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):
April 28, 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 April 28, 1998, a Committee previously
appointed by the Board of Directors of the Registrant approved
the public offering of an aggregate principal amount of (i)
$500,000,000 of the Registrant's 6 3/8% Senior Notes, due 2005 (the
"6 3/8% Senior Notes"), and (ii) $300,000,000 of the Registrant's
6.60% Subordinated Notes, due 2010 (the "6.60% Subordinated
Notes", and together with the the 6 3/8% 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 April 28, 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 Statement (hereinafter described), as
supplemented by a final Prospectus Supplement dated April 28,
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 on May 4, 1998,
Securities having an aggregate initial offering price of $880,000,000
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 April 28,
1998 with respect to the offering
of the 6 3/8% Senior Notes
1.2 Underwriting Agreement dated April 28,
1998 with respect to the offering
of the 6.60% Subordinated Notes
4.1 Form of 6 3/8% Senior Note
4.2 Form of 6.60% Subordinated Note
5.1 Form of Opinion of Smith Helms Mulliss & Moore, L.L.P.
regarding legality of the 6 3/8% Senior Notes
5.2 Form of Opinion of Smith Helms Mulliss &
Moore, L.L.P. regarding legality of the 6.60%
Subordinated Notes
12.1 Calculation of Ratios of Earnings to Fixed
Charges for each of the years in the five-year
period ended December 31, 1997
99.1 Resolutions dated April 28, 1998 of a
Committee of the Board of Directors with
respect to the terms of the offering of the
6 3/8% Senior Notes
99.2 Resolutions dated April 28, 1998 of a
Committee of the Board of Directors with
respect to the terms of the offering of the
6.60% Subordinated Notes
99.3 News Release disseminated on April 28,
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: May 6, 1998
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Underwriting Agreement dated April 28,
1998 with respect to the offering
of the 6 3/8% Senior Notes
1.2 Underwriting Agreement dated April 28,
1998 with respect to the offering
of the 6.60% Subordinated Notes
4.1 Form of 6 3/8% Senior Note
4.2 Form of 6.60% Subordinated Note
5.1 Form of Opinion of Smith Helms Mulliss & Moore, L.L.P.
regarding legality of the 6 3/8% Senior Notes
5.2 Form of Opinion of Smith Helms Mulliss & Moore, L.L.P.
regarding legality of the 6.60% Subordinated Notes
12.1 Calculation of Ratios of Earnings to Fixed
Charges for each of the years in the five-
year period ended December 31, 1997
99.1 Resolutions dated April 28, 1998 of a
Committee of the Board of Directors with
respect to the terms of the offering of the
6 3/8% Senior Notes
99.2 Resolutions dated April 28, 1998 of a
Committee of the Board of Directors with
respect to the terms of the offering of the
6.60% Subordinated Notes
99.3 News Release disseminated on April 28,
1998 regarding the sale of the Notes