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):
March 17, 1998
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.
By action dated March 4, 1998, a Committee previously appointed by
the Board of Directors of the Registrant approved the public
offering of an aggregate principal amount of (i) $600,000,000 of
the Registrant's 5 3/4% Senior Notes, due 2001 (the "5 3/4% Senior
Notes"), and (ii) $400,000,000 of the Registrant's 6.80% Subordinated
Notes, due 2028 (the "6.80% Subordinated Notes", and together
with the the 5 3/4% Senior Notes, the "Notes") to various underwriters
(the "Underwriters") and otherwise established the terms and conditions
of the Notes and the sale thereof. The resolutions of the Committee are
included as Exhibits 99.1 and 99.2 hereto.
On March 17, 1998, the Registrant entered into separate
underwriting agreements with the various Underwriters (the
"Underwriting Agreements") for each series of the Notes. The
terms of the offering and the Notes are described in the
Registrant's Prospectus dated December 19, 1996 constituting a part
of the Registration Statements (hereinafter described), as
supplemented by a final Prospectus Supplement dated March 17, 1998 for
each separate series of Notes. The Underwriting Agreements are included as
Exhibits 1.1 and 1.2 hereto.
The Notes were issued pursuant to the Registrant's Registration
Statement on Form S-3, Registration No. 333-13811, as amended ("Registration
No. 333-13811"), on a delayed basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "1933 Act"). Registration
No. 333-13811 registered up to $3,000,000,000 aggregate initial offering
price of the Registrant's unsecured debt securities (either senior or
subordinated) and shares of its preferred stock, including
depositary shares, and common stock (collectively, "Securities").
After the closing of the sale of the Notes, expected to occur on March 23,
1998, Securities having an aggregate initial offering price of
$1,650,000,000 will remain unsold under Registration No. 333-13811.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Underwriting Agreement dated
March 17, 1998 with respect to the
offering of the 5 3/4% Senior Notes
1.2 Underwriting Agreement dated
March 17, 1998 with respect to the
offering of the 6.80% Subordinated
Notes
4.1 Form of 5 3/4% Senior Note
4.2 Form of 6.80% Subordinated Note
5.1 Form of Opinion of Smith Helms Mulliss
& Moore, L.L.P., regarding legality
of the 5 3/4% Senior Notes.
5.2 Form of Opinion of Smith Helms Mulliss
& Moore, L.L.P., regarding legality
of the 6.80% Subordinated Notes.
99.1 Resolutions dated March 4, 1998
of a Committee appointed by the Board of
Directors with respect to the terms of
the offering of the 5 3/4% Senior Notes
99.2 Resolutions dated March 4, 1998
of a Committee appointed by the Board of
Directors with respect to the terms of
the offering of the 6.80% Subordinated
Notes
99.3 News Release disseminated on
March 17, 1998 regarding
the sale of the 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 23, 1998