissions received by them from
NationsBank and any profit realized by them on the sale or resale of the
Securities may be deemed to be underwriting discounts and commissions under the
1933 Act.
In order to facilitate the offering of the Securities, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Securities or any other securities the prices of which may be used
to determine payments on such Securities. Specifically, the underwriters may
overallot in connection with the offering, creating a short position in the
Securities for their own accounts. In addition, to cover overallotments or to
stabilize the price of the Securities or of any such other securities, the
underwriters may bid for, and purchase, the Securities or any such other
securities in the open market. Finally, in any offering of the Securities
through a syndicate of underwriters, the underwriting syndicate may reclaim
selling concessions allowed to an underwriter or a dealer for distributing the
Securities in the offering if the syndicate repurchases previously distributed
Securities in transactions to cover syndicate short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize or maintain
the market price of the Securities above independent market levels. The
underwriters are not required to engage in these activities, and may end any of
these activities at any time.
Under agreements entered into with the Corporation, underwriters, dealers,
agents and remarketing agents may be entitled to indemnification by the
Corporation against certain civil liabilities, including liabilities under the
1933 Act, or to contribution with respect to payments which the underwriters or
agents may be required to make in respect thereof.
NMS is a broker-dealer and a direct subsidiary of the Corporation. Each
initial offering and any remarketing of Securities involving NMS or any other
affiliate of the Corporation will be conducted in compliance with the
requirements of Rule 2720 of the National Association of Securities Dealers,
Inc. (the "NASD") regarding a NASD member firm's distribution of the securities
of an affiliate. Following the initial distribution of the Securities, NMS may
offer and sell such Securities in secondary markets transactions at negotiated
prices relating to prevailing prices at the time of sale or otherwise. NMS may
act as principal or agent in such transactions. This Prospectus and related
Prospectus Supplements may be used by NMS in connection with such transactions.
NMS will not execute a transaction in the Securities in a discretionary
account without the prior written specific approval of NMS's customer. NMS has
no obligation to make a market in the Securities and may discontinue its
market-making activities at any time without notice, at its sole discretion.
Futhermore, NMS
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may be required to discontinue its market-making activities during periods when
the Corporation is involved in a distribution of certain of its securities or
when NMS, by virtue of its affiliation with the Corporation, is aware of
material non-public information relating to the Corporation. In such instance,
NMS would not be able to recommence its market-making activities until such
distribution has been completed or such information has become publicly
available. It is not possible to determine the impact, if any, that any such
discontinuance may have on the market for the Securities. While other
broker-dealers may make a market in the Securities from time to time, there can
be no assurance that any broker-dealer will do so at any time when NMS
discontinues its market-making activities.
Underwriters, dealers and agents also may be customers of, engage in
transactions with, or perform other services for the Corporation in the
ordinary course of business.
DESCRIPTION OF DEBT SECURITIES
Any Senior Debt Securities offered hereby are to be issued under an
Indenture dated as of January 1, 1995 (such Indenture, as it may be amended
from time to time, the "Senior Indenture") between the Corporation and U.S.
Bank Trust National Association, as successor Trustee to BankAmerica National
Trust Company (the "Senior Trustee"). Any Subordinated Debt Securities offered
hereby are to be issued under an Indenture dated as of January 1, 1995 (such
Indenture, as it may be amended from time to time, the "Subordinated
Indenture") between the Corporation and The Bank of New York, Trustee (the
"Subordinated Trustee" and, together with the Senior Trustee, the "Trustees").
Each of the Senior Indenture and the Subordinated Indenture (each, an
"Indenture" and together, the "Indentures") is incorporated by reference in the
Registration Statement of which this Prospectus forms a part.
The following summaries of certain provisions of the Indentures do not
purport to be complete and are subject to and qualified in their entirety by
reference to the provisions of the applicable Indentures. Whenever particular
sections or defined terms of the Indentures are referred to, it is intended
that such sections or defined items shall be incorporated herein by reference.
Unless otherwise indicated, capitalized terms shall have the meanings ascribed
to them in the Indentures.
General
The respective Indentures provide that there is no limitation on the
amount of debt securities that may be issued thereunder from time to time. The
amount of Debt Securities that may be offered and sold pursuant to this
Prospectus, however, is limited to the aggregate initial offering price of the
securities registered under the Registration Statement of which this Prospectus
forms a part, subject to reduction as the result of the sale by the Corporation
of other securities under the Registration Statement.
The Debt Securities will be direct, unsecured obligations of the
Corporation. The Senior Debt Securities of each series will rank equally with
all unsecured senior debt of the Corporation. The Subordinated Debt Securities
of each series will be subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness (as hereinafter defined) of the
Corporation. See "DESCRIPTION OF DEBT SECURITIES -- Subordination."
The Debt Securities will be issued in fully registered form without
coupons. The Debt Securities may be denominated in U.S. dollars or in another
currency or currency unit. Unless otherwise set forth in the applicable
Prospectus Supplement, any Debt Securities that are denominated in U.S. dollars
will be issued in denominations of $1,000 or an integral multiple thereof. If
any of the Debt Securities are denominated in a foreign currency or currency
unit, or if principal of (or premium, if any, on) or any interest on any of the
Debt Securities is payable in any foreign currency or currency unit, the
authorized denominations, as well as any investment considerations,
restrictions, tax consequences, specific terms and other information with
respect to such issue of Debt Securities and such foreign currency or currency
unit, will be set forth in the Prospectus Supplement relating thereto.
The Debt Securities may be issued in one or more series with the same or
various maturities. Certain Debt Securities may be issued which provide for an
amount less than the principal amount thereof to be due and payable in the
event of an acceleration of the maturity thereof (each an "Original Issue
Discount Security"). Original Issue Discount Securities may bear no interest or
may bear interest at a rate which at the
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time of issuance is below market rates and will be sold at a discount (which
may be substantial) below their stated principal amount. Certain Debt
Securities may be deemed to be issued with original issue discount for United
States Federal income tax purposes. The Prospectus Supplement with respect to
any series of Debt Securities issued with such original issue discount will
contain a discussion of Federal income tax considerations with respect thereto.
The particular terms of each series of Debt Securities to be offered and
sold will be described in the Prospectus Supplement relating to such series of
Debt Securities, including: (i) the designation of the particular series; (ii)
the aggregate principal amount of such series that may be authenticated and
delivered under the applicable Indenture; (iii) the person to whom any interest
on any Debt Security of the series shall be payable, if other than the person
in whose name the Debt Security (or one or more predecessor Debt Securities) is
registered at the close of business on the regular record date for such
interest; (iv) the date or dates on which the principal of the Debt Securities
of such series is payable; (v) the rate or rates, and if applicable the method
used to determine the rate, at which the Debt Securities of such series shall
bear interest, if any, the date or dates from which such interest shall accrue,
the date or dates on which such interest shall be payable and the record date
or dates for the interest payable on any Debt Securities on any interest
payment date; (vi) the place or places at which, subject to the provisions of
the applicable Indenture, the principal of (and premium, if any, on) and any
interest on Debt Securities of such series shall be payable, any Debt
Securities of the series may be surrendered for registration of transfer, and
notices and demands to or upon the Corporation in respect of the Debt
Securities of the series and the Indenture may be served; (vii) the obligation,
if any, of the Corporation to redeem or purchase Debt Securities of such
series, at the option of the Corporation or at the option of a holder thereof,
pursuant to any sinking fund or other redemption provisions and the period or
periods within which, the price or prices at which and the terms and conditions
upon which Debt Securities of the series may be so redeemed or purchased, in
whole or in part; (viii) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which any Debt Securities of such series
shall be issuable; (ix) if other than the principal amount thereof, the portion
of the principal amount of Debt Securities of such series which shall be
payable upon declaration of acceleration of the maturity thereof; (x) the
currency, currencies or currency units in which payment of the principal of
(and premium, if any, on) and any interest on any Debt Securities of the series
shall be payable if other than the currency of the United States of America and
the manner of determining the equivalent thereof in the currency of the United
States of America for purposes of the applicable Indenture; (xi) if the
principal of (and premium, if any, on) or any interest on the Debt Securities
of the series is to be payable, at the election of the Corporation or a holder
thereof, in one or more currencies or currency units, other than that or those
in which the Debt Securities are stated to be payable, the currency or
currencies in which payment of the principal of (and premium, if any, on) and
any interest on Debt Securities of such series as to which such election is
made shall be payable, and the periods within which and the terms and
conditions upon which such election is to be made; (xii) whether the amount of
payments of principal of (and premium, if any) or interest on such Debt
Securities may be determined with reference to an index, formula or other
method (which index, formula or method may be based on one or more currencies,
commodities, equity indices or other indices) and the manner in which such
amount shall be determined; (xiii) whether the Debt Securities will be issued
in book-entry only form; (xiv) the identification or method of selection of any
interest rate calculation agents, exchange rate calculation agents or other
agents with respect to Debt Securities of such series; (xv) if either or both
of Section 14.02 (defeasance) or Section 14.03 (covenant defeasance) of the
applicable Indenture do not apply to the Debt Securities of the series; (xvi)
any provisions relating to the extension of maturity of, or the renewal of,
Debt Securities of such series; and (xvii) any other terms of the Debt
Securities of such series (which terms shall not be inconsistent with the
provisions of the applicable Indenture).
The ability of NationsBank to make payments of principal of (and premium,
if any, on) and any interest on the Debt Securities may be affected by the
ability of the Banks to pay dividends. The ability of the Banks, as well as of
the Corporation, to pay dividends in the future currently is, and could be
further, influenced by bank regulatory requirements and capital guidelines. See
"NATIONSBANK CORPORATION -- Supervision and Regulation."
Neither the Senior Indenture nor the Subordinated Indenture contains
provisions that would provide protection to holders of Debt Securities against
a decline in credit quality resulting from takeovers, recapitalizations, the
incurrence of additional indebtedness or similar restructurings by the
Corporation. If credit quality declines as a result of such an event, or
otherwise, the ratings of any Debt Securities then outstanding may be withdrawn
or downgraded.
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Conversion
The Debt Securities of any series may be convertible, at the option of the
holder or the Corporation, into Preferred Stock, Depositary Shares, Common
Stock or other Debt Securities if the Prospectus Supplement relating to such
series of Debt Securities so provides. In such case, such Prospectus Supplement
will set forth (i) the period(s) during which such conversion may be elected;
(ii) the conversion price payable and the number of shares or amount of
Preferred Stock, Depositary Shares, Common Stock or other Debt Securities
purchasable upon conversion, and adjustments thereto, if any, in certain
events; (iii) the procedures for electing such conversion; and (iv) all other
terms for such conversion (which terms shall not be inconsistent with the
provisions of the applicable Indenture).
Exchange, Registration and Transfer
At the option of the holder, subject to the terms of the applicable
Indenture, Debt Securities of any series (other than Debt Securities issued in
book-entry form) will be exchangeable for other Debt Securities of the same
series and of an equal aggregate principal amount and tenor of any authorized
denominations.
Debt Securities of a series may be presented for exchange as provided
above, and may be presented for registration of transfer (with the form of
transfer endorsed thereon duly executed), at the office of the Security
Registrar or at the office of any transfer agent of the Corporation designated
and maintained for such purpose with respect to such Debt Securities pursuant
to the terms of the applicable Indenture, as referred to in an applicable
Prospectus Supplement. Such transfer or exchange will be effected upon the
Security Registrar or transfer agent, as the case may be, being satisfied with
the documents of title and identity of the person making the request. No
service charge shall be made for any exchange or registration of transfer of
Debt Securities, but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith.
If a Prospectus Supplement refers to any transfer agents (in addition to
the Security Registrar) designated by the Corporation with respect to any
series of Debt Securities, the Corporation may at any time rescind the
designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that the Corporation will be
required to maintain a transfer agent in each place of payment for such series.
The Corporation may at any time designate additional transfer agents with
respect to any series of Debt Securities.
The Corporation shall not be required to (i) issue, exchange or register
the transfer of any Debt Security of any series to be redeemed for a period of
15 days next preceding any selection of such Debt Securities to be redeemed; or
(ii) exchange or register the transfer of any Debt Security so selected, called
or being called for redemption, except the unredeemed portion of any Debt
Security being redeemed in part.
For a discussion of restrictions on the exchange, registration and
transfer of Global Securities (hereinafter defined), see "REGISTRATION AND
SETTLEMENT."
Payment and Paying Agents
Unless otherwise indicated in an applicable Prospectus Supplement,
principal of (and premium, if any, on) and any interest on Debt Securities will
be payable, subject to any applicable laws and regulations, at the offices of
such paying agents as the Corporation may designate from time to time pursuant
to the applicable Indenture, except that, at the option of the Corporation,
payment of any interest may be made by check mailed to the address of the
person entitled thereto as such address shall appear in the Security Register.
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
interest on a Debt Security on any interest payment date generally will be made
to the person in whose name such Debt Security is registered at the close of
business on the regular record date for such interest payment date. For a
discussion of payment of principal and any premium or interest with respect to
Global Securities, see "REGISTRATION AND SETTLEMENT."
The Corporation initially has designated the principal corporate trust
offices of the Senior Trustee and the Subordinated Trustee in the City of New
York as the places where the Senior Debt Securities and Subordinated Debt
Securities, respectively, may be presented for payment. The Corporation may at
any time designate additional paying agents or rescind the designation of any
paying agent or approve a change in the
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office through which any paying agent acts. Any other paying agents designated
by the Corporation for the Debt Securities of each series will be named in an
applicable Prospectus Supplement.
Subordination
The Subordinated Debt Securities are subordinate and subject, to the
extent and in the manner set forth in the Subordinated Indenture, in right of
payment to the prior payment in full of all Senior Indebtedness of the
Corporation. "Senior Indebtedness" is defined by the Subordinated Indenture as
any indebtedness for money borrowed (including all indebtedness of the
Corporation for borrowed and purchased money of the Corporation, all
obligations of the Corporation arising from off-balance sheet guarantees by the
Corporation and direct credit substitutes, and obligations of the Corporation
associated with derivative products such as interest and foreign exchange rate
contracts and commodity contracts) that is outstanding on the date of execution
of the Subordinated Indenture, or is thereafter created, incurred or assumed,
for the payment of which the Corporation is at the time of determination
responsible or liable as obligor, guarantor or otherwise, and all deferrals,
renewals, extensions and refundings of any such indebtedness or obligations,
other than the Subordinated Debt Securities or any other indebtedness as to
which, in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it is provided that such indebtedness is subordinate
in right of payment to any other indebtedness of the Corporation. The
Prospectus Supplement relating to each series of Subordinated Debt Securities
will set forth the aggregate amount of then outstanding Senior Indebtedness of
the Corporation and any limitation on the issuance of additional Senior
Indebtedness.
No payment on account of principal of (and premium, if any, on) or any
interest on the Subordinated Debt Securities shall be made, and no Subordinated
Debt Securities shall be purchased, either directly or indirectly, by the
Corporation or any of its subsidiaries, if any default or event of default with
respect to any Senior Indebtedness shall have occurred and be continuing and
the Corporation and the Subordinated Trustee shall have received written notice
thereof from the holders of at least 10% in principal amount of any kind or
category of any Senior Indebtedness (or the representative or representatives
of such holders) or the Subordinated Trustee shall have received written notice
thereof from the Corporation.
