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, AS AMENDED
Date of Report (Date of earliest event reported): August 29, 1996
NATIONSBANK CORPORATION
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(Exact name of registrant as specified in its charter)
North Carolina 1-6523 56-0906609
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
NationsBank Corporate Center, Charlotte, North Carolina 28255
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(Address of principal executive offices) Zip Code
(704) 386-5000
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(Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On August 29, 1996, NationsBank Corporation, a corporation
organized and existing under the laws of the State of North Caro-
lina ("NationsBank"), and Boatmen's Bancshares, Inc., a corpora-
tion organized and existing under the laws of the State of Mis-
souri ("Boatmen's"), and each registered as a bank holding company
under the Bank Holding Company Act of 1956, as amended, entered
into an Agreement and Plan of Merger (the "Merger Agreement"),
pursuant to which Boatmen's will be merged with a wholly owned
subsidiary of NationsBank (the "Merger"). The Board of Directors
of both NationsBank and Boatmen's approved the Merger Agreement
and the transactions contemplated thereby at their meetings held
on August 29, 1996.
In accordance with the terms of the Merger Agreement, (i)
each share of Boatmen's common stock, $1.00 par value per share
("Boatmen's Common Stock"), outstanding immediately prior to the
effective time of the Merger (the "Effective Time") will be con-
verted into the right to receive 0.6525 of a share (the "Exchange
Ratio") of NationsBank common stock ("NationsBank Common Stock")
or, at the election of each of the holders of Boatmen's Common
Stock, an amount in cash in respect of each share of Boatmen's
Common Stock that is equal to the Exchange Ratio times the average
closing price of NationsBank Common Stock during the 10 consecu-
tive trading day period during which the shares of NationsBank
Common Stock are traded on the New York Stock Exchange ending on
the tenth calendar day immediately prior to the anticipated Effec-
tive Time (such cash consideration in the aggregate not to exceed
40% of the aggregate consideration paid by NationsBank in exchange
for Boatmen's Common Stock), and (ii) each share of Boatmen's pre-
ferred stock will be converted into new shares of NationsBank pre-
ferred stock having substantially similar terms.
If cash elections are made with respect to less than 40% of
the Boatmen's Common Stock, NationsBank currently expects to
repurchase shares of NationsBank Common Stock from time to time
so that the pro forma impact of the Merger will be the issuance of
approximately 60% of the aggregate Merger consideration in
NationsBank Common Stock and 40% of the aggregate Merger consid-
eration in cash.
The Merger is intended to constitute a tax-free reorganiza-
tion under the Internal Revenue Code of 1986, as amended, and to
be accounted for as a purchase.
In addition, the Merger Agreement contemplates that each
stock option or other right to purchase shares of Boatmen's Common
Stock under the stock option and other stock-based compensation
plans of Boatmen's (each a "Boatmen's Plan"), will be converted
into and become a right to purchase shares of NationsBank Common
Stock, or to receive cash, in accordance with the terms of the
Boatmen's Plan and Boatmen's option or right agreement by which it
is evidenced, except that from and after the Effective Time (i)
the number of shares of NationsBank Common Stock subject to each
Boatmen's option or right shall be equal to the number of shares
of Boatmen's Common Stock subject to such option or right im-
mediately prior to the Effective Time multiplied by the Exchange
Ratio, and (ii) the per share exercise price of NationsBank Common
Stock purchasable thereunder or upon which the amount of a cash
payment is determined shall be that specified in the Boatmen's
option or right divided by the Exchange Ratio. Each holder of
Boatmen's Common Stock or of a Boatmen's option or right who would
otherwise be entitled to receive a fractional share of NationsBank
Common Stock (after taking into account all of a shareholder's
certificates) will receive, in lieu thereof, the equivalent cash
value of such fractional share, without interest.
