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):
February 28, 1995
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.
Medium Term Notes
On February 28, 1995, a Committee of the Board of Directors
of the Registrant (the "Committee") approved the implementation
of a medium-term note program, pursuant to which certain officers
of the Registrant may cause it to issue from time to time up to
$2,000,000,000 aggregate principal amount of certain medium-term
notes, which may be senior debt securities, designated as the
Senior Medium-Term Notes, Series D (the "Senior Medium-Term
Notes") or subordinated debt securities, designated as the
Subordinated Medium-Term Notes, Series D (the "Subordinated
Medium-Term Notes" and, together with the Senior Medium-Term
Notes, the "Medium-Term Notes"), or any combination thereof, and
may 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, 1995 between the Registrant and BankAmerica National
Trust Company. The Subordinated Medium-Term Notes will be issued
under an Indenture dated as of January 1, 1995 between the
Registrant and The Bank of New York. The resolutions of the
Committee are included as Exhibit 99.1 hereto.
On February 28, 1995, the Registrant entered into a
distribution agreement with the agents named therein (the
"United States 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 February 24, 1995
constituting a part of the Registration Statement (hereinafter
described), as supplemented by a Prospectus Supplement dated
February 28, 1995. The United States 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,
as amended, Registration No. 33-57533 (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 $3,000,000,000 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 February 24, 1995.
The Registrant has not yet issued any securities under the
Registration Statement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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, as amended, Registration
No. 33-57533
4.2 Form of Senior Medium-Term
Note, Series D (Fixed Rate)
4.3 Form of Senior Medium-Term
Note, Series D (Floating Rate)
4.4 Indenture dated as of January
1, 1995 between NationsBank
Corporation and The Bank of New
York, as trustee, incorporated
herein by reference to Exhibit
4.8 of the Registrant's
Registration Statement on
Form S-3, as amended,
Registration No. 33-57533
4.5 Form of Subordinated
Medium-Term Note, Series D
(Fixed Rate)
4.6 Form of Subordinated
Medium-Term Note, Series D
(Floating Rate)
99.1 Resolutions of a Committee
of the Board of Directors dated
February 28, 1995 with respect
to the terms of the offering of
the Medium-Term Notes
99.2 Master United States
Distribution Agreement dated
February 28, 1995 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: March 2, 1995