In the event that any Subordinated Debt Security is declared due and
payable before the date specified therein as the fixed date on which the
principal thereof is due and payable pursuant to the Subordinated Indenture, or
upon any payment or distribution of assets of the Corporation of any kind or
character to creditors upon any dissolution or winding up or total or partial
liquidation or reorganization of the Corporation, all principal of (and
premium, if any, on) and any interest due or to become due upon all Senior
Indebtedness shall first be paid in full before the holders of the Subordinated
Debt Securities (the "Subordinated Debt Holders"), or the Subordinated Trustee,
shall be entitled to retain any assets (other than shares of stock of the
Corporation as reorganized or readjusted or securities of the Corporation or
any other corporation provided for by a plan of reorganization or readjustment,
the payment of which is subordinated, at least to the same extent as the
Subordinated Debt Securities, to the payment of all Senior Indebtedness which
may at the time be outstanding, provided that the rights of the holders of the
Senior Indebtedness are not altered by such reorganization or readjustment), so
paid or distributed in respect of the Subordinated Debt Securities (for
principal or interest, if any). Upon such dissolution or winding up or
liquidation or reorganization, any payment or distribution of assets of the
Corporation of any kind or character, whether in cash, property or securities
(other than shares of stock of the Corporation as reorganized or readjusted or
securities of the Corporation or any other corporation provided for by a plan
of reorganization or readjustment, the payment of which is subordinated, at
least to the same extent as the Subordinated Debt Securities, to the payment of
all Senior Indebtedness which may at the time be outstanding, provided that the
rights of the holders of the Senior Indebtedness are not altered by such
reorganization or readjustment), to which the Subordinated Debt Holders or the
Subordinated Trustee would be entitled, except for the subordination provisions
of the Subordinated Indenture, shall be paid by the Corporation or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, or by the Subordinated Debt Holders or the
Subordinated Trustee if received by them or it, directly to the holders of the
Senior Indebtedness (pro rata to each such holder on the basis of the
respective amounts of Senior Indebtedness held by such holder) or their
representatives, to the extent necessary to pay all Senior Indebtedness in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Indebtedness, before any payment or distribution is made
to the Subordinated Debt Holders or to the Subordinated Trustee.
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Subject to the payment in full of all Senior Indebtedness, the
Subordinated Debt Holders shall be subrogated (equally and ratably with the
holders of all indebtedness of the Corporation which, by its express terms,
ranks on a parity with the Subordinated Debt Securities and is entitled to like
rights of subrogation) to the rights of the holders of Senior Indebtedness to
receive payments or distributions of assets of the Corporation applicable to
the Senior Indebtedness until the Subordinated Debt Securities shall be paid in
full.
Sale or Issuance of Capital Stock of Banks
The Senior Indenture prohibits the issuance, sale or other disposition of
capital stock, or securities convertible into or options, warrants or rights to
acquire capital stock, of any Principal Subsidiary Bank (as defined below) or
of any subsidiary which owns shares of capital stock, or securities convertible
into or options, warrants or rights to acquire capital stock, of any Principal
Subsidiary Bank, with the following exceptions: (a) sales of directors'
qualifying shares; (b) sales or other dispositions for fair market value, if,
after giving effect to such disposition and to conversion of any shares or
securities convertible into capital stock of a Principal Subsidiary Bank, the
Corporation would own directly or indirectly not less than 80% of each class of
the capital stock of such Principal Subsidiary Bank (or any successor
corporation thereto); (c) sales or other dispositions made in compliance with
an order of a court or regulatory authority of competent jurisdiction; (d) any
sale by a Principal Subsidiary Bank (or any successor corporation thereto) of
additional shares of its capital stock to its shareholders at any price, so
long as (i) prior to such sale the Corporation owns, directly or indirectly,
shares of the same class and (ii) immediately after such sale, the Corporation
owns, directly or indirectly, at least as great a percentage of each class of
capital stock of such Principal Subsidiary Bank as it owned prior to such sale
of additional shares; (e) any sale by a Principal Subsidiary Bank (or any
successor corporation thereto) of additional securities convertible into shares
of its capital stock to its shareholders at any price, so long as (i) prior to
such sale the Corporation owns, directly or indirectly, securities of the same
class and (ii) immediately after such sale the Corporation owns, directly or
indirectly, at least as great a percentage of each class of such securities
convertible into shares of capital stock of such Principal Subsidiary Bank as
it owned prior to such sale of additional securities; (f) any sale by a
Principal Subsidiary Bank (or any successor corporation thereto) of additional
options, warrants or rights to subscribe for or purchase shares of its capital
stock to its shareholders at any price, so long as (i) prior to such sale the
Corporation owns, directly or indirectly, options, warrants or rights, as the
case may be, of the same class and (ii) immediately after such sale, the
Corporation owns, directly or indirectly, at least as great a percentage of
each class of such options, warrants or rights, as the case may be, to
subscribe for or purchase shares of capital stock of such Principal Subsidiary
Bank as it owned prior to such sale of additional options, warrants or rights;
or (g) any issuance of shares of capital stock, or securities convertible into
or options, warrants or rights to subscribe for or purchase shares of capital
stock, of a Principal Subsidiary Bank or any subsidiary which owns shares of
capital stock, or securities convertible into or options, warrants or rights to
acquire capital stock, of any Principal Subsidiary Bank, to the Corporation or
a wholly owned subsidiary of the Corporation.
A Principal Subsidiary Bank is defined in the Senior Indenture as any Bank
(other than NationsBank of Delaware, National Association) with total assets
equal to more than 10% of the Corporation's total consolidated assets.
Waiver of Covenants
Under the terms of either Indenture, compliance with certain covenants or
conditions of such Indenture may be waived by the holders of a majority in
principal amount of the Debt Securities of all series to be affected thereby
and at the time outstanding under that Indenture (including, in the case of
holders of Senior Debt Securities, the covenant described above).
Modification of the Indentures
Each Indenture contains provisions permitting the Corporation and the
applicable Trustee to modify such Indenture or the rights of the holders of
Debt Securities thereunder, with the consent of the holders of not less than
66 2/3% in aggregate principal amount of the Debt Securities of all series at
the time outstanding under that Indenture and to be affected thereby (voting as
one class), except that no such modification shall (a) extend the fixed
maturity of, reduce the principal amount or redemption premium, if any, of, or
reduce the rate of or extend the time of payment of interest on, any Debt
Security without the consent of the
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holder of each security so affected, or (b) reduce the aforesaid percentage of
Debt Securities, the consent of holders of which is required for any such
modification, without the consent of the holders of all Debt Securities then
outstanding under that Indenture. Each Indenture also provides that the
Corporation and the respective Trustee may, from time to time, execute
supplemental indentures in certain limited circumstances without the consent of
any holders of outstanding Debt Securities.
Each Indenture provides that in determining whether the holders of the
requisite principal amount of the Debt Securities outstanding have given any
request, demand, authorization, direction, notice, consent or waiver
thereunder, (i) the principal amount of an Original Issue Discount Security
that shall be deemed to be outstanding shall be the amount of the principal
thereof that would be due and payable at such time upon an event of default,
and (ii) the principal amount of a Debt Security denominated in a foreign
currency or currency unit shall be the U.S. dollar equivalent on the date of
original issuance of such Debt Security.
Meetings and Action by Securityholders
Each Indenture contains provisions for convening meetings of the holders
of Debt Securities for certain purposes. A meeting may be called at any time by
the Trustee in its discretion and shall be called by the Trustee upon request
by the Corporation or the holders of at least 10% in aggregate principal amount
of the Debt Securities outstanding of such series, in any case upon notice
given in accordance with "Notices" below. Any resolution passed or decision
taken at any meeting of holders of Debt Securities of any series duly held in
accordance with the applicable Indenture, or such other action taken in
accordance with the terms of the applicable Indenture, will be binding on all
holders of Debt Securities of that series.
Defaults and Rights of Acceleration
An Event of Default is defined in the Subordinated Indenture generally as
bankruptcy of the Corporation under Federal bankruptcy laws. An Event of
Default is defined in the Senior Indenture generally as (i) the Corporation's
failure to pay principal (or premium, if any) when due on any securities of a
series; (ii) the Corporation's failure to pay interest on any securities of a
series, within 30 days after the same becomes due; (iii) the Corporation's
breach of any of its other covenants contained in the Senior Debt Securities or
the Senior Indenture, which breach is not cured within 90 days after written
notice to the Corporation by the Senior Trustee, or to the Corporation and the
Senior Trustee by the holders of at least 25% in principal amount of all Senior
Debt Securities then outstanding under the Senior Indenture and affected
thereby; and (iv) certain events involving the bankruptcy, insolvency or
liquidation of the Corporation.
Each Indenture provides that if an Event of Default under the respective
Indenture occurs and is continuing, either the respective Trustee or the
holders of 25% in principal amount (or, if any such Debt Securities are
Original Issue Discount Debt Securities, such lesser amounts as may be
described in an applicable Prospectus Supplement) of the Debt Securities then
outstanding under that Indenture (or, with respect to an Event of Default under
the Senior Indenture due to a default in the payment of principal (or premium,
if any) or interest or performance of any other covenant, the outstanding Debt
Securities of all series affected by such default) may declare the principal
amount of all of such Debt Securities to be due and payable immediately.
Payment of principal of the Subordinated Debt Securities may not be accelerated
in the case of a default in the payment of principal (or premium, if any) or
interest or the performance of any other covenant of the Corporation. Upon
certain conditions a declaration of an Event of Default may be annulled and
past defaults may be waived by the holders of a majority in principal amount of
the Debt Securities then outstanding (or of such series affected, as the case
may be).
Collection of Indebtedness, etc.
Each Indenture also provides that in the event of a failure by the
Corporation to make payment of principal of (and premium, if any, on) or any
interest on the Debt Securities (and, in the case of payment of interest, such
failure to pay shall have continued for 30 days) and upon the demand of the
respective Trustee, the Corporation will pay to such Trustee, for the benefit
of the holders of the Debt Securities, the amount then due and payable on the
Debt Securities for principal and interest, with interest on the overdue
principal and, to the extent payment of interest shall be legally enforceable,
upon overdue installments of interest at the rate borne by the Debt Securities.
Each Indenture further provides that if the Corporation fails to pay such
amount forthwith upon such demand, the respective Trustee may, among other
things, institute a judicial
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proceeding for the collection thereof. However, each Indenture provides that
notwithstanding any other provision of the Indenture, the holder of any Debt
Security shall have the right to institute suit for the enforcement of any
payment of principal of (and premium, if any, on) and any interest on such Debt
Security on the respective stated maturities expressed in such Debt Security
and that such right shall not be impaired without the consent of such holder.
The holders of a majority in principal amount of the Debt Securities then
outstanding under an Indenture shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
under that Indenture, provided that the holders shall have offered to the
Trustee reasonable indemnity against expenses and liabilities. Each Indenture
requires the annual filing by the Corporation with the respective Trustee of a
certificate as to the absence of default and as to compliance with the terms of
that Indenture.
Notices
Except as otherwise provided in the applicable Indenture, notices to
holders of Debt Securities will be given by first-class mail to the addresses
of such holders as they appear in the Security Register.
Concerning the Trustees
The Corporation and the Banks have from time to time maintained deposit
accounts and conducted other banking transactions with The Bank of New York and
U.S. Bank Trust National Association, and their affiliated entities in the
ordinary course of business. Each of the Trustees also serves as trustee for
certain series of the Corporation's outstanding indebtedness under other
indentures.
DESCRIPTION OF WARRANTS
The Corporation may issue, together with Debt Securities or separately,
Debt Warrants for the purchase of Debt Securities on terms to be determined at
the time of issuance. The Corporation may also issue Universal Warrants to
purchase or sell (i) securities of an entity unaffiliated with the Corporation,
a basket of such securities, an index or indices of such securities or any
combination of the above, (ii) currencies or currency units or (iii)
commodities, on terms to be determined at the time of sale. The Corporation may
satisfy its obligations, if any, with respect to any Universal Warrants by
delivering the underlying securities, currencies or commodities or, in the case
of underlying securities or commodities, the cash value thereof, as set forth
in the applicable Prospectus Supplement. Warrants may be offered separately or
together with one or more additional Warrants or Debt Securities or any
combination thereof in the form of Units, as set forth in the applicable
Prospectus Supplement. If Warrants are issued as part of a Unit, the
accompanying Prospectus Supplement will specify whether such Warrants may be
separated from the other Securities in such Unit prior to the Warrants'
expiration date.
The Warrants are to be issued under one or more Warrant Agreements (each,
a "Warrant Agreement") to be entered into between the Corporation and a bank or
trust company, as Warrant Agent (the "Warrant Agent"), and may be issued in one
or more series, all as shall be set forth in the Prospectus Supplement relating
thereto. The forms of Warrant Agreement for the Warrants are filed as exhibits
to the Registration Statement of which this Prospectus is a part. The following
summaries of certain provisions of the applicable Warrant Agreement and the
Warrants do not purport to be complete and such summaries are subject to the
detailed provisions of such Warrant Agreement to which reference is hereby made
for a full description of such provisions, including the definition of certain
terms used herein, and for other information regarding the Warrants. Wherever
particular provisions of the Warrant Agreement are referred to, such provisions
are incorporated by reference as a part of the statements made, and the
statements are qualified in their entirety by such reference.
General
The particular terms of each series of Warrants to be offered and sold
will be described in the Prospectus Supplement relating to such series of
Warrants, including: (i) the specific designation and aggregate number of and
the price at which the Warrants will be issued; (ii) the currency or currency
unit for which the Warrants may be purchased; (iii) the date on which the right
to exercise the Warrants shall commence
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and the date (the "Warrant Expiration Date") on which such right shall expire
or, if the Warrants are not continuously exercisable throughout such period,
the specific date or dates on which they will be exercisable (each, a "Warrant
Exercise Date," which term shall also mean, with respect to Warrants
continuously exercisable for a period of time, every date during such period);
(iv) whether any Warrants will be issued in global or definitive form or both;
(v) any applicable United States federal income tax consequences; (vi) the
identity of the Warrant Agent in respect of the Warrants and of any other
depositaries, execution or paying agents, transfer agents, registrars or
determination or other agents; (vii) the proposed listing, if any, of the
Warrants or the securities purchasable upon exercise thereof on any securities
exchange; (viii) whether the Warrants are to be sold separately or with other
Securities as part of Units; and (ix) any other terms of the Warrants.
The particular terms of each series of Debt Warrants will be described in
the Prospectus Supplement relating to such series of Debt Warrants, including:
(i) the designation, aggregate principal amount, currency or composite currency
unit and terms of the Debt Securities that may be purchased upon exercise of
the Warrants, (ii) if applicable, the designation and terms of the Debt
Securities with which the Warrants are issued and the number of the Debt
Warrants issued with each of such Debt Securities, (iii) if applicable, the
date on and after which the Securities and the related Debt Securities will be
separately transferable and (iv) the principal amount of Debt Securities
purchasable upon exercise of each Debt Warrant, the price at which and the
currency or currency unit in which such principal amount of Debt Securities may
be purchased upon such exercise and the method of such exercise.
The particular terms of each series of Universal Warrants will be
described in the Prospectus Supplement relating to such series of Universal
Warrants, including: (i) whether such Universal Warrants are put Warrants or
call Warrants; (ii) (a) the specific security, basket of securities, index or
indices of securities or combination of the above, (b) currencies or currency
units or (c) commodities (and, in each case, the amount thereof or the method
for determining the same) purchasable or saleable upon exercise of each
Universal Warrant; (iii) the price at which and the currency or currency unit
with which such underlying securities, currencies or commodities may be
purchased or sold upon such exercise (or the method of determining the same);
(iv) whether such exercise price may be paid in cash, by the exchange of any
other Security offered with such Universal Warrants or both and the method of
such exercise; and (v) whether the exercise of such Universal Warrants is to be
settled in cash or by delivery of the underlying securities or commodities or
both.
Warrants of each series will be evidenced by Warrant certificates
("Warrant Certificates") in registered form, which may be global Warrants or
definitive Warrants, as specified in the applicable Prospectus Supplement.
At the option of the holder upon request confirmed in writing, and subject
to the terms of the applicable Warrant Agreement, Warrants in definitive form
may be presented for exchange and for registration of transfer (with the form
of transfer endorsed thereon duly executed) at the corporate trust office of
the Warrant Agent for such series of Warrants (or any other office indicated in
the Prospectus Supplement relating to such series of Warrants) without service
charge and upon payment of any taxes and other governmental charges as
described in such Warrant Agreement. Such transfer or exchange will be effected
only if the Warrant Agent for such series of Warrants is satisfied with the
documents of title and identity of the person making the request.