Consummation of the Merger is subject to various conditions,
including: (i) receipt of approval by the shareholders of each of
NationsBank and Boatmen's of appropriate matters relating to the
Merger Agreement and the Merger, as required to be approved under
applicable law; (ii) receipt of requisite regulatory approvals
from the Board of Governors of the Federal Reserve System and
other federal and state regulatory authorities; (iii) receipt of
an opinion of counsel as to the tax treatment of certain aspects
of the Merger; (iv) listing, subject to notice of issuance, of the
NationsBank stock to be issued in the Merger; and (v) satisfaction
of certain other conditions.
The Merger Agreement and the Merger will be submitted for
approval at meetings of the shareholders of each of Boatmen's and
NationsBank. Prior to such meetings, NationsBank will file a reg-
istration statement with the Securities and Exchange Commission
registering under the Securities Act of 1933, as amended, the Na-
tionsBank stock to be issued in the Merger. Such shares of Na-
tionsBank stock will be offered to the Boatmen's shareholders pur-
suant to a prospectus that will also serve as a joint proxy state-
ment for the shareholders' meetings.
The preceding description of the Merger Agreement is quali-
fied in its entirety by reference to the copy of the Merger Agree-
ment included as Exhibit 99.1 hereto and which is hereby incorpo-
rated herein by reference.
In connection with the Merger Agreement, NationsBank and
Boatmen's entered into a Stock Option Agreement, dated August 29,
1996 (the "Stock Option Agreement"), pursuant to which Boatmen's
granted to NationsBank an option to purchase, under certain cir-
cumstances, up to 31,218,660 shares of Boatmen's Common Stock at a
price, subject to certain adjustments, of $43.375 per share (the
"NationsBank Option"). The NationsBank Option if exercised, would
equal, before giving effect to the exercise of the NationsBank
Option, 19.9% of the total number of shares of Boatmen's Common
Stock outstanding. The NationsBank Option was granted by
Boatmen's as a condition and inducement to NationsBank's willing-
ness to enter into the Merger Agreement. Under certain circum-
stances, Boatmen's may be required to repurchase the NationsBank
Option or the shares acquired pursuant to the exercise of the Na-
tionsBank Option. The Stock Option Agreement contains a provision
which caps at $250 million the value of the NationsBank Option.
The preceding description of the Stock Option Agreement is
qualified in its entirety by reference to the copy of the Stock
Option Agreement included as Exhibit 99.2 hereto and which is
hereby incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired.
The following supplemental consolidated financial statements
of Boatmen's Bancshares, Inc. are incorporated herein by ref-
erence to Exhibit 99.4 filed herewith:
1. Consolidated Balance Sheet as of December 31, 1995 and
1994.
2. Consolidated Statement of Income for the years ended
December 31, 1995 and 1994.
3. Consolidated Statement of Changes in Stockholders' Eq-
uity for the years ended December 31, 1995 and 1994.
4. Consolidated Statement of Cash Flows for the years ended
December 31, 1995 and 1994.
5. Notes to the Consolidated Financial Statements.
The information presented in Exhibit 99.4 with respect to the
year ended December 31, 1993 is not incorporated herein.
The report of Ernst & Young LLP, independent accountants, on
the supplemental consolidated financial statements of
Boatmen's Bancshares, Inc. as of December 31, 1995 and 1994
and for the three years then ended is filed herewith as part
of Exhibit 99.4 and the related consent is filed herewith as
Exhibit 99.5. Both the opinion and consent are incorporated
herein by reference.
(b) Pro forma financial information
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
The following unaudited Pro Forma Condensed Financial Information
and explanatory notes are presented to show the impact on the his-
torical financial position and results of operations of Nations-
Bank of the proposed combination with Boatmen's.
