AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1996
REGISTRATION NO. 333-4594
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________
NATIONSBANK OF DELAWARE, N.A.
(Originator of the Trust described herein)
(Exact name of registrant as specified in its charter)
NATIONSBANK CREDIT CARD MASTER TRUST
UNITED STATES 51-0313900
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
Blue Hen Corporate Center, Route 113, Dover, Delaware 19901
(302) 741-1161
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Robert W. Long, Jr.
Assistant General Counsel
NationsBank Corporation
NationsBank Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28253
(704) 386-2389
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
______________________
COPIES TO:
Byron L. Ashbridge, Jr. Richard S. Fortunato
NationsBank of Delaware, N.A. Skadden, Arps, Slate, Meagher & Flom
Blue Hen Corporate Center 919 Third Avenue
Route 113 New York, New York 10022-9931
Dover, Delaware 19901 (212) 735-3000
______________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective as
determined by market conditions.
______________________
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ( )
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. (X)
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the follow-
ing box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ( ) ___________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ( ) _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ( )
______________________
CALCULATION OF REGISTRATION FEE
______________________
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM AMOUNT
OFFERING PROPOSED OF
AMOUNT TO PRICE MAXIMUM REGIS-
TITLE OF EACH CLASS OF BE REGIS- PER OFFERING TRATION
SECURITIES TO BE REGISTERED TERED UNIT (1) PRICE (1) FEE (2)
<S> <C> <C> <C> <C>
Asset Backed Certificates . . . . . $1,630,925,000 100% $1,630,925,000 $562,387.93
(1) Estimated solely for purpose of calculating the registration fee.
(2) $344.83 of which amount was previously paid.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)
OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
WHICH IS A PART OF THIS REGISTRATION STATEMENT SHALL RELATE TO ANY ASSET
BACKED CERTIFICATES WHICH REMAIN UNSOLD UNDER THE REGISTRATION STATEMENT ON
FORM S-3 (FILE NO. 33-69572) OF THE REGISTRANT, AND THIS REGISTRATION
STATEMENT CONSTITUTES POST EFFECTIVE AMENDMENT NO. 1 TO SUCH REGISTRATION
STATEMENT.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized list of the estimated expenses to be
incurred in connection with the offering of the securities being offered
hereunder other than underwriting discounts and commissions.
Registration Fee . . . . . . . . . . . . . . . . $ 562,387.93
Printing and Engraving . . . . . . . . . . . . . $ 100,000.00
Trustee's Fees . . . . . . . . . . . . . . . . . $ 45,000.00
Legal Fees and Expenses . . . . . . . . . . . . . $ 200,000.00
Accountant's Fees and Expenses . . . . . . . . . $ 45,000.00
Rating Agency Fees . . . . . . . . . . . . . . . $ 300,000.00
Miscellaneous Fees . . . . . . . . . . . . . . . $ 45,000.00
Total . . . . . . . . . . . . . . . . . . . . $1,297,387.93
____________________
* To be added by Amendment.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Articles of Association of NationsBank of Delaware, N.A.
("NationsBank") provide that NationsBank shall indemnify or
reimburse any director, officer or employee of NationsBank or any
heir, executor or administrator thereof for any reasonable
expenses actually incurred in connection with any action, suit,
or proceeding to which he is made a party by reason of his being
or having been a director, officer or employee of NationsBank,
provided, however, that no person shall be so indemnified or
reimbursed in relation to any action, suit, or proceeding in
which he shall finally be adjudged to have been negligent in the
performance of his duties or to have committed an act or failed
to perform a duty for which he shall finally be adjudged to have
been negligent in the performance of his duties or to have
committed an act or failed to perform a duty for which there is a
common law or a statutory liability; and provided further, that
no person shall be so indemnified or reimbursed in relation to
any action, suit, or proceeding which has been made the subject
of a compromise settlement, except with the approval of the
holders of record of a majority of the outstanding shares of
NationsBank. The rights of indemnification provided by the
Articles of Association of NationsBank are not exclusive of any
other rights to which such person may be entitled as a matter of
law.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
1.1 Form of Underwriting Agreement. (Incorporated herein
by reference to Exhibit 1.1 of Registration Statement
No. 33-69572 of NationsBank of Delaware, N.A.).
4.1 Form of Pooling and Servicing Agreement
(Incorporated herein by reference to
Exhibit 4.1 of Registration Statement
No. 33-69572 of NationsBank of Delaware,
N.A.) and the first amendment thereto.
5.1 Opinion of counsel to NationsBank of Delaware, N.A.
with respect to legality.*
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom with
respect to tax matters.
23.1 Consent of counsel to NationsBank of Delaware, N.A.
(included in his opinion, filed as Exhibit 5.1).*
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom
(included in its opinion filed as Exhibit 8.1).
24.1 Power of Attorney.*
24.2 Certified Resolutions of the Board of Directors of
NationsBank of Delaware, N.A.*
99 Additional Exhibits -- Form of Prospectus Supplement
(Incorporated herein by reference to Exhibit 28.1 of
Registration Statement No. 33-69572 of NationsBank of
Delaware, N.A.).
____________________
* Previously filed
(b) Financial Statements
All financial statements, schedules and historical financial
information have been omitted as they are not applicable.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes as follows:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement; (i) to include any prospectus required by Section
10(a)(3) of the Securities 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 amend-
ment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the regis-
tration 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 infor-
mation in the registration statement; provided, however, that
(a)(i) and (a)(ii) will not apply if the information required to
be included in a post-effective amendment by those subparagraphs
is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(c) To remove from registration by means of a post-effec-
tive amendment any of the securities being registered which
remain unsold at the termination of the offering.