Modifications
Each Warrant Agreement and the terms of the Warrants and the Warrant
Certificates may be amended by the Corporation and the Warrant Agent, without
the consent of the holders, for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective or inconsistent provision
therein or in any other manner which the Corporation may deem necessary or
desirable and which will not adversely affect the interests of the affected
holders in any material respect.
The Corporation and any Warrant Agent may also modify or amend the Warrant
Agreement between them and the terms of the Warrants issued thereunder, with
the consent of the owners of not less than a majority in number of the then
outstanding unexercised Warrants affected, provided that no such modification
or amendment that changes the exercise price of the Warrants, reduces the
amount receivable upon exercise, cancellation or expiration, shortens the
period of time during which the Warrants may be exercised
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or otherwise materially and adversely affects the rights of the owners of the
Warrants or reduces the percentage of outstanding Warrants, the consent of
whose owners is required for modification or amendment of the applicable
Warrant Agreement or the terms of the Warrants issued thereunder, may be made
without the consent of the owners affected thereby.
Enforceability of Rights of Warrantholders; Governing Law
The Warrant Agents will act solely as agents of the Corporation in
connection with the Warrant Certificates and will not assume any obligation or
relationship of agency or trust for or with any holders of Warrant Certificates
or beneficial owners of Warrants. Any holder of Warrant Certificates and any
beneficial owner of Warrants may, without the consent of the Warrant Agent, any
other holder or beneficial owner, the relevant Trustee, the holder of any Debt
Securities or other securities issuable upon exercise of Warrants or, if
applicable, the Euroclear Operator (as defined below) enforce by appropriate
legal action, on its own behalf, its right to exercise the Warrants evidenced
by such Warrant Certificates, in the manner provided therein and in the
applicable Warrant Agreement. No holder of any Warrant Certificate or
beneficial owner of any Warrants shall be entitled to any of the rights of a
holder of the Debt Securities or other securities purchasable upon exercise of
such Warrants, including, without limitation, the right to receive the payment
of dividends, principal of or premium, if any, or interest, if any, on such
Debt Securities or other securities or to enforce any of the covenants or
rights in the relevant Indenture or any other similar agreement. The Warrants
and each Warrant Agreement will be governed by, and construed in accordance
with, the laws of the State of New York.
Unsecured Obligations of the Corporation
The Warrants are unsecured contractual obligations of the Corporation and
will rank pari passu with the Corporation's other unsecured contractual
obligations and with the Corporation's unsecured and unsubordinated debt. Most
of the assets of the Corporation are owned by its subsidiaries. Therefore, the
Corporation's rights and the rights of its creditors, including Warrantholders,
to participate in the distribution of assets of any subsidiary upon such
subsidiary's liquidation or recapitalization will be subject to the prior
claims of such subsidiary's creditors, except to the extent that the
Corporation may itself be a creditor with recognized claims against the
subsidiary. The ability of the Corporation to meet its obligations under the
Warrants may be affected by the ability of the Banks to pay dividends. The
ability of the Banks, as well as the Corporation, to pay dividends in the
future currently is, and could be further, influenced by bank regulatory
requirements and capital guidelines. See "NATIONSBANK CORPORATION --
Supervision and Regulation."
DESCRIPTION OF UNITS
As specified in the applicable Prospectus Supplement, Units will consist
of one or more Warrants and Debt Securities or any combination thereof. The
particular terms of each series of Units will be described in the Prospectus
Supplement relating to such series of Units, including: (i) all terms of Units
and of the Warrants and Debt Securities, or any combination thereof, comprising
such Units, including whether and under what circumstances the Securities
comprising such Units may or may not be traded separately, (ii) a description
of the terms of any agreement (a "Unit Agreement") to be entered into between
the Corporation and a bank or trust company as Unit Agent (the "Unit Agent")
governing the Units and (iii) a description of the provisions for the payment,
settlement, transfer or exchange of the Units.
REGISTRATION AND SETTLEMENT
DTC
If so specified in an applicable Prospectus Supplement, all or any portion
of the Securities of a series may be issued in book-entry form represented by
one or more global Securities in registered form (each, a "Global Security").
Unless otherwise specified in such Prospectus Supplement, each such Global
Security will be held through The Depository Trust Company ("DTC"), as
depositary, and will be registered in the name of Cede & Co., as nominee of
DTC. Accordingly, Cede & Co. is expected to be the holder of record of the
Securities.
Under the book-entry system of DTC, purchases of Securities of a series
represented by a Global Security must be made by or through persons that have
accounts with DTC ("DTC Participants") or persons that may hold interests
through DTC Participants ("Indirect Participants"). Upon the issuance and
deposit of a
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Global Security, DTC will credit, on its book-entry registration and transfer
system, the respective principal amounts of the individual Securities
represented by such Global Security to the accounts of DTC Participants. The
accounts to be credited will be designated by the underwriters or agents of
such Securities (or by the Corporation, if such Securities are offered and sold
directly by the Corporation). The ownership of beneficial interests in such
Global Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by DTC (with respect to interests of
DTC Participants) and the records of DTC Participants (with respect to
interests of Indirect Participants) and Indirect Participants. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in certificated form. Such limits and laws may
impair the ability to own, transfer or pledge beneficial interests in a Global
Security.
So long as DTC or its nominee is the registered holder of a Global
Security, DTC or its nominee, as applicable, will be considered the sole owner
or holder of the Securities represented by such Global Security for all
purposes under the applicable Indenture, Warrant Agreement or Unit Agreement.
Except as provided below, owners of beneficial interests in a Global Security
will not be entitled to have Securities registered in their names, will not
receive or be entitled to receive physical delivery of such Securities in
certificated form and will not be considered the owners or holders thereof
under the applicable Indenture, Warrant Agreement or Unit Agreement.
Accordingly, in order to exercise any rights of a holder of the Securities
under the applicable Indenture, Warrant Agreement or Unit Agreement, each
person owning a beneficial interest in the Global Security representing such
Securities must rely on the procedures of DTC or, if such person is not a DTC
Participant, on the procedures of the DTC Participant and, if applicable, the
Indirect Participant, through which such person owns its interest.
So long as DTC or its nominee is the registered holder of a Global
Security, Securities of the series represented by such Global Security will
trade in DTC's Same Day Fund Settlement System, and secondary market trading
activity in such Securities will therefore be required by DTC to settle in
immediately available funds. No assurance can be given as to the effect, if
any, of settlement in immediately available funds on trading activity in such
Securities.
Except as otherwise provided herein, DTC or its nominee, as applicable, as
the registered holder of a Global Security shall be the only person entitled to
receive payments from the Corporation with respect to Securities of the series
represented by such Global Security. Accordingly, payments of principal of (and
premium, if any, on) and any interest on individual Debt Securities, and any
payments to holders with respect to Warrants or Units of the series represented
by such a Global Security will be made by the Corporation only to DTC or its
nominee, as applicable. DTC has advised the Corporation that it is DTC's
practice to credit DTC Participants' accounts on the payment date in accordance
with their respective holdings with respect to a Global Security as shown on
DTC's records, unless DTC has reason to believe that it will not receive
payment on such date. Payments by DTC Participants to beneficial owners are
governed by standing instructions and customary practices, as is the case with
securities held in "street name." Such instructions will be the responsibility
of such DTC Participant and not of DTC, the Corporation or any underwriter or
agent for the Securities of the series represented by such Global Security,
subject to any statutory or regulatory requirements as may be in effect from
time to time. The Corporation will in every case be discharged by payment to,
or to the order of, DTC or its nominee, as applicable, as the registered holder
of such Global Security, of the amount so paid. Each of the persons shown in
the records of DTC or its nominee as an owner of a beneficial interest in such
Global Security must look solely to DTC or its nominee, as the case may be, for
its share of any such payment so made by the Corporation. Neither the
Corporation, the Trustees, the Warrant Agents, the Unit Agents or any other
agent of the Corporation, agent of the Trustees or agent of the Warrant Agents
or Unit Agents will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial interests in the
Global Security representing such Securities or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
DTC has advised the Corporation as follows: DTC is a limited-purpose trust
company organized under New York law, a "banking organization" within the
meaning of New York law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the Uniform Commercial Code as in effect in
the State of New York and a "clearing agency" registered pursuant to the
provisions of Section 17A of the 1934 Act. DTC was created to hold securities
deposited by DTC Participants and to facilitate the clearance
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and settlement of securities transactions among DTC Participants in such
securities through electronic computerized book-entry changes in accounts of
the DTC Participants, thereby eliminating the need for physical movement of
securities certificates. Direct Participants in DTC include securities brokers
and dealers, banks (including certain subsidiaries of the Corporation), trust
companies, clearing corporations and certain other organizations, some of whom
(and/or their representatives) have ownership interests in DTC. DTC is owned by
a number of its Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the NASD. Access to DTC's book-entry system
is also available to Indirect Participants, such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
DTC Participant, either directly or indirectly. The rules applicable to DTC and
DTC Participants are on file with the Commission.
To facilitate subsequent transfers, all securities deposited with DTC are
registered in the name of DTC's partnership nominee, Cede & Co. The deposit of
securities with DTC and their registration in the name of Cede & Co. effect no
change in beneficial ownership. DTC has no knowledge of the actual beneficial
owners of securities deposited with it; DTC's records reflect only the identity
of the DTC Participants to whose accounts such securities are credited, which
may or may not be the beneficial owners. The DTC Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to DTC Participants, by
DTC Participants to Indirect Participants, and by DTC Participants and Indirect
Participants to beneficial owners, will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Neither DTC nor Cede & Co. will consent or vote with respect to
securities held by DTC. Under its usual procedures, DTC mails an omnibus proxy
to an issuer as soon as possible after the record date. The omnibus proxy
assigns Cede & Co.'s consenting or voting rights to those DTC Participants to
whose accounts the securities are credited on the record date (identified in a
listing attached to the omnibus proxy).
DTC can act only on behalf of DTC Participants, who in turn act on behalf
of Indirect Participants. Owners of beneficial interests in a Global Security
that are not DTC Participants or Indirect Participants but desire to purchase,
sell or otherwise transfer ownership of such interests may do so only through
DTC Participants and Indirect Participants. In addition, the ability of owners
of beneficial interests in a Global Security to pledge such interests to
persons or entities that do not participate in the DTC system may be limited
due to the lack of certificates for the Debt Securities of the series
represented by such Global Security.
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of beneficial interests in Global Securities among DTC Participants,
it is under no obligation to perform or continue to perform such procedures,
and such procedures may be discontinued at any time.
If DTC is at any time unwilling, unable or ineligible to continue as a
depositary with respect to Securities of a particular series and a successor
depositary is not appointed by the Corporation within 90 days, the Corporation
will issue Securities of the series in certificated form in exchange for
beneficial interests in the Global Security representing such Securities. In
addition, the Corporation may at any time determine not to have Securities of a
series represented by Global Securities and, in such event, will issue
Securities of the series in certificated form in exchange for beneficial
interests in the Global Security representing such Securities. Any Securities
issued in certificated form in exchange for such beneficial interests in the
Global Security will be registered in such name or names as DTC shall instruct
the relevant Trustee, Warrant Agent, Unit Agent or other relevant agent of the
Corporation, the Trustees, the Warrant Agents or the Unit Agents. It is
expected that such instructions will be based upon directions received by DTC
from participants with respect to ownership of beneficial interests in such
Global Security.
Cedel Bank and Euroclear
If so specified in the applicable Prospectus Supplement, Securities of a
series to be issued in book-entry form and to be sold or traded outside the
United States may be represented by one or more Global Securities held through
Cedel Bank, societe anonyme ("Cedel Bank") or Morgan Guaranty Trust Company of
New York, Brussels office, as operator of the Euroclear System (the "Euroclear
Operator" or "Euroclear"). Cedel Bank and Euroclear will hold omnibus positions
on behalf of Cedel Bank Participants and Euroclear Participants (each as
defined herein), respectively, on the books of their respective depositaries
(each, a "Depositary"), which in turn will hold such positions in customers'
securities accounts in the Depositaries' names on the books of DTC.
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Transfers between Cedel Bank Participants and Euroclear Participants will
occur in the ordinary way in accordance with their applicable rules and
operating procedures. Cross-market transfers between persons holding directly
or indirectly through DTC in the United States, on the one hand, and directly
or indirectly through Cedel Bank Participants or Euroclear Participants, on the
other, will be effected by DTC in accordance with DTC rules on behalf of the
relevant European international clearing system by its Depositary; however,
cross-market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to its
Depositary to take action to effect final settlement on its behalf by
delivering or receiving securities in DTC, and making or receiving in
accordance with normal procedures for same-day funds settlement applicable to
DTC. Cedel Bank Participants and Euroclear Participants may not deliver
instructions directly to the Depositaries.
Because of time-zone differences, credits for securities in Cedel Bank or
Euroclear as a result of a transaction with a DTC Participant will be made
during the subsequent securities settlement processing, and will be dated the
business day following the DTC settlement date, and such credits or any
transactions in such securities settled during such processing will be reported
to the relevant Cedel Bank Participant or Euroclear Participant on such
business day. Cash received in Cedel Bank or Euroclear as a result of sales of
securities by or through a Cedel Bank Participant or a Euroclear Participant to
a DTC Participant will be received with value on the DTC settlement date but
will be available in the relevant Cedel Bank or Euroclear cash account only as
of the business day following settlement in DTC.
Cedel Bank is incorporated under the laws of Luxembourg as a professional
depository. Cedel Bank holds securities for its participating organizations
("Cedel Bank Participants") and facilitates the clearance and settlement of
securities transactions between Cedel Bank Participants through electronic
book-entry changes in accounts of Cedel Bank Participants, thereby eliminating
the need for physical movement of certificates. Transactions may be settled by
Cedel Bank in any of 28 currencies, including United States dollars. Cedel Bank
provides to its Cedel Bank Participants, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Cedel Bank interfaces with
domestic markets in several countries. As a professional depository, Cedel Bank
is subject to regulation by the Luxembourg Monetary Institute. Cedel Bank
Participants consist of recognized financial institutions around the world,
including underwriters, securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations and may include the
underwriters or agents with respect to a particular series of Securities.
Indirect access to Cedel Bank is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Cedel Bank Participant, either directly or indirectly.
The Euroclear System (the "Euroclear System") was created in 1968 to hold
securities for participants of the Euroclear System ("Euroclear Participants")
and to clear and settle transactions between Euroclear Participants through
simultaneous electronic book-entry delivery against payment, thereby
eliminating the need for physical movement of certificates and any risk from
lack of simultaneous transfers of securities and cash. Transactions now may be
settled by Euroclear in any of 32 currencies, including United States dollars.
The Euroclear System includes various other services, including securities
lending and borrowing and interfaces with domestic markets in several countries
generally similar to the arrangements for cross-market transfers with DTC
described above. The Euroclear System is operated by the Euroclear Operator,
under contract with Euroclear Clearance System, S.C., a Belgian cooperative
corporation (the "Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the Cooperative. The
Cooperative establishes policy for the Euroclear System on behalf of Euroclear
Participants. Euroclear Participants include banks (including central banks),
securities brokers and dealers and other professional financial intermediaries
and may include the underwriters or agents with respect to a particular series
of Securities. Indirect access to the Euroclear System is also available to
other firms that clear through or maintain a custodial relationship with a
Euroclear Participant, either directly or indirectly.
The Euroclear Operator is the Brussels branch of a New York banking
corporation that is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Federal Reserve Board and the New York State
Banking Department, as well as the Belgian Banking Commission.