In accordance with the Merger Agreement, each share of Boatmen's
Common Stock outstanding at the Effective Time will be converted
in the Merger into the right to receive 0.6525 of a share of Na-
tionsBank Common Stock or, at the election of each of the holders
of Boatmen's Common Stock, an amount in cash in respect of each
share of Boatmen's Common Stock that is equal to the Exchange Ra-
tio times the average closing price of the NationsBank Common
Stock during the 10 consecutive trading day period during which
the shares of NationsBank Common Stock are traded on the New York
Stock Exchange ending on the tenth calendar day immediately prior
to the anticipated Effective Time (such cash consideration in the
aggregate not to exceed 40% of the aggregate consideration paid by
NationsBank for Boatmen's Common Stock), and each share of
Boatmen's preferred stock will be converted into new shares of
NationsBank preferred stock having substantially similar terms.
The unaudited Pro Forma Condensed Financial Information reflects
the Merger using the purchase method of accounting. The cash com-
ponent of the purchase price is assumed to equal 40% of the pur-
chase price in the unaudited Pro Forma Condensed Financial Infor-
mation and is expected to be funded by NationsBank through the
issuance of additional debt securities.
The unaudited Pro Forma Condensed Balance Sheet assumes that the
Merger was consummated on June 30, 1996. The unaudited Pro Forma
Condensed Statements of Income reflect the consolidation of the
results of operations of NationsBank and Boatmen's for the year
ended December 31, 1995 and the six months ended June 30, 1996.
The unaudited Pro Forma Condensed Financial Information reflects
preliminary purchase accounting adjustments. Estimates relating
to the fair value of certain assets, liabilities and other items
have been made as more fully described in the Notes to the unau-
dited Pro Forma Condensed Financial Information. Actual adjust-
ments, which may include adjustments to additional assets, li-
abilities and other items, will be made on the basis of appraisals
and evaluations as of the Effective Time and, therefore, will dif-
fer from those reflected in the unaudited Pro Forma Condensed Fi-
nancial Information.
The combined company expects to achieve substantial merger ben-
efits including operating cost savings and revenue enhancements.
The pro forma earnings, which do not reflect any direct costs,
potential savings or revenue enhancements which are expected to
result from the consolidation of operations of NationsBank and
Boatmen's, are not indicative of the results of future operations.
The unaudited Pro Forma Condensed Financial Information and ex-
planatory notes presented also show the impact on the historical
financial position and results of operations of NationsBank of its
acquisitions of Bank South Corporation ("Bank South"), completed
January 9, 1996, TAC Bancshares, Inc. and its subsidiary, Chase
Federal Bank FSB ("Chase Federal"), completed August 13, 1996, and
CSF Holdings, Inc. ("CSF"), completed January 10, 1996 (col-
lectively, the "Other Acquisitions"). The Other Acquisitions are
reflected net of pro forma adjustments in the unaudited Pro Forma
Condensed Financial Information and explanatory notes.
With the exception of Chase Federal, which is reflected as if ac-
quired on June 30, 1996, the Other Acquisitions were closed prior
to June 30, 1996, and are reflected in the June 30, 1996 unaudited
NationsBank historical balance sheet. The unaudited Pro Forma
Condensed Statements of Income reflect the results of operations
of the Other Acquisitions for the year ended December 31, 1995 and
the six months ended June 30, 1996 as if the Other Acquisitions
had occurred on January 1, 1995 and January 1, 1996 respectively.
The acquisition of Chase Federal and CSF are reflected in the un-
audited Pro Forma Condensed Financial Information using the pur-
chase method of accounting and the acquisition of Bank South is
reflected as a pooling of interests. The Other Acquisitions pro
forma earnings do not reflect any direct costs, potential savings
or revenue enhancements that may result from the consolidation of
operations related to the Other Acquisitions, and are therefore
not indicative of the results of future operations.
In addition to the Other Acquisitions, during 1995 and 1996 Na-
tionsBank also acquired several other businesses, including bank-
ing institutions in Florida and Texas as well as a mortgage corpo-
ration. These acquisitions were all accounted for under the pur-
chase method of accounting and are included in the unaudited Pro
Forma Condensed Financial Information for the periods subsequent
to the consummation of each acquisition. The unaudited Pro Forma
Condensed Financial Information does not reflect these acquisi-
tions for the periods prior to consummation as the impacts, indi-
vidually and in the aggregate, were not material to NationsBank.
PRO FORMA CONDENSED BALANCE SHEET
(Dollars in Millions)
(Unaudited)
At June 30, 1996
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NationsBank
Pro Forma Boatmen's Other Pro Forma
NationsBank Boatmen's Adjustments Combined Acquisitions Combined
----------- ---------- ----------- ----------- ------------ ---------
ASSETS
Cash and cash equivalents $ 7,557 $ 2,139 $ $ 9,696 $ 20 $ 9,716
Time deposits placed 1,226 37 1,263 - 1,263
Investment securities 19,110 11,723 28 (1) 20,861 1,143 22,004
(10,000)(2)
Federal funds sold and securities purchased under
agreements to resell 7,560 489 8,049 - 8,049
Trading account assets 21,560 45 21,605 - 21,605
Loans, leases and factored accounts receivable, net
of unearned income 123,705 24,417 148,122 1,534 149,656
Allowance for credit losses (2,292) (472) (2,764) (20) (2,784)
Premises, equipment and lease rights, net 2,721 787 3,508 20 3,528
Customers' acceptance liability 935 - 935 - 935
Other assets 10,226 1,517 5,273 (1) 17,046 197 17,243
30 (1)
-------- ------- ------- -------- ------ --------
Total assets $ 192,308 $ 40,682 $ (4,669) $ 228,321 $ 2,894 $ 231,215
======== ======= ======= ======== ====== ========
LIABILITIES
Deposits 108,124 30,629 138,753 1,960 140,713
Borrowed funds 29,593 5,209 (10,000)(2) 24,802 423 25,225
Trading account liabilities 13,143 - 13,143 - 13,143
Acceptances outstanding 935 - 935 - 935
Accrued expenses and other liabilities 5,961 598 232 (1) 6,791 16 6,807
Long-term debt 20,527 655 3,436 (1) 24,618 495 25,113
-------- ------- ------- -------- ------ --------
Total liabilities $ 178,283 $ 37,091 $ (6,332) $ 209,042 $ 2,894 $ 211,936
======== ======= ======= ======== ====== ========
SHAREHOLDERS' EQUITY
Preferred stock $ 176 $ 99 $ $ 275 $ - $ 275
Common stock 5,130 158 (158)(1) 10,285 - 10,285
5,155 (1)
Surplus - 1,212 (1,212)(1) - - -
Retained earnings 8,779 2,274 (2,274)(1) 8,779 - 8,779
Less: Treasury stock - (59) 59 (1) - - -
Other including loan to ESOP trust (60) (93) 93 (1) (60) - (60)
-------- ------- ------- -------- ------ --------
Total shareholders' equity 14,025 3,591 1,663 19,279 - 19,279
-------- ------- ------- -------- ------ --------
-------- ------- ------- -------- ------ --------
Total liabilities and shareholders' equity $ 192,308 $ 40,682 $ (4,669) $ 228,321 $ 2,894 $ 231,215
======== ======= ======= ======== ====== ========
/TABLE
PRO FORMA CONDENSED STATEMENT OF INCOME
(Dollars in Millions, Except Per Share Amounts)
(Unaudited)
For the Six Months Ended June 30, 1996
--------------------------------------------------------------------------
NationsBank
Pro Forma Boatmen's Other Pro Forma
NationsBank Boatmen's Adjustments Combined Acquisitions Combined
----------- ---------- ----------- ----------- ------------ ---------
Income from Earning Assets
Interest and fees on loans and leases $ 5,254 $ 1,059 $ $ 6,313 $ 55 $ 6,368
Interest and dividends on securities 759 358 3 (3) 794 45 839
(326)(5)
Interest on federal funds sold and securities
purchased under agreements to resell 345 18 363 - 363
Trading account securities 578 1 579 - 579
Other 79 3 82 - 82
-------- ------- ------- -------- ------- --------
Total income from earning assets 7,015 1,439 (323) 8,131 100 8,231
Interest Expense
Deposits 1,706 505 2,211 45 2,256
Borrowed funds 1,201 120 (287)(5) 1,034 9 1,043
Long-term debt 626 27 134 (4) 787 21 808
Other 338 - 338 - 338
-------- ------- ------- -------- ------- --------
Total interest expense 3,871 652 (153) 4,370 75 4,445
-------- ------- ------- --------- ------- --------
Net interest income 3,144 787 (170) 3,761 25 3,786
Provision for credit losses 310 46 356 6 362
-------- ------- ------- -------- ------- --------