(d) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securi-
ties offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(e) That insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provi-
sions described under Item 15 above, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforce-
able. 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 indemnifica-
tion by it is against public policy as expressed in the Securi-
ties Act and will be governed by the final adjudication of such
issue.
(f) That for purposes of determining any liability under
the Securities Act, the information omitted from the form of
prospectus filed as part of this Registration statement in
reliance upon Rule 430A and contained in form of prospectus filed
by the Registrant pursuant to Rule 424(b)(1) or (4) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(g) That for the purpose of determining any liability under
the Securities Act, each post-effective amendment that contains a
form of prospectus 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing this Amendment No. 1 to 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,
State of North Carolina, on May 29, 1996.
NATIONSBANK OF DELAWARE, N.A.
By:/s/ George W. Major
___________________________
Name: George W. Major
Title: Senior Vice President
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed on May
29, 1996 by the following persons in the capacities indicated.
SIGNATURE TITLE
* Principal Executive Officer
____________________________ Director
Eileen M. Friars
* Principal Financial Officer
_____________________________
James H. Hance, Jr.
/s/George W. Major Principal Accounting Officer
_____________________________ Director
George W. Major
* Director
______________________________
Byron L. Ashbridge, Jr.
* Director
______________________________
Weston E. Nellius
* Director
_______________________________
Frederick O. Mitchell II
* Director
________________________________
David S. Swayze
_______________________________________
* The undersigned, by signing his name hereto, does
hereby sign this Amendment No. 1 to the Registration
Statement on behalf of each of the above-indicated
directors and officers of the Registrant pursuant to a
power of attorney signed by such directors and officers.
/s/George W. Major
____________________________
George W. Major
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description Page No.
1.1 Form of Underwriting Agreement Incorporated by refer-
ence to Exhibit 1.1 of
Registration Statement
No. 33-69572 of
NationsBank of Dela-
ware, N.A.
4.1 Pooling and Servicing Agreement Incorporated by refer-
and related exhibits thereto ence to Exhibit 4.1 of
Registration Statement
No. 33-69572 of
NationsBank of Dela-
ware, N.A.
5.1* Opinion of counsel of counsel
to NationsBank of Delaware, N.A.
8.1 Opinion of Skadden, Arps,
Slate, Meagher & Flom with re-
spect to tax matters
23.1* Consent of counsel to
NationsBank of Delaware, N.A.
(included in his opinion filed
as Exhibit 5.1)
23.2 Consent of Skadden, Arps,
Slate, Meagher & Flom (included
in its opinion filed as Exhibit
8.1)
99 Additional Exhibits -- Form of Incorporated herein
Prospectus Supplement by reference to Exhib-
it 28.1 of Registra-
tion Statement No. 33-
69572 of NationsBank
of Delaware, N.A.
______________________
* Previously filed.
May 29, 1996
NationsBank of Delaware, N.A.
Blue Hen Corporate Center
Route 113
Dover, Delaware 19901
Re: NationsBank of Delaware, N.A.
Registration Statement No. 333-4594
Ladies and Gentlemen:
In connection with the above-referenced Regis-
tration Statement on Form S-3 (the "Registration State-
ment") filed by NationsBank of Delaware, N.A.
("NationsBank"), a national banking association (the
"Transferor"), with the Securities and Exchange Commis-
sion (the "Commission") under the Securities Act of 1933,
as amended, relating to the NationsBank Credit Card
Master Trust established pursuant to a Pooling and Ser-
vicing Agreement dated as of December 1, 1993 (the
"Agreement") between NationsBank, as transferor and as
servicer, and The Bank of New York, as trustee (the
"Trustee"), you have requested our opinion regarding
certain descriptions of tax consequences contained in the
form of Prospectus (the "Prospectus") included in the
Registration Statement.
Our opinion is based on an examination of the
Prospectus, the form of Agreement, and such other docu-
ments, instruments and information as we have considered
necessary and deemed material to the opinion set forth
herein, and assumes that all representations contained
therein are correct and that the parties thereto comply
with the terms thereof. Our opinion is also based upon
the Internal Revenue Code of 1986, as amended, adminis-
trative rulings, judicial decisions, Treasury regulations
and other applicable authorities. The statutory provi-
sions, regulations and interpretations on which our
opinion is based are subject to changes, and such changes
could apply retroactively. In addition, there can be no
assurance that positions contrary to those stated in our
opinion may not be taken by the Internal Revenue Service.
In our examination, we have assumed the genu-
ineness of all signatures, the authenticity of all docu-
ments submitted to us as originals, the conformity to
original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of
the originals of such latter documents. As to any facts
material to the opinions expressed herein which were not
independently established or verified, we have relied
upon statements, representations, and certifications of
officers and other representatives of the Transferor and
others.
Based on the foregoing, we hereby confirm that
the statements in the Prospectus under the headings
"Prospectus Summary--Tax Status" and "Certain Federal
Income Tax Consequences," subject to the qualifications
set forth therein, accurately describe the material
federal income tax consequences to holders of Offered
Certificates, under existing law and the assumptions
stated therein.
We also note that the Prospectus and the Agree-
ment do not relate to a specific transaction other than
that described. Accordingly, the above-referenced de-
scription of Federal income tax consequences may require
modification in the context of an actual transaction.
We express no opinion with respect to the
matters addressed in this letter other than as set forth
above.
We consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of
our name in the Prospectus.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom