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Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System and applicable
Belgian law (collectively, the "Terms and Conditions"). The Terms and
Conditions govern transfers of securities and cash within the Euroclear System,
withdrawal of securities and cash from the Euroclear System and receipts of
payments with respect to securities in the Euroclear System. All securities in
the Euroclear System are held on a fungible basis without attribution of
specific certificates to specific securities clearance accounts. The Euroclear
Operator acts under the Terms and Conditions only on behalf of Euroclear
Participants and has no record of or relations with persons holding through
Euroclear Participants.
Distributions with respect to Securities of a series held through Cedel
Bank or Euroclear will be credited to the cash accounts of Cedel Bank
Participants or Euroclear Participants in accordance with the relevant system's
rules and procedures, to the extent received by its respective Depositary. Such
distributions will be subject to tax reporting in accordance with relevant
United States tax laws and regulations. The applicable Prospectus Supplement
with respect to a series of Debt Securities held through Cedel Bank or
Euroclear will set forth certain income tax consequences to foreign investors.
Cedel Bank or the Euroclear Operator, as the case may be, will take any other
action permitted to be taken by a holder of Securities under the applicable
Indenture, Warrant Agreement or Unit Agreement on behalf of a Cedel Bank
Participant or a Euroclear Participant only in accordance with its relevant
rules and procedures and subject to its respective Depositary's ability to
effect such actions on its behalf through DTC.
Although Cedel Bank and Euroclear have agreed to the foregoing procedures
in order to facilitate transfers of applicable Securities among participants of
DTC, Cedel Bank and Euroclear, they are under no obligation to perform or
continue to perform such procedures, and such procedures may be discontinued at
any time.
LEGAL OPINIONS
The legality of the Securities will be passed upon for the Corporation by
Smith Helms Mulliss & Moore, L.L.P., Charlotte, North Carolina, and for the
underwriters or agents by Stroock & Stroock & Lavan LLP, New York, New York. As
of the date of this Prospectus, certain members of Smith Helms Mulliss & Moore,
L.L.P. beneficially own approximately 160,000 shares of the Corporation's
Common Stock.
EXPERTS
The consolidated financial statements of the Corporation incorporated in
this Prospectus by reference to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1997 and the Corporation's Current Report on
Form 8-K filed April 16, 1998, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
The consolidated financial statements of BankAmerica Corporation at
December 31, 1997 and 1996, and for the three years ended December 31, 1997,
incorporated herein by reference from the Corporation's Current Report on Form
8-K filed 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), have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated herein
in reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
21
<PAGE>
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- --------------------------------------------------------------------------------
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offering made hereby and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Corporation, NationsBanc Montgomery Securities LLC or any
other affiliate of the Corporation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create an implication
that there has been no change in the affairs of the Corporation since the date
hereof. This Prospectus does not constitute an offer or solicitation by anyone
in any state in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation. This
Prospectus and related Prospectus Supplements may be used by NationsBanc
Montgomery Securities LLC, a broker-dealer and a direct wholly owned subsidiary
of the Corporation or any other affiliates of the Corporation in connection
with offers and sales related to secondary market transactions.
--------------------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Prospectus Page
-
Incorporation of Certain Documents
by Reference ............................. 2
Available Information ....................... 2
NationsBank Corporation ..................... 3
Use of Proceeds ............................. 6
Ratios of Earnings to Fixed Charges ......... 7
Plan of Distribution ........................ 7
Description of Debt Securities .............. 9
Description of Warrants ..................... 15
Description of Units ........................ 17
Registration and Settlement ................. 17
Legal Opinions .............................. 21
Experts ..................................... 21
</TABLE>
$10,000,000,000
NationsBank(R)
Debt Securities
Warrants
Units
-----------------------------------
PROSPECTUS
-----------------------------------
, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
(A redherring appears on this page. Text follows.)
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any State.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED , 1998
PROSPECTUS [EQUITY]
NationsBank(R)
Preferred Stock
Depositary Shares
Common Stock
---------------
NationsBank Corporation ("NationsBank" or the "Corporation") may offer
from time to time shares of its preferred stock (the "Preferred Stock"), which
may be represented by depositary shares (the "Depositary Shares"), and shares
of its common stock (the "Common Stock" and, together with the Preferred Stock
and the Depositary Shares, the "Securities"). NationsBank may sell up to
$10,000,000,000 in aggregate initial offering price of the Securities, which
may be offered, separately or together, in one or more series, in amounts, at
prices and on terms to be determined at the time of sale and set forth in one
or more supplements to this Prospectus (a "Prospectus Supplement"). Pursuant to
the terms of the Registration Statement of which this Prospectus constitutes a
part, NationsBank may also offer and sell its unsecured debt securities (which
may be either senior or subordinated), warrants or units (collectively, the
"Debt Securities"). Any such Debt Securities will be offered and issued
pursuant to the terms of a separate Prospectus contained in such Registration
Statement. The aggregate amount of Securities that may be offered and sold
pursuant hereto is subject to reduction as the result of the sale of any Debt
Securities pursuant to such separate Prospectus or at the Corporation's
discretion.
The specific terms of any Securities offered pursuant to this Prospectus
will be set forth in a Prospectus Supplement. Such terms will include: (a) in
the case of any series of Preferred Stock, the specific designation, the
aggregate number of shares offered, the dividend rate or method of calculation,
the dividend period and dividend payment dates, whether such dividends will be
cumulative or noncumulative, the liquidation preference, voting rights, if any,
any terms for redemption at the option of the holder or NationsBank, any
applicable conversion provisions in the event that such series is convertible
at the option of the holder or NationsBank into shares of Common Stock, and any
other terms of the offering or the series, and (b) in the case of Common Stock,
the aggregate number of shares offered.
The Securities may be sold (i) through underwriting syndicates represented
by managing underwriters, or by underwriters without a syndicate, with such
underwriters to be designated at the time of sale; (ii) through agents
designated from time to time; or (iii) directly by the Corporation. The names
of any underwriters or agents of NationsBank involved in the sale or
remarketing of the Securities, and any applicable commissions or discounts,
will be set forth in the applicable Prospectus Supplement, in addition to any
other terms of the offering of such Securities. Any such underwriters, agents
or remarketing agents may include NationsBanc Montgomery Securities LLC
("NMS"), or other affiliates of the Corporation. The net proceeds to the
Corporation from such sale also will be set forth in such Prospectus
Supplement.
Following the initial distribution of any such Securities, NMS or other
affiliates of the Corporation may offer and sell previously issued Securities
in the course of their business as a broker-dealer and may act as a principal
or agent in such transactions. This Prospectus and the accompanying Prospectus
Supplement may be used in connection with such transactions. Any such sales
will be made at negotiated prices relating to prevailing market prices at time
of sale.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
---------------
THESE SECURITIES ARE NOT SAVINGS ACCOUNTS OR BANK DEPOSITS, ARE NOT
OBLIGATIONS OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF
NATIONSBANK, ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENT AGENCY AND INVOLVE
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, THE COMMISSIONER OF INSURANCE OF THE STATE OF
NORTH CAROLINA (THE "COMMISSIONER") OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION, THE
COMMISSIONER OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
The date of this Prospectus is , 1998.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed by the Corporation with the
Securities and Exchange Commission (the "Commission") pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), are
incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997 as filed March 13, 1998;
(b) The Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 as filed May 15, 1998;
(c) The Corporation's 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 by Form 8-K/A-1 filed
April 24, 1998 and Form 8-K/A-2 filed May 18, 1998) and May 13, 1998; and
(d) The description of the Corporation's Common Stock contained in its
registration statement filed pursuant to Section 12 of the 1934 Act, as
modified by the Corporation's Current Report on Form 8-K filed on January
22, 1998.
All reports and any definitive proxy or information statements filed by
the Corporation with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to
the later of (i) the termination of the offering of the Securities offered
hereby or (ii) the date on which NMS or any other affiliate of the Corporation
ceases the offering and selling previously issued Securities shall be deemed to
be incorporated by reference in this Prospectus 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 Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
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 Prospectus.
The Corporation will provide without charge to each person to whom this
Prospectus 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 John E. Mack, Senior Vice President and Treasurer, NationsBank
Corporation, NationsBank Corporate Center, Corporate Treasury Division,
Charlotte, North Carolina 28255. Telephone requests may be directed to (704)
386-5972.
AVAILABLE INFORMATION
NationsBank is subject to the informational requirements of the 1934 Act
and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the following public reference
facilities maintained by the Commission: 450 Fifth Street, N.W., Washington,
D.C. 20549; 7 World Trade Center, Suite 1300, New York, New York 10048; and the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such material may also be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, upon payment of prescribed rates. The Commission
maintains an Internet web site that contains reports, proxy and information
statements and other information regarding issuers who file electronically with
the Commission. The address of that site is http://www.sec.gov. In addition,
reports, proxy statements and other information concerning NationsBank may be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005 and at the offices of the Pacific Exchange Inc., 301
Pine Street, San Francisco, California 94104.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES
DESCRIBED HEREIN. SPECIFICALLY, THE UNDERWRITERS OR AGENTS SPECIFIED IN THE
RELEVANT PROSPECTUS SUPPLEMENT OR PRICING SUPPLEMENT MAY OVERALLOT IN
CONNECTION WITH THE OFFERING, AND MAY BID FOR, AND PURCHASE, SUCH SECURITIES.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
2
<PAGE>
NATIONSBANK CORPORATION
General
NationsBank is a North Carolina corporation and a multi-bank holding
company registered under the Bank Holding Company Act of 1956, as amended (the
"Act"), with its principal assets being the stock of its subsidiaries. Through
its banking subsidiaries (the "Banks") and various non-banking subsidiaries,
the Corporation provides banking and certain nonbanking financial services and
products primarily throughout the Mid-Atlantic (Maryland, Virginia and the
District of Columbia), the Midwest (Illinois, Iowa, Kansas and Missouri), the
Southeast (Florida, Georgia, Kentucky (which it has agreed to sell), North
Carolina, South Carolina and Tennessee) and the Southwest (Arkansas, New
Mexico, Oklahoma and Texas). The principal executive offices of the Corporation
are located at NationsBank Corporate Center in Charlotte, North Carolina 28255.
The Corporation's telephone number is (704) 386-5000.
Operations
The Corporation provides a diversified range of banking and certain
nonbanking financial services and products through its various subsidiaries.
Management reports the results of the Corporation's operations through four
business segments: Consumer Banking, Middle Market, Asset Management, and
Corporate Finance.
The Consumer Banking segment provides comprehensive retail banking
services through multiple delivery channels including approximately 3,000
banking centers and 7,000 automated teller machines providing fully-automated,
24 hour cash dispensing and deposit services. These delivery channels are
located throughout the Corporation's franchise and serve 16 million households
in 16 states and the District of Columbia. In addition, this segment provides
specialized services such as the origination and servicing of residential
mortgage loans, issuance and service of credit cards, direct banking via
telephone and personal computer, student lending and certain insurance
services. The consumer finance component provides personal, mortgage, home
equity and automobile loans to consumers, retail finance programs to dealers
and lease financing to purchasers of new and used cars. Consumer Banking also
provides commercial banking services to companies and other commercial entities
with annual revenues of less than $10 million.
The Middle Market segment provides a broad array of commercial banking
services for companies and other commercial entities with revenues between $10
million and $250 million annually including: commercial lending, treasury and
cash management services, asset-backed lending, leasing and factoring. Also
included in this segment is NationsCredit Commercial Corporation, which
provides commercial financing activities including: equipment loans and leases,
loans for debt restructuring, mergers and working capital, real estate and
health care financing and inventory financing to manufacturers, distributors
and dealers.
The Asset Management segment includes businesses that provide full service
and discount brokerage, investment advisory, investment management and advisory
services for the Nations Funds family of mutual funds. Within the Asset
Management segment, the Private Client Group provides asset management, banking
and trust services for wealthy individuals, business owners and corporate
executives and the private foundations established by them.
Corporate Finance provides a broad array of banking and investment banking
products and services to domestic and international corporations, institutions
and other customers through its Capital Markets, Real Estate and Transaction
Products units. The Corporate Finance segment serves as a principal lender and
investor, as well as an advisor, and manages treasury and trade transactions
for clients and customers. Loan origination and syndication, asset-backed
lending, project finance and mergers and acquisitions consulting are
representative of the services provided. These services are provided through
various domestic and international offices. Through its Section 20 subsidiary,
NMS, Corporate Finance is a primary dealer of U.S. Government Securities and
underwrites, distributes and makes markets in high-grade and high-yield debt
securities and equity securities. Additionally, Corporate Finance is a market
maker in derivative products which include swap agreements, option contracts,
forward settlement contracts, financial futures and other derivative products
in certain interest rate, foreign exchange, commodity and equity markets. In
support of these activities, Corporate Finance takes positions to support
client demands and its own account. Major centers for the above activities are
Charlotte, Chicago, London, New York, San Francisco, Singapore and Tokyo.
As part of its operations, the Corporation regularly evaluates the
potential acquisition of, and holds discussions with, various financial
institutions and other businesses of a type eligible for bank holding company
3
<PAGE>
ownership or control. In addition, the Corporation regularly analyzes the
values of, and submits bids for, the acquisition of customer-based funds and
other liabilities and assets of such financial institutions and other
businesses. The Corporation also regularly considers the potential disposition
of certain of its assets, branches, subsidiaries or lines of businesses. As a
general rule, the Corporation publicly announces any material acquisitions or
dispositions when a definitive agreement has been reached.
Government Supervision and Regulation
General
As a registered bank holding company, the Corporation is subject to the
supervision of, and to regular inspection by, the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"). The Banks are principally
organized as national banking associations, which are subject to regulation,
supervision and examination by the Office of the Comptroller of the Currency
(the "Comptroller"). The Banks are also subject to regulation by the Federal
Deposit Insurance Corporation (the "FDIC") and other federal and state
regulatory agencies. In addition to banking laws, regulations and regulatory
agencies, the Corporation and its subsidiaries and affiliates are subject to
various other laws and regulations and supervision and examination by other
regulatory agencies, all of which directly or indirectly affect the operations
and management of the Corporation and its ability to make distributions. The
following discussion summarizes certain aspects of those laws and regulations
that affect the Corporation.
The activities of the Corporation, and those of companies which it
controls or in which it holds more than 5% of the voting stock, are limited to
banking or managing or controlling banks or furnishing services to or
performing services for its subsidiaries, or any other activity which the
Federal Reserve Board determines to be so closely related to banking or
managing or controlling banks as to be a proper incident thereto. In making
such determinations, the Federal Reserve Board is required to consider whether
the performance of such activities by a bank holding company or its
subsidiaries can reasonably be expected to produce benefits to the public such
as greater convenience, increased competition or gains in efficiency that
outweigh possible adverse effects, such as undue concentration of resources,
decreased or unfair competition, conflicts of interest or unsound banking
practices. Generally, bank holding companies, such as the Corporation, are
required to obtain prior approval of the Federal Reserve Board to engage in any
new activity or to acquire more than 5% of any class of voting stock of any
company.
Bank holding companies are also required to obtain the prior approval of
the Federal Reserve Board before acquiring more than 5% of any class of voting
stock of any bank which is not already majority-owned by the bank holding
company. Pursuant to the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Banking and Branching Act"), a bank
holding company became able to acquire banks in states other than its home
state, beginning September 29, 1995, without regard to the permissibility of
such acquisitions under state law, but subject to any state requirement that
the bank to be acquired has been organized and operating for a minimum period
of time, not to exceed five years, and the requirement that the bank holding
company, prior to or following the proposed acquisition, controls no more than
10% of the total amount of deposits of insured depository institutions in the
United States and no more than 30% of such deposits in that state (or such
lesser or greater amount set by state law).
The Interstate Banking and Branching Act also authorizes banks to merge
across state lines, thereby creating interstate branches. This provision, which
became effective June 1, 1997, allowed each state, prior to the effective date,
the opportunity to "opt out" of this provision, thereby prohibiting interstate
branching within that state. Of those states in which the Banks are located,
only Texas has adopted legislation purporting to "opt out" of the interstate
branching provisions (which Texas law currently expires on September 2, 1999).
Furthermore, pursuant to the Interstate Banking and Branching Act, a bank is
now able to open new branches in a state in which it does not already have
banking operations if such state enacts a law permitting such de novo
branching. To the extent permitted under these laws, the Corporation plans to
consolidate its banking subsidiaries (with the exception of NationsBank of
Delaware, N.A.) into a single bank as soon as practicable. The Corporation
currently operates one interstate bank (i.e., a bank with banking centers in
more than one state) which is NationsBank, N.A., headquartered in Charlotte,
North Carolina, with offices in Arkansas, Florida, Georgia, Illinois, Iowa,
Kansas, Maryland, Missouri, New Mexico, North Carolina, Oklahoma, South
Carolina, Texas, Virginia and the District of Columbia. Separate banks continue
to operate in Delaware, Florida, Georgia, Kentucky (which the Corporation has
agreed to sell), Tennessee and Texas. As
4
<PAGE>
previously described, the Corporation regularly evaluates merger and
acquisition opportunities, and it anticipates that it will continue to evaluate
such opportunities.
Proposals to change the laws and regulations governing the banking
industry are frequently introduced in Congress, in the state legislatures and
before the various bank regulatory agencies. The likelihood and timing of any
such proposals or bills and the impact they might have on the Corporation and
its subsidiaries cannot be determined at this time.
Capital and Operational Requirements
The Federal Reserve Board, the Comptroller and the FDIC have issued
substantially similar risk-based and leverage capital guidelines applicable to
United States banking organizations. In addition, those regulatory agencies may
from time to time require that a banking organization maintain capital above
the minimum levels, whether because of its financial condition or actual or
anticipated growth. The Federal Reserve Board risk-based guidelines define a
two-tier capital framework. Tier 1 capital consists of common and qualifying
preferred shareholders' equity, less certain intangibles and other adjustments.
Tier 2 capital consists of subordinated and other qualifying debt, and the
allowance for credit losses up to 1.25% of risk-weighted assets. The sum of
Tier 1 and Tier 2 capital less investments in unconsolidated subsidiaries
represents qualifying total capital, at least 50% of which must consist of Tier
1 capital. Risk-based capital ratios are calculated by dividing Tier 1 and
total capital by risk-weighted assets. Assets and off-balance sheet exposures
are assigned to one of four categories of risk-weights, based primarily on
relative credit risk. The minimum Tier 1 capital ratio is 4% and the minimum
total capital ratio is 8%. The Corporation's Tier 1 and total risk-based
capital ratios under these guidelines at March 31, 1998 were 6.80% and 11.19%,
respectively.
The leverage ratio is determined by dividing Tier 1 capital by adjusted
average total assets. Although the stated minimum ratio is 3%, most banking
organizations are required to maintain ratios of at least 100 to 200 basis
points above 3%. The Corporation's leverage ratio at March 31, 1998 was 5.64%.
Management believes that the Corporation meets its leverage ratio requirement.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, identifies five capital categories for insured
depository institutions (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized) and requires the respective Federal regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements within such
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Failure to meet the capital guidelines
could also subject a banking institution to capital raising requirements. An
"undercapitalized" bank must develop a capital restoration plan and its parent
holding company must guarantee that bank's compliance with the plan. The
liability of the parent holding company under any such guarantee is limited to
the lesser of 5% of the bank's assets at the time it became "undercapitalized"
or the amount needed to comply with the plan. Furthermore, in the event of the
bankruptcy of the parent holding company, such guarantee would take priority
over the parent's general unsecured creditors. In addition, FDICIA requires the
various regulatory agencies to prescribe certain non-capital standards for
safety and soundness relating generally to operations and management, asset
quality and executive compensation and permits regulatory action against a
financial institution that does not meet such standards.
The various regulatory agencies have adopted substantially similar
regulations that define the five capital categories identified by FDICIA, using
the total risk-based capital, Tier 1 risk-based capital and leverage capital
ratios as the relevant capital measures. Such regulations establish various
degrees of corrective action to be taken when an institution is considered
undercapitalized. Under the regulations, a "well capitalized" institution must
have a Tier 1 capital ratio of at least 6%, a total capital ratio of at least
10% and a leverage ratio of at least 5% and not be subject to a capital
directive order. An "adequately capitalized" institution must have a Tier 1
capital ratio of at least 4%, a total capital ratio of at least 8% and a
leverage ratio of at least 4%, or 3% in some cases. Under these guidelines,
each of the Banks is considered well capitalized.
Banking agencies have also adopted final regulations which mandate that
regulators take into consideration (i) concentrations of credit risk; (ii)
interest rate risk (when the interest rate sensitivity of an institution's
assets does not match the sensitivity of its liabilities or its
off-balance-sheet position); and (iii) risks
5
<PAGE>
from non-traditional activities, as well as an institution's ability to manage
those risks, when determining the adequacy of an institution's capital. That
evaluation will be made as a part of the institution's regular safety and
soundness examination. In addition, the banking agencies have amended their
regulatory capital guidelines to incorporate a measure for market risk. In
accordance with the amended guidelines, the Corporation and any Bank with
significant trading activity (as defined in the amendment) must incorporate a
measure for market risk in their regulatory capital calculations effective for
reporting periods after January 1, 1998. The revised guidelines are not
expected to have a material impact on the Corporation or the Banks' regulatory
capital ratios or their well capitalized status.
Distributions
The Corporation's funds for cash distributions to its shareholders are
derived from a variety of sources, including cash and temporary investments.
The primary source of such funds, however, is dividends received from the
Banks. Each of the Banks is subject to various general regulatory policies and
requirements relating to the payment of dividends, including requirements to
maintain capital above regulatory minimums. The appropriate federal regulatory
authority is authorized to determine under certain circumstances relating to
the financial condition of the bank or bank holding company that the payment of
dividends would be an unsafe or unsound practice and to prohibit payment
thereof.
In addition to the foregoing, the ability of the Corporation and the Banks
to pay dividends may be affected by the various minimum capital requirements
and the capital and non-capital standards established under FDICIA, as
described above. The right of the Corporation, its shareholders and its
creditors to participate in any distribution of the assets or earnings of its
subsidiaries is further subject to the prior claims of creditors of the
respective subsidiaries.
Source of Strength
According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and
to commit resources to support each such subsidiary. This support may be
required at times when a bank holding company may not be able to provide such
support. Similarly, under the cross-guarantee provisions of the Federal Deposit
Insurance Act, in the event of a loss suffered or anticipated by the FDIC --
either as a result of default of a banking or thrift subsidiary of the
registrant or related to FDIC assistance provided to a subsidiary in danger of
default -- the other Banks may be assessed for the FDIC's loss, subject to
certain exceptions.
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used for general
corporate purposes, including the Corporation's working capital needs, the
funding of investments in, or extensions of credit to, its banking and
nonbanking subsidiaries, possible acquisitions of other financial institutions
or their assets or liabilities, possible acquisitions of or investments in
other businesses of a type eligible for bank holding companies and possible
reduction of outstanding indebtedness or repurchase of outstanding equity
securities of the Corporation. Pending such use, the Corporation may
temporarily invest the net proceeds. The Corporation may, from time to time,
engage in additional capital financings of a character and in amounts to be
determined by the Corporation in light of its needs at such time or times and
in light of prevailing market conditions. If the Corporation elects at the time
of issuance of Securities to make different or more specific use of proceeds
other than that set forth herein, such use will be described in the applicable
Prospectus Supplement.
6
<PAGE>
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following are the consolidated ratios of earnings to combined fixed
charges and preferred stock dividend requirements for the three months ended
March 31, 1998 and for each of the years in the five-year period ended December
31, 1997:
<TABLE>
<CAPTION>
Year Ended
Three Months Ended December 31,
-------------------- --------------------------------------------
March 31, 1998 1997 1996 1995 1994 1993
-------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends:
Excluding interest on deposits ................... 1.5 2.0 2.0 1.8 2.0 2.5
Including interest on deposits ................... 1.3 1.5 1.5 1.4 1.5 1.6
</TABLE>
For purposes of computing the consolidated ratios, earnings represent net
income of the Corporation plus applicable income taxes and fixed charges, less
capitalized interest and the equity in undistributed earnings of unconsolidated
subsidiaries and associated companies. Fixed charges represent interest expense
(exclusive of interest on deposits in one case and inclusive of such interest
in the other), capitalized interest, amortization of debt discount and
appropriate issuance costs and one-third (the amount deemed to represent an
appropriate interest factor) of net rent expense under all lease commitments.
Preferred stock dividend requirements represent dividend requirements on the
outstanding preferred stock adjusted to reflect the pre-tax earnings that would
be required to cover such dividend requirements.
PLAN OF DISTRIBUTION
The Corporation may offer and sell the Securities in one or more of the
following ways: (i) through underwriters or dealers; (ii) through agents; or
(iii) directly by the Corporation to one or more purchasers. Such underwriters,
dealers or agents may be NMS or other affiliates of NationsBank. The Prospectus
Supplement with respect to a particular offering of any Securities will set
forth the terms of the offering of such Securities, including the name or names
of any underwriters or agents with whom NationsBank has entered into
arrangements with respect to the sale of such Securities, the public offering
or purchase price of such Securities and the proceeds to the Corporation from
such sales, and any underwriting discounts, agency fees or commissions and
other items constituting underwriters' compensation, the initial public
offering price, any discounts or concessions to be allowed or reallowed or paid
to dealers and the securities exchange, if any, on which such Securities may be
listed.
If underwriters are used in the offer and sale of Securities, the
Securities will be acquired by the underwriters for their own account and may
be resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Securities may be offered to the public either through
underwriting syndicates represented by managing underwriters, or by
underwriters without a syndicate, all of which underwriters in either case will
be designated in the applicable Prospectus Supplement. Unless otherwise set
forth in the applicable Prospectus Supplement, under the terms of the
underwriting agreement, the obligations of the underwriters to purchase
Securities will be subject to certain conditions precedent and the underwriters
will be obligated to purchase all the Securities if any are purchased. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Securities also may be offered and sold directly by the Corporation or
through agents designated by the Corporation from time to time. Any agent
involved in the offer or sale of the Securities with respect to which this
Prospectus is delivered will be named in, and any commissions payable by the
Corporation to such agent will be set forth in or calculable from, the
applicable Prospectus Supplement. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the
period of its appointment.
Securities may also be offered and sold, if so indicated in the Prospectus
Supplement, in connection with a remarketing after their purchase, in
accordance with their terms, by one or more firms, including NMS or other
affiliates of the Corporation ("remarketing agents"), acting as principal for
their accounts or an agent
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for the Corporation. Any remarketing agent will be identified and the terms of
its agreement with the Corporation described in a Prospectus Supplement.
If so indicated in the applicable Prospectus Supplement, the Corporation
may authorize underwriters, dealers or agents to solicit offers by certain
institutions to purchase Securities from the Corporation at the public offering
price set forth in such Prospectus Supplement pursuant to delayed delivery
contracts ("Delayed Delivery Contracts") providing for payment and delivery on
the date or dates stated in the Prospectus Supplement. Each Delayed Delivery
Contract will be for an amount of Securities not less than and, unless the
Corporation otherwise agrees, the aggregate amount of Securities sold pursuant
to Delayed Delivery Contracts shall be not more than the respective minimum and
maximum amounts stated in the Prospectus Supplement. Institutions with which
Delayed Delivery Contracts, when authorized, may be made include commercial and
savings banks, insurance companies, pension funds, investment companies and
educational and charitable institutions, but shall in all cases be subject to
the approval of the Corporation in its sole discretion. The obligations of the
purchaser under any Delayed Delivery Contract to pay for and take delivery of
Securities will not be subject to any conditions except that (i) the purchase
of Securities by such institution shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such institution is
subject; and (ii) any related sale of Securities to underwriters shall have
occurred. A commission set forth in the Prospectus Supplement will be paid to
underwriters soliciting purchases of Securities pursuant to Delayed Delivery
Contracts accepted by the Corporation. The underwriters will not have any
responsibility in respect of the validity or performance of Delayed Delivery
Contracts.
Any series of Preferred Stock offered and sold pursuant to this Prospectus
and the applicable Prospectus Supplement will be new issues of securities with
no established trading market. Any underwriters to whom such Securities are
sold by the Corporation for public offering and sale may make a market in such
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any Securities.
Any underwriter, dealer or agent participating in the distribution of any
Securities may be deemed to be an underwriter, as that term is defined in the
Securities Act of 1933, as amended (the "1933 Act"), of the Securities so
offered and sold, and any discounts or commissions received by them from
NationsBank and any profit realized by them on the sale or resale of the
Securities may be deemed to be underwriting discounts and commissions under the
1933 Act.
In order to facilitate the offering of the Securities, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Securities. Specifically, the underwriters may overallot in
connection with the offering, creating a short position in the Securities for
their own accounts. In addition, to cover overallotments or to stabilize the
price of the Securities or of any such other securities, the underwriters may
bid for, and purchase, the Securities or any such other securities in the open
market. Finally, in any offering of the Securities through a syndicate of
underwriters, the underwriting syndicate may reclaim selling concessions
allowed to an underwriter or a dealer for distributing the Securities in the
offering if the syndicate repurchases previously distributed Securities in
transactions to cover syndicate short positions, in stabilization transactions
or otherwise. Any of these activities may stabilize or maintain the market
price of the Securities above independent market levels. The underwriters are
not required to engage in these activities, and may end any of these activities
at any time.
Under agreements entered into with the Corporation, underwriters, dealers,
agents and remarketing agents may be entitled to indemnification by the
Corporation against certain civil liabilities, including liabilities under the
1933 Act, or to contribution with respect to payments which the underwriters or
agents may be required to make in respect thereof.
NMS is a broker-dealer and a direct subsidiary of the Corporation. Each
initial offering and any remarketing of Securities involving NMS or any other
affiliate of the Corporation will be conducted in compliance with the
requirements of Rule 2720 of the National Association of Securities Dealers,
Inc. (the "NASD") regarding a NASD member firm's distributing the securities of
an affiliate. Following the initial distribution of the Securities, NMS may
offer and sell such Securities in secondary market transactions at negotiated
prices relating to prevailing prices at the time of sale or otherwise. NMS may
act as principal or agent in such transactions. This Prospectus and related
Prospectus Supplements may be used by NMS in connection with such transactions.
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NMS will not execute a transaction in the Securities in a discretionary
account without the prior written specific approval of NMS's customer. NMS has
no obligation to make a market in the Securities and may discontinue its
market-making activities at any time without notice, at its sole discretion.
Furthermore, NMS may be required to discontinue its market-making activities
during periods when the Corporation is involved in a distribution of certain of
its securities or when NMS, by virtue of its affiliation with the Corporation,
is aware of material non-public information relating to the Corporation. In
such instance, NMS would not be able to recommence its market-making activities
until such distribution has been completed or such information has become
publicly available. It is not possible to determine the impact, if any, that
any such discontinuance may have on the market for the Securities. While other
broker-dealers may make a market in the Securities from time to time, there can
be no assurance that any other broker-dealer will do so at any time when NMS
discontinues its market-making activities.
Underwriters, dealers and agents also may be customers of, engage in
transactions with, or perform other services for the Corporation in the
ordinary course of business.
DESCRIPTION OF PREFERRED STOCK
General
NationsBank has authorized 45,000,000 shares of preferred stock and may
issue such preferred stock in one or more series, each with such preferences,
limitations, designations, conversion rights, voting rights, distribution
rights, voluntary and involuntary liquidation rights and other rights as it may
determine. NationsBank has designated (i) 3,000,000 shares of ESOP Convertible
Preferred Stock, Series C (the "NationsBank ESOP Preferred Stock"), of which
2,192,387 shares were issued and outstanding as of January 9, 1998, (ii) 35,045
shares of NationsBank Series B Preferred Stock, of which 9,341 shares were
issued and outstanding at January 9, 1998, and (iii) 20,000,000 shares of
NationsBank Series BB Preferred Stock, of which 8,056 shares were issued and
outstanding as of January 9, 1998.
The ability of NationsBank to pay dividends with respect to its preferred
stock or other capital stock may be affected by the ability of the Banks to pay
dividends. The ability of the Banks, as well as of the Corporation, to pay
dividends in the future currently is, and could be further, influenced by bank
regulatory requirements and capital guidelines. See "NATIONSBANK CORPORATION --
Supervision and Regulation."
The Preferred Stock
General. The Preferred Stock shall have the general dividend, voting and
liquidation preference rights set forth below unless otherwise provided in the
Prospectus Supplement relating to a particular series of Preferred Stock
offered thereby. Reference is made to the applicable Prospectus Supplement for
specific terms, including, where applicable: (i) the title and stated value of
such Preferred Stock; (ii) the aggregate number of shares of Preferred Stock so
offered; (iii) the price at which such Preferred Stock will be issued; (iv) the
dividend rates or method of calculation, the dividend period and the dates on
which dividends shall be payable; (v) whether any such dividends will be
cumulative or noncumulative, and if cumulative, the date from which dividends
shall commence to cumulate; (vi) the dates on which the Preferred Stock will be
subject to redemption at the option of the Corporation, if applicable, and any
related redemption terms; (vii) any mandatory redemption or sinking fund
provisions; (viii) any rights on the part of the holder or NationsBank to
convert the Preferred Stock into shares of Common Stock; and (ix) any
additional voting, liquidation, preemptive and other rights, preferences,
privileges, limitations and restrictions. The description of certain provisions
of the Preferred Stock set forth below and in the applicable Prospectus
Supplement does not purport to be complete and is subject to and qualified in
its entirety by reference to the Articles of Amendment to the Restated Articles
of Incorporation of the Corporation relating to the particular series of
Preferred Stock, which will be filed with the Commission at or prior to the
time of sale of such Preferred Stock.
NationsBank may, at its option, elect to offer Depositary Shares evidenced
by depositary receipts (the "Depositary Receipts"), each representing a
fractional interest (to be specified in the Prospectus Supplement relating to
the particular series of Preferred Stock) in a share of a particular series of
the Preferred Stock issued and deposited with a Depositary (as defined below).
See "DESCRIPTION OF DEPOSITARY SHARES" below.
The Preferred Stock ranks senior to the Common Stock as to the payment of
dividends and the distribution of assets on liquidation, dissolution and
winding up of the Corporation. The dividend and liquidation
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preference rights of the Preferred Stock relative to any existing or future
series of preferred stock of the Corporation shall be set forth in the
Prospectus Supplement relating to the particular series of Preferred Stock
offered thereby.
When issued in accordance with the terms of the Prospectus and the
applicable Prospectus Supplement, the Preferred Stock will be validly issued,
fully paid and nonassessable.
Dividends. When and as declared by the Board of Directors of the
Corporation, holders of the Preferred Stock will be entitled to receive
quarterly cash dividends at such rates and on such dates as will be set forth
in the applicable Prospectus Supplement. All dividends shall be paid out of
funds of NationsBank legally available for such purpose. Except as otherwise
set forth in the applicable Prospectus Supplement, no dividends shall be paid
on other shares of the Corporation, nor shall any shares of other capital stock
of the Corporation be redeemed, repurchased or otherwise acquired for any
consideration (or any moneys be paid into a sinking fund for the redemption of
shares of such stock) by the Corporation, if dividends on any series of
Preferred Stock are in arrears.
Voting. Except as required by applicable law or as otherwise set forth in
the applicable Prospectus Supplement, the holders of Preferred Stock shall have
no voting rights with regard to matters submitted to a general vote of the
shareholders of the Corporation.
Liquidation Preference. In the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, the holders of
any series of Preferred Stock shall be entitled to receive, by reason of their
ownership thereof, after distributions to holders of any series or class of
capital stock of the Corporation as may be set forth in the applicable
Prospectus Supplement, an amount equal to the appropriate stated or liquidation
value of the shares of such series (as set forth in the applicable Prospectus
Supplement), plus an amount equal to accrued and unpaid dividends, if any,
through the date of such payment. If upon the occurrence of such event, the
assets and funds to be thus distributed among the holders of such Preferred
Stock shall be insufficient to permit the payment to such holders of the full
amount due, then the holders of such Preferred Stock shall share ratably in any
distribution of assets of the Corporation in proportion to the respective
amounts which otherwise would be payable with respect to the shares held by
them upon such distribution if all amounts payable on or with respect to such
shares were paid in full.
ESOP Preferred Stock
The following summary of the NationsBank ESOP Preferred Stock is qualified
in its entirety by reference to the description of such series of Preferred
Stock contained in the Corporation's Restated Articles of Incorporation, as
amended.
The NationsBank ESOP Preferred Stock was first issued in the transaction
by which NationsBank was formed from the merger of NCNB Corporation and
C&S/Sovran Corporation in 1991 upon the conversion of shares of ESOP
Convertible Preferred Stock, Series C of C&S/Sovran Corporation. All shares of
NationsBank ESOP Preferred Stock are held by the trustee under the NationsBank
Corporation Retirement Savings Plan (the "ESOP").
Preferential Rights. Shares of NationsBank ESOP Preferred Stock have no
preemptive or preferential rights to purchase or subscribe for shares of
NationsBank capital stock of any class and are not subject to any sinking fund
or other obligation of NationsBank to repurchase or retire the series, except
as discussed below. The NationsBank ESOP Preferred Stock ranks senior to Common
Stock, but ranks junior to NationsBank Series B Preferred Stock and NationsBank
Series BB Preferred Stock with respect to dividends and distributions upon
liquidation.
Dividends. Each share of NationsBank ESOP Preferred Stock is entitled to
an annual dividend, subject to certain adjustments, of $3.30 per share, payable
semiannually. Unpaid dividends accumulate as of the date on which they first
became payable, without interest. So long as any shares of NationsBank ESOP
Preferred Stock are outstanding, no dividend may be declared, paid or set apart
for payment on any other series of stock ranking on a parity with NationsBank
ESOP Preferred Stock as to dividends, unless like dividends have been declared
and paid, or set apart for payment, on NationsBank ESOP Preferred Stock for all
dividend payment periods ending on or before the dividend payment date for such
parity stock, ratably in proportion to their respective amounts of accumulated
and unpaid dividends. NationsBank generally may not
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declare, pay or set apart for payment any dividends (except for, among other
things, dividends payable solely in shares of stock ranking junior to
NationsBank ESOP Preferred Stock as to dividends or upon liquidation) on, make
any other distribution on, or make payment on account of the purchase,
redemption or other retirement of, any other class or series of NationsBank
capital stock ranking junior to NationsBank ESOP Preferred Stock as to
dividends or upon liquidation, until full cumulative dividends on the
NationsBank ESOP Preferred Stock have been declared and paid or set apart for
payment when due.
Voting Rights. The holder of NationsBank ESOP Preferred Stock is entitled
to vote on all matters submitted to a vote of the holders of Common Stock and
votes together with the holders of Common Stock as one class. Except as
otherwise required by applicable law, the holder of NationsBank ESOP Preferred
Stock has no special voting rights. To the extent that the holder of such
shares is entitled to vote, each share is entitled to the number of votes equal
to the number of shares of Common Stock into which such share of NationsBank
ESOP Preferred Stock could be converted on the record date for determining the
shareholders entitled to vote, rounded to the nearest whole vote.
Shares of the NationsBank ESOP Preferred Stock currently are convertible
into Common Stock at a conversion rate equal to 1.68 shares of Common Stock per
share of NationsBank ESOP Preferred Stock, subject to certain customary
anti-dilution adjustments.
Distributions. In the event of any voluntary or involuntary dissolution,
liquidation or winding-up of NationsBank, the holder of the NationsBank ESOP
Preferred Stock will be entitled to receive out of the assets of NationsBank
available for distribution to shareholders, subject to the rights of the
holders of any Preferred Stock ranking senior to or on a parity with the
NationsBank ESOP Preferred Stock as to distributions upon liquidation,
dissolution or winding-up but before any amount will be paid or distributed
among the holders of Common Stock or any other shares ranking junior to the
NationsBank ESOP Preferred Stock as to such distributions, liquidating
distributions of $42.50 per share plus all accrued and unpaid dividends thereon
to the date fixed for distribution. If, upon any voluntary or involuntary
dissolution, liquidation or winding-up of NationsBank, the amounts payable with
respect to the NationsBank ESOP Preferred Stock and any other stock ranking on
a parity therewith as to any such distribution are not paid in full, the holder
of the NationsBank ESOP Preferred Stock and such other stock will share ratably
in any distribution of assets in proportion to the full respective preferential
amounts to which they are entitled. After payment of the full amount of the
liquidating distribution to which it is entitled, the holder of the NationsBank
ESOP Preferred Stock will not be entitled to any further distribution of assets
by NationsBank. Neither a merger or consolidation of NationsBank with or into
any other corporation, nor a merger or consolidation of any other corporation
with or into NationsBank nor a sale, transfer or lease of all or any portion of
the assets of NationsBank, will be deemed to be a dissolution, liquidation or
winding-up of NationsBank.
Redemptions. NationsBank ESOP Preferred Stock is redeemable, in whole or
in part, at the option of NationsBank, at any time. The redemption price for
the shares of NationsBank ESOP Preferred Stock will depend upon the time of
redemption. Specifically, the redemption price for the 12-month period that
began on July 1, 1997, is $43.16 per share; on each succeeding July 1, the
redemption price will be reduced by $.33 per share, except that, on and after
July 1, 1999, the redemption price will be $42.50 per share, and the redemption
price may be paid in cash or shares of Common Stock. In each case, the
redemption price also must include all accrued and unpaid dividends to the date
of redemption. To the extent that the NationsBank ESOP Preferred Stock is
treated as Tier 1 capital for bank regulatory purposes, the approval of the
Federal Reserve Board may be required for redemption of NationsBank ESOP
Preferred Stock.
NationsBank is required to redeem shares of NationsBank ESOP Preferred
Stock at the option of the holder of such shares to the extent necessary either
to provide for distributions required to be made under the ESOP or to make
payments of principal, interest or premium due and payable on any indebtedness
incurred by the holder of the shares for the benefit of the ESOP. The
redemption price in such case will be the greater of $42.50 per share plus
accrued and unpaid dividends to the date of redemption or the fair market value
of the aggregate number of shares of Common Stock into which a share of ESOP
Preferred Stock then is convertible.
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NationsBank Series B Preferred Stock
The NationsBank Series B Preferred Stock was issued in connection with the
merger of Boatmen's Bancshares, Inc. with and into NationsBank on January 7,
1997.
Preferential Rights. NationsBank may, without the consent of holders of
NationsBank Series B Preferred Stock, issue preferred stock with superior or
equal rights or preferences. The NationsBank Series B Preferred Stock ranks
senior to NationsBank ESOP Preferred Stock and Common Stock, but ranks junior
to the NationsBank Series BB Preferred Stock with respect to dividends and
distributions upon liquidation.
Dividends. Holders of shares of NationsBank Series B Preferred Stock are
entitled to receive, when and as declared by the NationsBank Board, out of any
funds legally available for such purpose, cumulative cash dividends at an
annual dividend rate per share of 7% of the stated value thereof, payable
quarterly. Dividends on NationsBank Series B Preferred Stock are cumulative,
and no cash dividends can be declared or paid on any shares of Common Stock
unless full cumulative dividends on NationsBank Series B Preferred Stock have
been paid or declared and funds sufficient for the payment thereof set apart.
Voting. Each share of NationsBank Series B Preferred Stock has equal voting
rights, share for share, with each share of Common Stock.
Distributions. In the event of the dissolution, liquidation or winding up
of NationsBank, the holders of NationsBank Series B Preferred Stock are
entitled to receive, after payment of the full liquidation preference on shares
of any class of preferred stock ranking superior to NationsBank Series B
Preferred Stock (if any such shares are then outstanding) but before any
distribution on shares of Common Stock, liquidating dividends of $100 per share
plus accumulated dividends.
Redemptions. Shares of NationsBank Series B Preferred Stock are
redeemable, in whole or in part, at the option of the holders thereof, at the
redemption price of $100 per share plus accumulated dividends, provided that
(i) full cumulative dividends have been paid, or declared and funds sufficient
for payment set apart, upon any class or series of preferred stock ranking
superior to NationsBank Series B Preferred Stock; and (ii) NationsBank is not
then in default or arrears with respect to any sinking or analogous fund or
call for tenders obligation or agreement for the purchase or any class or
series of preferred stock ranking superior to NationsBank Series B Preferred
Stock.
NationsBank Series BB Preferred Stock
The NationsBank Series BB Preferred Stock was issued in connection with
the Barnett Merger.
Preferential Rights. The shares of NationsBank Series BB Preferred Stock
rank prior to NationsBank Series B Preferred Stock, NationsBank ESOP Preferred
Stock and Common Stock with respect to dividends and distributions upon
liquidation.
Dividends. Holders of the NationsBank Series BB Preferred Stock are
entitled to receive, when and as declared by the NationsBank Board, out of
assets of NationsBank legally available for payment, cash dividends at the rate
of $2.50 per annum per share. Dividends are payable quarterly on January 1,
April 1, July 1, and October 1 of each year. Dividends on the NationsBank
Series BB Preferred Stock are cumulative from the date of issue. Each dividend
is payable to holders of record as they appear on the stock register of
NationsBank on the record dates fixed by the NationsBank Board. No interest or
sum of money in lieu of interest is payable in respect of any dividend payment
or payments on the NationsBank Series BB Preferred Stock which may be in
arrears.
Conversion Rights. Subject to the terms and conditions set forth below,
the holders of shares of NationsBank Series BB Preferred Stock have the right,
at their option, to convert such shares at any time into fully paid and
nonassessable shares of Common Stock (calculated as to each conversion to the
nearest 1/1,000 of a share) at the rate of 6.17215 shares of Common Stock for
each share of NationsBank Series BB Preferred Stock surrendered for conversion
(the "Conversion Rate"). The Conversion Rate is subject to certain customary
anti-dilutive adjustments.
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Redemptions. Shares of NationsBank Series BB Preferred Stock are
redeemable at the option of NationsBank, in whole or in part, at a redemption
price of $25 per share plus accrued and unpaid dividends to the redemption date
(the "Redemption Price"). Shares of NationsBank Series BB Preferred Stock are
not subject to a sinking fund.
Distributions. In the event of any liquidation, dissolution or winding up
of the affairs of NationsBank, whether voluntary or involuntary, the holders of
NationsBank Series BB Preferred Stock will be entitled to receive out of the
assets of NationsBank available for distribution to shareholders an amount
equal to $25 per share plus an amount equal to accrued and unpaid dividends
thereon to and including the date of such distribution, and no more, before any
distribution will be made to the holders of any class stock of NationsBank
ranking junior to the NationsBank Series BB Preferred Stock as to the
distribution of assets. The merger or consolidation of NationsBank into or with
any other corporation, the merger or consolidation of any other corporation
into or with NationsBank or the sale of the assets of NationsBank substantially
as an entirety will not be deemed a liquidation, dissolution or winding up of
the affairs of NationsBank.
Voting. Holders of NationsBank Series BB Preferred Stock have no voting
rights except as required by law and, in the event that any quarterly dividend
payable on the NationsBank Series BB Preferred Stock is in arrears, the holders
of NationsBank Series BB Preferred Stock will be entitled to vote together with
the holders of Common Stock at the next meeting of shareholders of NationsBank
and at each subsequent meeting of shareholders unless all dividends in arrears
have been paid or declared and set apart for payment prior to the date of such
meeting. In those cases where holders of NationsBank Series BB Preferred Stock
are entitled to vote, each holder will be entitled to cast the number of votes
equal to the number of whole shares of Common Stock into which his or her
NationsBank Series BB Preferred Stock is then convertible.