Net credit income 2,834 741 (170) 3,405 19 3,424
Gains on sales of securities 8 1 9 2 11
Noninterest income 1,802 420 (2)(3) 2,220 3 2,223
Merger-related charge 118 42 (160)(8) - - -
Noninterest expense 2,806 715 123 (3) 3,644 25 3,669
-------- ------- ------- -------- ------- --------
Income before taxes 1,720 405 (135) 1,990 (1) 1,989
Income taxes 602 148 (15)(7) 735 - 735
-------- ------- ------- -------- ------- --------
Net income 1,118 257 (120) 1,255 (1) 1,254
Preferred dividends 8 3 11 - 11
-------- ------- ------- -------- ------- --------
Net income available to common shareholders $ 1,110 $ 254 $ (120) $ 1,244 $ (1) $ 1,243
======== ======= ======= ======== ======= ========
Primary earnings per common share $ 3.70 $ 1.61 $ 3.43 $ 3.43
======== ======= ======== ========
Fully diluted earnings per common share $ 3.65 $ 3.40 $ 3.40
======== ======== ========
/TABLE
PRO FORMA CONDENSED STATEMENT OF INCOME
(Dollars in Millions, Except Per Share Amounts)
(Unaudited)
For the Year Ended December 31, 1995
--------------------------------------------------------------------------
NationsBank
Pro Forma Boatmen's Other Pro Forma
NationsBank Boatmen's Adjustments Combined Acquisitions Combined
----------- ---------- ----------- ----------- ------------ ---------
Income from Earning Assets
Interest and fees on loans and leases $ 9,552 $ 2,108 $ $ 11,660 $ 677 $ 12,337
Interest and dividends on securities 1,468 719 6 (3) 1,543 379 1,922
(650)(5)
Interest on federal funds sold and securities
purchased under agreements to resell 937 40 977 16 993
Trading account securities 1,097 2 1,099 1 1,100
Other 166 4 170 4 174
-------- ------- ------- -------- ------- --------
Total income from earning assets 13,220 2,873 (644) 15,449 1,077 16,526
Interest Expense
Deposits 3,281 1,025 4,306 444 4,750
Borrowed funds 2,710 305 (617)(5) 2,398 195 2,593
Long-term debt 886 51 268 (4) 1,205 66 1,271
Other 896 - 896 - 896
-------- ------- ------- -------- ------- --------
Total interest expense 7,773 1,381 (349) 8,805 705 9,510
-------- ------- ------- --------- ------- --------
Net interest income 5,447 1,492 (295) 6,644 372 7,016
Provision for credit losses 382 60 442 10 452
-------- ------- ------- -------- ------- --------
Net credit income 5,065 1,432 (295) 6,202 362 6,564
Gains (losses) on sales of securities 29 (7) 22 9 31
Noninterest income 3,078 767 (4)(3) 3,841 165 4,006
Noninterest expense 5,181 1,451 245 (3) 6,877 438 7,315
-------- ------- ------- -------- ------- --------
Income before taxes 2,991 741 (544) 3,188 98 3,286
Income taxes 1,041 261 (130)(7) 1,172 27 1,199
-------- ------- ------- -------- ------- --------
Net income 1,950 480 (414) 2,016 71 2,087
Preferred dividends 8 7 15 6 21
-------- ------- ------- -------- ------- --------
Net income available to common shareholders $ 1,942 $ 473 $ (414) $ 2,001 $ 65 $ 2,066
======== ======= ======= ======== ======= ========
Primary earnings per common share $ 7.13 $ 3.02 $ 5.99 $ 5.74
======== ======= ======== ========
Fully diluted earnings per common share $ 7.04 $ 5.94 $ 5.69
======== ======== ========
/TABLE
NOTES TO THE UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMA-
TION
(Dollars in Millions,
Shares in Thousands,
Per-Share Amounts Actuals)
The unaudited Pro Forma Condensed Financial Information is
based upon the following adjustments and related assumptions;
the actual purchase accounting adjustments will be made on the
basis of appraisals and evaluations as of the date of consumma-
tion of the Merger and, therefore, will differ from those re-
flected in the unaudited Pro Forma Condensed Financial Informa-
tion.
Note 1
The purchase accounting adjustments to record the Merger used
in the preparation of the unaudited Pro Forma Condensed Balance
Sheet are summarized below:
Shares of Boatmen's Common Stock outstanding............... 156,741(A)
Exchange Ratio............................................. 0.6525
--------
NationsBank Common Stock equivalant ....................... 102,274
Consideration to be paid in NationsBank Common Stock.... 60%(B)
--------
NationsBank Common Stock assumed issued................ 61,364
Assumed NationsBank Share Price........................ $ 84(C)
--------
Assumed additional shareholders' equity................ $ 5,155
--------
Consideration to be paid in cash....................... 40%(B)
--------
NationsBank Common Stock assumed issued................ 40,910
Assumed NationsBank Share Price........................ $ 84(C)
--------
Assumed cash consideration............................. $ 3,436
--------
Total purchase price........................................ $ 8,591
Historical net assets acquired.............................. $ 3,591
Less: Boatmen's preferred stock............................ (99)
--------
3,492
--------
Premium to allocate......................................... $ 5,099
--------
Adjustments to fair value of net assets acquired:
Investment securities.................................. 28(D)
Mortgage servicing rights.............................. 30(E)
Deferred income taxes.................................. (232)(F)
Intangibles............................................ 5,273(G)
--------
$ 5,099
--------
----------------
(A) The number of shares of Boatmen's Common Stock to be ex-
changed will be those outstanding immediately prior to the
Effective Time of the Merger. The number of shares of
Boatmen's Common Stock outstanding on July 31, 1996 has
been used in the pro forma computations.
(B) Each share of Boatmen's Common Stock outstanding at the
Effective Time will be converted in the Merger into the
right to receive 0.6525 of a share of NationsBank Common
Stock or, at the election of each of the holders of
Boatmen's Common Stock, an amount in cash in respect of
each share of Boatmen's Common Stock that is equal to the
Exchange Ratio times the average closing price of the Na-
tionsBank Common Stock during the 10 consecutive trading
day period during which the shares of NationsBank Common
Stock are traded on the New York Stock Exchange ending on
the tenth calendar day immediately prior to the antici-
pated Effective Time (such cash consideration in the ag-
gregate not to exceed 40% of the aggregate consideration
paid by NationsBank for Boatmen's Common Stock). An as-
sumed cash election of 40% has been used in the pro forma
computations. The unaudited Pro Forma Condensed Financial
Information reflects funding of the cash component of the
purchase price from issuance by NationsBank of additional
debt securities.
(C) NationsBank Common Stock price as of September 3, 1996.
(D) Reflects the net appreciation in the investment securities
portfolio at June 30, 1996.
(E) Reflects the estimated fair value in excess of carrying
value of mortgage servicing rights at June 30, 1996.
(F) Represents the estimated tax liability associated with
adjustments to the carrying value of investments securi-
ties, mortgage servicing rights and certain identifiable
intangible assets.
(G) Includes both identifiable intangibles and goodwill.
Since the final determination of adjustments to assets and
liabilities will be made based upon the fair values as of
the Effective Time and after appraisals and evaluations
are complete, the final amounts will differ from the esti-
mates provided herein.
Note 2
Reflects the planned reduction of discretionary investment se-
curity portfolio and related paydown of borrowed funds.
