SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 20, 1994
NATIONSBANK CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina
(State of Incorporation)
1-6523
(Commission File Number)
56-0906609
(IRS Employer Identification No.)
NationsBank Corporate Center
Charlotte, North Carolina
(Address of principal executive offices)
28255
(Zip Code)
(704) 386-5000
Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
a. Medium Term Notes
On December 20, 1994, a Committee of the Board of Directors
of the Registrant (the "Committee") approved the implementation
of a medium-term note program, pursuant to which the Registrant
may issue from time to time up to $1,000,000,000 aggregate
principal amount of certain medium-term notes, which may be
senior debt securities, designated as the Senior Medium-Term
Notes, Series C (the "Senior Medium-Term Notes") or subordinated
debt securities, designated as the Subordinated Medium-Term
Notes, Series C (the "Subordinated Medium-Term Notes" and,
together with the Senior Medium-Term Notes, the "Medium-Term
Notes"), or any combination thereof, establish the price, terms
and conditions and the specific method of distribution of the
Medium-Term Notes. The Senior Medium-Term Notes will be issued
under an Indenture dated as of January 1, 1992 between the
Registrant and BankAmerica National Trust Company (formerly
BankAmerica Trust Company of New York), as amended by a First
Supplemental Indenture dated as of July 1, 1993. The
Subordinated Medium-Term Notes will be issued under an Indenture
dated as of November 1, 1992 between the Registrant and The Bank
of New York, as amended, by a First Supplemental Indenture dated
as of July 1, 1993. The resolutions of the Committee are
included as Exhibit 99.1 hereto.
On December 20, 1994, the Registrant entered into a
distribution agreement with the agents named therein (the
"Distribution Agreement"), the terms of which will govern sales
of the Medium- Term Notes. The Medium-Term Notes are described
generally in the Prospectus dated August 12, 1993 constituting a
part of the Registration Statement (hereinafter described), as
supplemented by a Prospectus Supplement dated December 20, 1994.
The Distribution Agreement is included as Exhibit 99.2 hereto.
The Medium-Term Notes will be issued from time to time
pursuant to the Registrant's Registration Statement on Form S-3,
Registration No. 33-49881 (the "Registration Statement"), on a
delayed basis pursuant to Rule 415 under the Securities Act of
1933, as amended. The Registration Statement registered up to
$4,000,000,000 aggregate initial offering price of the
Registrant's unsecured debt securities (either senior or
subordinated), shares of its preferred stock and shares of its
common stock and was declared effective on August 12, 1993. The
Registrant previously has issued or designated for issue $3,000,000,000
aggregate principal amount of unsecured debt securities pursuant to the
Registration Statement.
b. Ratio of Earnings to Fixed Charges
The following are the consolidated ratios of earnings to fixed charges for
the nine months ended September 30, 1994 and for each of the years in the
five-year period ended December 31, 1993:
Nine Months
Ended
September 30, Year Ended December 31,
------------- --------------------------------
1994 1993 1992 1991 (1) 1990 1989 (2)
------------- ---- ---- -------- ---- --------
Ratio of Earnings to
Fixed Charges:
Excluding interest
on deposits......... 1.9 2.3 2.4 1.1 1.3 1.7
Including interest
on deposits......... 1.5 1.5 1.4 1.0 1.1 1.2
_______________
(1) Ratios include the 1991 restructuring expense of $330 million recorded
in connection with the merger of a subsidiary of the Registrant into
C&S/Sovran Corporation, effective December 31, 1991. On a pro forma basis,
excluding the 1991 restructuring expense of $330 million, the Ratio of
Earnings to Fixed Charges excluding interest on deposits was 1.3, and the
Ratio of Earnings to Fixed Charges including interest on deposits was 1.1.
(2) Includes the interest of the Federal Deposit Insurance Corporation in
the earnings of NationsBank of Texas, National Association.
For purposes of computing the consolidated ratios, earnings represent net
income of the Registrant 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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Indenture dated as of January
1, 1992 between NationsBank
Corporation and BankAmerica
National Trust Company
(formerly BankAmerica Trust
Company of New York, as
trustee, incorporated herein by
reference to Exhibit 4.1
of the Registrant's
Registration Statement on Form
S-3, Registration No. 33-54784
4.2 First Supplemental Indenture
dated as of July 1, 1993 to the
Indenture dated as of January
1, 1992 between NationsBank
Corporation and BankAmerica
National Trust Company
(formerly BankAmerica Trust
Company of New York), as
trustee, incorporated herein by
reference to Exhibit 4.1 the
Registrant's Current Report on
Form 8-K filed July 7, 1993
(Commission File No. 1-6523)
4.3 Form of Senior Medium-Term
Note, Series C (Fixed Rate)
4.4 Form of Senior Medium-Term
Note, Series C (Floating Rate)
4.5 Indenture dated as of November
1, 1992 between NationsBank
Corporation and The Bank of New
York, as trustee, incorporated
herein by reference to Exhibit
4.1 of the Registrant's Current
Report on Form 8-K filed
February 24, 1993 (Commission
File No. 1-6523)
4.6 First Supplemental Indenture
dated as of July 1, 1993 to the
Indenture dated as of November
1, 1992 between NationsBank
Corporation and The Bank of New
York, as Trustee, incorporated
herein by reference to Exhibit
4.4 of the Registrant's Current
Report on Form 8-K filed July
7, 1993 (Commission File
No.1-6523)
4.7 Form of Subordinated
Medium-Term Note, Series C
(Fixed Rate)
4.8 Form of Subordinated
Medium-Term Note, Series C
(Floating Rate)
12.1 Computation of Ratio of
Earnings to Fixed Charges
99.1 Resolutions of a Committee
of the Board of Directors dated
December 20, 1994 with respect
to the terms of the offering of
the Medium-Term Notes
99.2 Distribution Agreement dated
December 20, 1994 with respect
to the offering of the
Medium-Term Notes
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
NATIONSBANK CORPORATION
By: /S/ CHARLES M. BERGER
Charles M. Berger
Associate General Counsel
Dated: December 20, 1994