DESCRIPTION OF DEPOSITARY SHARES
General
NationsBank may, at its option, elect to offer fractional interests in the
Preferred Stock, rather than whole shares of such securities. In the event such
option is exercised, NationsBank will provide for the issuance by a Depositary
to the public of receipts of Depositary Shares, each of which will represent a
fractional interest in a share of a particular series of the Preferred Stock,
as set forth in the Prospectus Supplement for such series of Preferred Stock.
Certain general terms and provisions of the form of Deposit Agreement (as
described below), the Depositary Shares and the form of Depositary Receipts to
which a Prospectus Supplement may relate are set forth below. The particular
terms of the Preferred Stock offered by any Prospectus Supplement and the
extent, if any, to which such general provisions may apply to the Depositary
Shares will be described in the applicable Prospectus Supplement. The
descriptions below and in any Prospectus Supplement do not purport to be
complete and are subject to and qualified in their entirety by reference to the
Deposit Agreement and the Depositary Receipts, the forms of which are
incorporated by reference in the Registration Statement of which this
Prospectus is a part and the definitive forms of which will be filed with the
Commission at the time of sale of such Depositary Shares.
The shares of any series of the Preferred Stock underlying the Depositary
Shares will be deposited under a separate Deposit Agreement (the "Deposit
Agreement") between NationsBank and a bank or trust company selected by
NationsBank having its principal office in the United States and having a
combined capital and surplus of at least $5,000,000 (the "Depositary"). The
applicable Prospectus Supplement will set forth the name and address of the
Depositary. Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share will be entitled, in proportion to the applicable fractional
interest in a share of Preferred Stock underlying such Depositary Share, to all
the rights and preferences of the Preferred Stock underlying such Depositary
Share (including dividend, voting, redemption, conversion and liquidation
rights).
The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement. Depositary Receipts will be distributed to
those persons purchasing the fractional shares of the related series of
Preferred Stock in accordance with the terms of the offering as described in
the applicable Prospectus Supplement.
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Pending the preparation of definitive engraved Depositary Receipts, the
Depositary may, upon the written order of NationsBank, issue temporary
Depositary Receipts substantially identical to (and entitling the holders
thereof to all the rights pertaining to) the definitive Depositary Receipts but
not in definitive form. Definitive Depositary Receipts will be prepared
thereafter without unreasonable delay and temporary Depositary Receipts will be
exchangeable for definitive Depositary Receipts at the Corporation's expense.
Upon the surrender of Depositary Receipts at the office of the Depositary
(unless the Depositary Shares have been previously called for redemption) and
upon payment by the holder of the charges provided in the Deposit Agreement and
subject to the terms thereof, a holder of Depositary Shares is entitled to have
the Depositary deliver to such holder the number of whole shares of the
Preferred Stock underlying the Depositary Shares evidenced by the surrendered
Depositary Receipts; provided, however, that the holder of such shares of
Preferred Stock will not thereafter be entitled to receive Depositary Shares
therefor. If the Depositary Receipts delivered by the holder evidence a number
of Depositary Shares in excess of the number of Depositary Shares representing
the number of whole shares of the related series of Preferred Stock to be
withdrawn, the Depositary will deliver to such holder at the same time a new
Depositary Receipt evidencing such excess number of Depositary Shares.
Dividends and Other Distributions
The Depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Stock to the record holders
of Depositary Shares relating to such Preferred Stock in proportion to the
number of such Depositary Shares owned by such holders on the relevant record
date. The Depositary shall distribute only such amount, however, as can be
distributed without attributing to any holder of Depositary Shares a fraction
of one cent, and any balance not so distributed shall be added to and treated
as part of the next sum received by the Depositary for distribution to record
holders of Depositary Shares.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, unless the Depositary determines that it is not feasible to
make such distribution, in which case the Depositary, with the approval of
NationsBank, may sell such property and distribute the net proceeds from such
sale to such holders.
Redemption of Depositary Shares
If a series of the Preferred Stock underlying the Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Depositary resulting from the redemption, in whole or in part,
of such series of the Preferred Stock held by the Depositary. The Depositary
shall mail notice of redemption not less than 30 and not more than 45 days
prior to the date fixed for redemption to the record holders of the Depositary
Shares to be so redeemed at their respective addresses appearing in the
Depositary's books. The redemption price per Depositary Share will be equal to
the applicable fraction of the redemption price per share payable with respect
to such series of the Preferred Stock. Whenever NationsBank redeems Preferred
Stock held by the Depositary, the Depositary will redeem as of the same
redemption date the number of Depositary Shares relating to the Preferred Stock
so redeemed. If less than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by lot or pro rata as may be
determined by the Depositary.
After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holder of the Depositary Shares will cease, except the right to receive the
moneys payable upon such redemption and any money or other property to which
the holders of such Depositary Shares were entitled upon such redemption upon
surrender to the Depositary of the Depositary Receipts evidencing such
Depositary Shares.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the
Preferred Stock held by the Depositary are entitled to vote, the Depositary
will mail the information contained in such notice of meeting to the record
holders of the Depositary Shares relating to such Preferred Stock. Each record
holder of such Depositary Shares on the record date (which will be the same
date as the record date for the Preferred Stock) will be
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entitled to instruct the Depositary as to the exercise of the voting rights
pertaining to the amount of Preferred Stock underlying such holder's Depositary
Shares. The Depositary will endeavor, insofar as practicable, to vote the
amount of Preferred Stock underlying such Depositary Shares in accordance with
such instructions, and NationsBank will agree to take all action which may be
deemed necessary by the Depositary in order to enable the Depositary to do so.
The Depositary will abstain from voting Preferred Stock to the extent it does
not receive specific instructions from the holders of Depositary Shares
relating to such Preferred Stock.
Amendment and Termination of the Deposit Agreement
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between NationsBank and the Depositary. However, any amendment which materially
and adversely alters the rights of the existing holders of Depositary Shares
will not be effective unless such amendment has been approved by the record
holders of at least a majority in interest of the Depositary Shares then
outstanding. A Deposit Agreement may be terminated by NationsBank or the
Depositary only if (i) all outstanding Depositary Shares relating thereto have
been redeemed or (ii) there has been a final distribution in respect of the
Preferred Stock underlying such Depositary Shares in connection with any
liquidation, dissolution or winding up of NationsBank.
Charges of Depositary
NationsBank will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. NationsBank
will pay charges of the Depositary in connection with the initial deposit of
the Preferred Stock and any redemption of the Preferred Stock. Holders of
Depositary Shares will pay other transfer and other taxes and governmental
charges and such other charges as are expressly provided in the Deposit
Agreement to be for their accounts.
Miscellaneous
The Depositary will forward to the holders of Depositary Shares all
reports and communications from NationsBank which are delivered to the
Depositary and which NationsBank is required to furnish to the holders of the
Preferred Stock.
Neither the Depositary nor NationsBank will be liable if it is prevented
or delayed by law or any circumstance beyond its control in performing its
obligations under the Deposit Agreement. The obligations of NationsBank and the
Depositary under the Deposit Agreement will be limited to performance in good
faith of their respective duties thereunder and neither entity will be
obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or Preferred Stock unless satisfactory indemnity is
furnished. Each entity may rely upon written advice of counsel or accountants,
or information provided by persons presenting Preferred Stock for deposit,
holders of Depositary Shares or other persons believed to be competent and on
documents believed to be genuine.
Resignation and Removal of Depositary
The Depositary may resign at any time by delivering to NationsBank notice
of its election to do so, and NationsBank may at any time remove the
Depositary, any such resignation or removal to take effect only upon the
appointment of a successor Depositary and its acceptance of such appointment.
Such successor Depositary must be a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at
least $5,000,000.
DESCRIPTION OF COMMON STOCK
The following summary of the Common Stock is qualified in its entirety by
reference to the description of the Common Stock incorporated herein by
reference.
General
NationsBank is authorized to issue 1,250,000,000 shares of its Common
Stock, of which 945.7 million shares were outstanding following the Barnett
Merger on January 9, 1998. The Common Stock is traded on
15
<PAGE>
the New York Stock Exchange and on the Pacific Exchange under the symbol "NB."
The Common Stock is also listed on the London Stock Exchange, and certain
shares are listed on the Tokyo Stock Exchange. As of January 9, 1998, 127.4
million shares were reserved for issuance in connection with various employee
and director benefit plans of NationsBank and the Corporation's Dividend
Reinvestment and Stock Purchase Plan and the conversion of outstanding
convertible securities of the Corporation and for other purposes. After taking
into account the shares reserved as described above, approximately 167.4
million authorized shares of the Common Stock remained available for issuance
for other corporate purposes as of January 9, 1998.
Voting and Other Rights
The holders of the Common Stock are entitled to one vote per share, and,
in general, a majority of votes cast with respect to a matter is sufficient to
take action upon routine matters. Directors are elected by a plurality of the
votes cast, and each shareholder entitled to vote in such election shall be
entitled to vote each share of stock for as many persons as there are directors
to be elected. In elections for directors, such shareholders do not have the
right to cumulate their votes, so long as the Corporation has a class of shares
registered under Section 12 of the 1934 Act (unless action is taken to provide
otherwise by charter amendment, which action management does not currently
intend to propose). In general, (i) amendments to the Corporation's Restated
Articles of Incorporation must be approved by each voting group entitled to
vote separately thereon by a majority of the votes cast by that voting group,
unless the amendment creates dissenters' rights for a particular voting group,
in which case such amendment must be approved by a majority of the votes
entitled to be cast by such voting group; (ii) a merger or share exchange
required to be approved by shareholders must be approved by each voting group
entitled to vote separately thereon by a majority of the votes entitled to be
cast by that voting group; and (iii) the dissolution of the Corporation, or the
sale of all or substantially all of the property of the Corporation other than
in the usual and regular course of business, must be approved by a majority of
all votes entitled to be cast thereon.
In the event of liquidation of the Corporation, holders of the Common
Stock would be entitled to receive pro rata any assets legally available for
distribution to shareholders with respect to shares held by them, subject to
any prior rights of any preferred stock then outstanding. See "DESCRIPTION OF
PREFERRED STOCK" above.
The Common Stock does not have any preemptive rights, redemption
privileges, sinking fund privileges or conversion rights. All the outstanding
shares of the Common Stock are, and upon proper conversion of any Preferred
Stock all of the shares of Common Stock into which such shares are converted
will be, validly issued, fully paid and nonassessable.
ChaseMellon Shareholder Services, L.L.C. acts as transfer agent and
registrar for the Common Stock.
Distributions
The holders of the Common Stock are entitled to receive such dividends or
distributions as the Board of Directors of the Corporation may declare out of
funds legally available for such payments. The payment of distributions by
NationsBank is subject to the restrictions of North Carolina law applicable to
the declaration of distributions by a business corporation. A corporation
generally may not authorize and make distributions if, after giving effect
thereto, it would be unable to meet its debts as they become due in the usual
course of business or if the corporation's total assets would be less than the
sum of its total liabilities plus the amount that would be needed, if it were
to be dissolved at the time of distribution, to satisfy claims upon dissolution
of shareholders who have preferential rights superior to the rights of the
holders of its common stock. In addition, the payment of distributions to
shareholders is subject to any prior rights of outstanding preferred stock,
including the ESOP Preferred Stock and any other series of Preferred Stock when
and if issued from time to time. See "DESCRIPTION OF PREFERRED STOCK." Share
dividends, if any are declared, may be paid from NationsBank's authorized but
unissued shares.
The ability of NationsBank to pay dividends may be affected by the ability
of the Banks to pay dividends. The ability of the Banks, as well as of the
Corporation, to pay dividends in the future currently is, and could be further,
influenced by bank regulatory requirements and capital guidelines. See
"NATIONSBANK CORPORATION -- Supervision and Regulation."
16
<PAGE>
LEGAL OPINIONS
The legality of the Securities will be passed upon for the Corporation by
Smith Helms Mulliss & Moore, L.L.P., Charlotte, North Carolina, and for the
underwriters or agents by Stroock & Stroock & Lavan LLP, New York, New York. As
of the date of this Prospectus, certain members of Smith Helms Mulliss & Moore,
L.L.P., beneficially own approximately 160,000 shares of the Corporation's
Common Stock.
EXPERTS
The consolidated financial statements of the Corporation incorporated in
this Prospectus by reference to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1997 and the Corporation's Current Report on
Form 8-K filed April 16, 1998 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
The consolidated financial statements of BankAmerica Corporation at
December 31, 1997 and 1996, and for the three years ended December 31, 1997,
incorporated herein by reference from the Corporation's Current Report on Form
8-K filed 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), have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated herein
in reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
17
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offering made hereby and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Corporation, NationsBanc Montgomery Securities, LLC or any
other affiliate of the Corporation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create an implication
that there has been no change in the affairs of the Corporation since the date
hereof. This Prospectus does not constitute an offer or solicitation by anyone
in any state in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation. This
Prospectus and related Prospectus Supplements may be used by NationsBanc
Montgomery Securities LLC, a broker-dealer and a direct wholly owned subsidiary
of the Corporation or any other affiliates of the Corporation in connection
with offers and sales related to secondary market transactions.
--------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
-----
<S> <C>
Prospectus
Incorporation of Certain Documents
by Reference .......................... 2
Available Information .................... 2
NationsBank Corporation .................. 3
Use of Proceeds .......................... 6
Ratios of Earnings to Combined
Fixed Charges and Preferred Stock
Dividends ............................. 7
Plan of Distribution ..................... 7
Description of Preferred Stock ........... 9
Description of Depositary Shares ......... 13
Description of Common Stock .............. 15
Legal Opinions ........................... 16
Experts .................................. 17
</TABLE>
$10,000,000,000
NationsBank(R)
Preferred Stock
Depositary Shares
Common Stock
-----------------------------------
PROSPECTUS
-----------------------------------
, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated epenses, other than underwriting or broker-dealer fees,
discounts and commissions, in connection with the offering are as follows:
<TABLE>
<S> <C>
Securities Act Registration Fee ................ $2,950,000
Printing and Engraving Expenses ................ 455,000
Legal Fees and Expenses ........................ 865,000
Accounting Fees and Expenses ................... 335,000
Blue Sky Fees and Expenses ..................... 40,000
Unit Agents', Warrant Agents', Trustees' and
Preferred Stock Depositary's Fees and
Expenses (including counsel fees) ........... 1,160,000
Rating Agency Fees and Expenses ................ 2,000,000
Listing Fees ................................... 50,000
Miscellaneous .................................. 45,000
----------
$7,900,000
==========
</TABLE>
Item 15. Indemnification of Directors and Officers.
There are no provisions in the Registrant's Restated Articles of
Incorporation, and no contracts between the Registrant and its directors and
officers, relating to indemnification. The Registrant's Restated Articles of
Incorporation prevent the recovery by the Registrant of monetary damages
against its directors. However, in accordance with the provisions of the North
Carolina Business Corporation Act (the "Act"), the Registrant's Amended and
Restated Bylaws provide that, in addition to the indemnification of directors
and officers otherwise provided by the Act, the Registrant shall, under certain
circumstances, indemnify its directors, executive officers and certain other
designated officers against any and all liability and litigation expense,
including reasonable attorneys' fees, arising out of their status or activities
as directors and officers, except for liability or litigation expense incurred
on account of activities that were at the time known or believed by such
director or officer to be clearly in conflict with the best interests of the
Registrant. Pursuant to such bylaw and as authorized by statute, the Registrant
maintains insurance on behalf of its directors and officers against liability
asserted against such persons in such capacity whether or not such directors or
officers have the right to indemnification pursuant to the bylaw or otherwise.