Note 3
The purchase accounting adjustments related to the Merger
reflected in the unaudited Pro Forma Condensed Statement
of Income are summarized as follows:
Six Months Year Ended
Ended December 31,
June 30, 1996 1995
------------- -----------
Interest income
Amortization of investment
securities adjustment......... $3 $6
Noninterest income
Amortization of mortgage
servicing rights
adjustment.................... $2 $4
Noninterest expense
Amortization of incremental
intangibles..................... $123 $245
Note 4
Purchase accounting adjustments related to NationsBank's fund-
ing of the Merger have been reflected in the unaudited Pro
Forma Condensed Statements of Income as follows:
Six Months Year Ended
Ended December 31,
June 30, 1996 1995
------------- -----------
Interest expense
Increase in interest
expense on debt securities
to fund the cash component
of the purchase price....... $134 $268
Note 5
Foregone interest income on discretionary investment security
portfolio reduction and related reduction in funding cost.
Six Months Year Ended
Ended December 31,
June 30, 1996 1995
------------- ------------
Interest income................ $326 $650
Interest expense............... $287 $617
--- ---
$39 $33
Note 6
The following assumptions were used in establishing the pur-
chase accounting adjustments related to the Merger in the unau-
dited Pro Forma Condensed Statements of Income.
Securities
Amortize the discount related to investment securities portfo-
lio assumed to be retained into interest income on a straight-
line method over the estimated maturities of the affected secu-
rities, 3 years.
Mortgage Servicing Rights
Amortize the excess of fair value over carrying value on a
straight-line method over the estimated maturities of the un-
derlying mortgages of 7 years.
Intangibles
Amortize the identifiable intangible value as noninterest ex-
pense over 10 years and goodwill on a straight-line basis over
25 years.
Note 7
Income tax expense on pro forma adjustments is reflected using
a 36% tax rate.
Note 8
Reflects the elimination of nonrecurring merger-related charges
incurred by NationsBank and Boatmen's associated with transac-
tions other than the Merger. Such charges were comprised pri-
marily of severance costs, facilities and branch closure costs,
cancellations of contractual obligations and other merger-
related expenses including investment banking fees.
Note 9
On July 18, 1996, NationsBank repurchased 10 million shares of
NationsBank Common Stock. The effect of this repurchase has
not been included in the unaudited Pro Forma Condensed Finan-
cial Information.
(c) Exhibits
--------
Exhibit Description
------- -----------
99.1 Agreement and Plan of Merger, dated as of August 29,
1996, by and between NationsBank Corporation and
Boatmen's Bancshares, Inc.
99.2 Stock Option Agreement, dated as of August 29, 1996,
by and between NationsBank Corporation, as grantee,
and Boatmen's Bancshares, Inc., as issuer.
99.3 Text of joint press release, dated August 30, 1996,
issued by NationsBank Corporation and Boatmen's Banc-
shares.
99.4 Consolidated Financial Statements of Boatmen's Banc-
shares, Inc. and Report of Ernst & Young.
99.5 Consent of Ernst & Young.
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly autho-
rized.
NATIONSBANK CORPORATION
(Registrant)
------------
By: /s/ Marc D. Oken
-----------------------
Marc D. Oken
Executive Vice
President
and Chief Accounting
Officer
Dated: September 6, 1996
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
99.1 Agreement and Plan of Merger, dated as of August
29, 1996, by and between NationsBank Corporation
and Boatmen's Bancshares, Inc.
99.2 Stock Option Agreement, dated as of August 29,
1996, by and between NationsBank Corporation, as
grantee, and Boatmen's Bancshares, Inc., as is-
suer.
99.3 Text of joint press release, dated August 30,
1996, issued by NationsBank Corporation and
Boatmen's Bancshares, Inc.
99.4 Consolidated Financial Statements of Boatmen's
Bancshares, Inc. and Report of Ernst & Young
LLP.
99.5 Consent of Ernst & Young LLP.