In addition to the above-described provisions, Sections 55-8-50 through
55-8-58 of the Act contain provisions prescribing the extent to which directors
and officers shall or may be indemnified. Section 55-8-51 of the Act permits a
corporation, with certain exceptions, to indemnify a current or former director
against liability if (i) he conducted himself in good faith, (ii) he reasonably
believed (x) that his conduct in his official capacity with the corporation was
in its best interests and (y) in all other cases his conduct was at least not
opposed to the corporation's best interests, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. A corporation may not indemnify a current or former director in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in connection with a
proceeding charging improper personal benefit to him in which he was adjudged
liable on such basis. The above standard of conduct is determined by the Board
of Directors or a committee thereof or special legal counsel or the
shareholders as prescribed in Section 55-8-55.
Sections 55-8-52 and 55-8-56 of the Act require a corporation to indemnify
a director or officer in the defense of any proceeding to which he was a party
because of his capacity as a director or officer against reasonable expenses
when he is wholly successful in his defense, unless the articles of
incorporation provide otherwise. Upon application, the court may order
indemnification of the director or officer if he is adjudged fairly and
reasonably so entitled under Section 55-8-54. Section 55-8-56 allows a
corporation to indemnify and advance expenses to an officer, employee or agent
who is not a director to the same extent as a director or as otherwise set
forth in the Corporation's articles of incorporation or bylaws or by resolution
of the Board of Directors.
II-1
<PAGE>
In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf
of these individuals.
The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and does
not purport to be complete. It is qualified in its entirety by reference to the
relevant statutes which contain detailed specific provisions regarding the
circumstances under which and the person for whose benefit indemnification
shall or may be made and accordingly are incorporated herein by reference.
In addition, certain sections of each of the forms of Underwriting or
Distribution Agreements filed as Exhibits hereto provide for indemnification of
the Registrant and its directors and officers by the underwriters or agents
against certain liabilities, including certain liabilities under the 1933 Act.
From time to time similar provisions have been contained in other agreements
relating to other securities of the Registrant.
Item 16. List of Exhibits
<TABLE>
<S> <C>
1.1 Form of Underwriting Agreement for Debt Securities, incorporated herein by
reference to Exhibit 1.1 of the Registrant's Registration Statement on Form S-3
(Registration No. 333-1381)
1.2 Form of Underwriting Agreement for Preferred Stock, incorporated herein by
reference to Exhibit 1.2 of the Registrant's Registration Statement on Form S-3
(Registration No. 333-1381)
1.3 Form of Underwriting Agreement for Common Stock, incorporated herein by
reference to Exhibit 1.3 of the Registrant's Registration Statement on Form S-3
(Registration No. 333-1381)
1.4 Form of Underwriting Agreement for Warrants and Units*
1.5 Form of Distribution Agreement for Medium-Term Notes, incorporated herein by
reference to Exhibit 1.4 of the Registrant's Registration Statement on Form S-3
(Registration No. 333-7229)
4.1 Indenture dated as of January 1, 1995 between NationsBank Corporation and
BankAmerica National Trust Company, as trustee, incorporated herein by reference
to Exhibit 4.1 of the Registrant's Registration Statement on Form S-3 (Registration
No. 33-57533)
4.2 Successor Trustee Agreement effective December 15, 1995, between NationsBank
Corporation and First Trust New York, National Association (now U.S. Bank Trust
National Association), as successor trustee to BankAmerica National Trust
Company, incorporated herein by reference to Exhibit 4.2 of the Registrant's
Registration Statement on Form S-3 (Registration No. 333-7229)
4.3 Form of Senior Registered Note*
4.4 Form of Senior Medium-Term Note (Fixed Rate)*
4.5 Form of Senior Medium-Term Note (Floating Rate)*
4.6 Indenture dated as of January 1, 1995 between NationsBank Corporation and The
Bank of New York, as trustee, incorporated herein by reference to Exhibit 4.5 of the
Registrant's Registration Statement on Form S-3 (Registration No. 33-57533)
4.7 Form of Subordinated Registered Note*
4.8 Form of Subordinated Medium-Term Note (Fixed Rate)*
4.9 Form of Subordinated Medium-Term Note (Floating Rate)*
4.10 Form of Certificate for Preferred Stock, incorporated herein by reference to Exhibit
4.6 of the Registrant's Registration Statement on Form S-3 (Registration No.
33-54784)
4.11 Form of Deposit Agreement, incorporated herein by reference to Exhibit 4.4 of the
Registrant's Registration Statement on Form S-3 (Registration No. 33-54784)
4.12 Form of Depositary Receipt, incorporated herein by reference to Exhibit 4.5 of the
Registrant's Registration Statement on Form S-3 (Registration No. 33-54784)
4.13 Form of Warrant Agreement for Universal Warrant (The form of such Warrant
Agreement with respect to each particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by reference)
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
4.14 Form of Warrant Agreement for Warrants Sold Alone (The form of such Warrant
Agreement with respect to each particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by reference)
4.15 Form of Warrant Agreement for Warrants Sold Attached to Debt Securities (The
form of such Warrant Agreement with respect to each particular offering will be
filed as an exhibit to a Current Report on Form 8-K and incorporated herein by
reference)
4.16 Form of Unit Agreement (The form of such Unit Agreement with respect to each
particular offering will be filed as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference)
4.17 Form of Put Warrant (to be included in Exhibit 4.13)
4.18 Form of Call Warrant (to be included in Exhibit 4.13)
4.19 Form of Unit Certificate (to be included in Exhibit 4.16)
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P. regarding legality of securities
being registered*
12.1 Calculation of Ratios of Earnings to Fixed Charges, incorporated herein by reference
to Exhibit 12(a) of the Registrants' Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, filed May 15, 1998
12.2 Calculation of Ratios of Earnings to Fixed Charges and Preferred Dividends, incorporated
herein by reference to Exhibit 12(b) of the Registrants' Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998, filed on May 15, 1998
23.1 Consent of Smith Helms Mulliss & Moore, L.L.P. (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney*
24.2 Certified Resolutions*
25.1 Statement of Eligibility of Senior Trustee on Form T-1*
25.2 Statement of Eligibility of Subordinated Trustee on Form T-1*
99.1 Provisions of the North Carolina Business Corporation Act, as amended, relating to
indemnification of directors and officers, incorporated herein by reference to Exhibit
99.1 of the Registrant's Registration Statement on Form S-3 (Registration No.
33-63097)
</TABLE>
* Previously filed with the initial filing of this Registration Statement.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the 1933
Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that
is incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of
such issue.
The Registrant hereby undertakes (1) to use its best efforts to distribute
prior to the opening of bids, to prospective bidders, underwriters, and
dealers, a reasonable number of copies of a prospectus which at that time meets
the requirements of Section 10(a) of the 1933 Act, and relating to the
securities offered at competitive bidding, as contained in the Registration
Statement, together with any supplements thereto, and (2) to file an amendment
to the Registration Statement reflecting the results of bidding, the terms of
the reoffering and related matters to the extent required by the applicable
form, not later than the first use, authorized by the Registrant after the
opening of bids, of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of such securities by
the Registrant and no reoffering of such securities by the purchasers is
proposed to be made.
The Registrant hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act of 1939, as amended (the "Act"), in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
II-4
<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, North Carolina, on May 19, 1998.
NATIONSBANK CORPORATION
(Registrant)
By: * 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.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------------------- -------------------------------- --------------
<S> <C> <C>
* HUGH L. MCCOLL, JR. Chief Executive Officer and May 19, 1998
---------------------------------- Director (Principal Executive
(Hugh L. McColl, Jr.) Officer)
* JAMES H. HANCE, JR. Vice Chairman, Chief Financial May 19, 1998
---------------------------------- Officer and Director (Principal
(James H. Hance, Jr.) Financial Officer)
* MARC D. OKEN Executive Vice President May 19, 1998
---------------------------------- (Principal Accounting Officer)
(Marc D. Oken)
* ANDREW B. CRAIG III Chairman of the Board May 19, 1998
----------------------------------
(Andrew B. Craig III)
Director
----------------------------------
(Ray C. Anderson)
* RITA BORNSTEIN Director May 19, 1998
----------------------------------
(Rita Bornstein)
* B.A. BRIDGEWATER, JR. Director May 19 , 1998
----------------------------------
(B.A. Bridgewater, Jr.)
* THOMAS E. CAPPS Director May 19, 1998
----------------------------------
(Thomas E. Capps)
* ALVIN R. CARPENTER Director May 19, 1998
----------------------------------
(Alvin R. Carpenter)
* CHARLES W. COKER Director May 19, 1998
----------------------------------
(Charles W. Coker)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------------------- ------------------------ -------------
<S> <C> <C>
* THOMAS G. COUSINS Director May 19, 1998
----------------------------------
(Thomas G. Cousins)
* ALAN T. DICKSON Director May 19, 1998
----------------------------------
(Alan T. Dickson)
* PAUL FULTON Director May 19, 1998
----------------------------------
(Paul Fulton)
* C. RAY HOLMAN Director May 19, 1998
----------------------------------
(C. Ray Holman)
* W. W. JOHNSON Director May 19, 1998
----------------------------------
(W. W. Johnson)
* KENNETH D. LEWIS President and Director May 19, 1998
----------------------------------
(Kenneth D. Lewis)
* RUSSELL W. MEYER, JR. Director May 19, 1998
----------------------------------
(Russell W. Meyer, Jr.)
* RICHARD B. PRIORY Director May 19, 1998
----------------------------------
(Richard B. Priory)
* CHARLES E. RICE Director May 19, 1998
----------------------------------
(Charles E. Rice)
* JOHN C. SLANE Director May 19, 1998
----------------------------------
(John C. Slane)
* O. TEMPLE SLOAN, JR. Director May 19, 1998
----------------------------------
(O. Temple Sloan, Jr.)
* MEREDITH R. SPANGLER Director May 19, 1998
----------------------------------
(Meredith R. Spangler)
* ALBERT E. SUTER Director May 19, 1998
----------------------------------
(Albert E. Suter)
* RONALD TOWNSEND Director May 19, 1998
----------------------------------
(Ronald Townsend)
* JACKIE M. WARD Director May 19, 1998
----------------------------------
(Jackie M. Ward)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------------------- ---------- -------------
<S> <C> <C>
* JOHN A. WILLIAMS Director May 19, 1998
----------------------------------
(John A. Williams)
* VIRGIL R. WILLIAMS Director May 19, 1998
----------------------------------
(Virgil R. Williams)
*By: /s/ CHARLES M. BERGER
------------------------------
(Charles M. Berger)
Attorney-in-Fact
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
1.1 Form of Underwriting Agreement for Debt Securities, incorporated herein
by reference to Exhibit 1.1 of the Registrant's Registration Statement on
Form S-3 (Registration No. 333-1381)
1.2 Form of Underwriting Agreement for Preferred Stock, incorporated herein
by reference to Exhibit 1.2 of the Registrant's Registration Statement on
Form S-3 (Registration No. 333-1381)
1.3 Form of Underwriting Agreement for Common Stock, incorporated herein by
reference to Exhibit 1.3 of the Registrant's Registration Statement on Form
S-3 (Registration No. 333-1381)
1.4 Form of Underwriting Agreement for Warrants and Units*
1.5 Form of Distribution Agreement for Medium-Term Notes, incorporated
herein by reference to Exhibit 1.4 of the Registrant's Registration Statement
on Form S-3 (Registration No. 333-7229)
4.1 Indenture dated as of January 1, 1995 between NationsBank Corporation
and BankAmerica National Trust Company, as trustee, incorporated herein
by reference to Exhibit 4.1 of the Registrant's Registration Statement on
Form S-3 (Registration No. 33-57533)
4.2 Successor Trustee Agreement effective December 15, 1995, between
NationsBank Corporation and First Trust New York, National Association
(now U.S. Bank Trust National Assocation), as successor trustee to
BankAmerica National Trust Company, incorporated herein by reference to
Exhibit 4.2 of the Registrant's Registration Statement on Form S-3
(Registration No. 333-7229)
4.3 Form of Senior Registered Note*
4.4 Form of Senior Medium-Term Note (Fixed Rate)*
4.5 Form of Senior Medium-Term Note (Floating Rate)*
4.6 Indenture dated as of January 1, 1995 between NationsBank Corporation
and The Bank of New York, as trustee, incorporated herein by reference to
Exhibit 4.5 of the Registrant's Registration Statement on Form S-3
(Registration No. 33-57533)
4.7 Form of Subordinated Registered Note*
4.8 Form of Subordinated Medium-Term Note (Fixed Rate)*
4.9 Form of Subordinated Medium-Term Note (Floating Rate)*
4.10 Form of Certificate for Preferred Stock, incorporated herein by reference to
Exhibit 4.6 of the Registrant's Registration Statement on Form S-3
(Registration No. 33-54784)
4.11 Form of Deposit Agreement, incorporated herein by reference to Exhibit 4.4
of the Registrant's Registration Statement on Form S-3 (Registration No.
33-54784)
4.12 Form of Depositary Receipt, incorporated herein by reference to Exhibit 4.5
of the Registrant's Registration Statement on Form S-3 (Registration No.
33-54784)
4.13 Form of Warrant Agreement for Universal Warrant (The form of such
Warrant Agreement with respect to each particular offering will be filed as
an exhibit to a Current Report on Form 8-K and incorporated herein by
reference)
4.14 Form of Warrant Agreement for Warrants Sold Alone (The form of such
Warrant Agreement with respect to each particular offering will be filed as
an exhibit to a Current Report on Form 8-K and incorporated herein by
reference)
4.15 Form of Warrant Agreement for Warrants Sold Attached to Debt Securities
(The form of such Warrant Agreement with respect to each particular
offering will be filed as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference)
4.16 Form of Unit Agreement (The form of such Unit Agreement with respect to
each particular offering will be filed as an exhibit to a Current Report on
Form 8-K and incorporated herein by reference)
4.17 Form of Put Warrant (to be included in Exhibit 4.13)
4.18 Form of Call Warrant (to be included in Exhibit 4.13)
4.19 Form of Unit Certificate (to be included in Exhibit 4.16)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P. regarding legality of
securities being registered*
12.1 Calculation of Ratios of Earnings to Fixed Charges, incorporated herein by
reference to Exhibit 12(a) of the Registrants' Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998, filed on May 15, 1998
12.2 Calculation of Ratios of Earnings to Fixed Charges and Preferred
Dividends, incorporated herein by reference to Exhibit 12(a) of the Registrants'
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, filed on
May 15, 1998
23.1 Consent of Smith Helms Mulliss & Moore, L.L.P. (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney*
24.2 Certified Resolutions*
25.1 Statement of Eligibility of Senior Trustee on Form T-1*
25.2 Statement of Eligibility of Subordinated Trustee on Form T-1*
99.1 Provisions of the North Carolina Business Corporation Act, as amended,
relating to indemnification of directors and officers, incorporated herein by
reference to Exhibit 99.1 of the Registrant's Registration Statement on
Form S-3 (Registration No. 33-63097)
</TABLE>
* Previously filed with the initial filing of this Registration Statement.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Amendment No. 1 to the Registration Statement on Form
S-3, (Nos. 33-44826; 33-57533; 33-63097; 333-7229; 333-13811; 333-15375;
333-18273; 333-43137; and 333-51367); the Registration Statements on Form S-8
(Nos. 2-80406; 33-45279; 33-60695; 333-02875; 333-07105; 333-20913 and
333-24331) and the Post-Effective Amendment No. 1 on Form S-8 to Registration
Statements on Form S-4 (Nos. 33-43125; 33-55145; 33-63351; 33-62069; 33-62208;
333-16189 and 333-40515) of NationsBank Corporation of our report dated January
9, 1998, appearing on page 46 of the Annual Report on Form 10-K. We also
consent to the incorporation by reference of our report dated April 13, 1998
appearing on page 75 of the Current Report on Form 8-K filed April 16, 1998.
PRICE WATERHOUSE LLP
Charlotte, North Carolina
May 19, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the incorporation by reference in Amendment No. 1 to the Registration Statement
on Form S-3 and related Prospectuses of NationsBank Corporation dated May 19,
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
May 15, 1998
