EXHIBIT 99.3
NationsBank News Release
FOR IMMEDIATE RELEASE
August 30, 1996 -- NationsBank Corporation and Boatmen's
Bancshares, Inc., today announced a definitive agreement to
merge the two companies. The combined company will create an
unmatched banking franchise serving more than 13 million
customers in 16 states in the Midwest, Southwest, Southeast and
Mid-Atlantic.
Following the merger, NationsBank will have combined assets of
approximately $230 billion, $20 billion in shareholders' equity
and a market capitalization of $33 billion. The company will
have the earnings power to produce nearly $3 billion in net
income during 1997, based on current analyst consensus
estimates. The transaction is expected to close in January
1997.
Andrew B. Craig III, chairman and chief executive officer of
Boatmen's, will be chairman of the board of NationsBank Corp.
Hugh L. McColl Jr., current chairman and chief executive
officer of NationsBank Corp., will be chief executive officer
of the merged company.
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"The combination of these two great companies creates a new
power in banking in North America. The access to products and
services in our newly expanded 16-state franchise is evidence
of our continued commitment to convenience, choice and value
for our new and existing customers. We are creating tomorrow's
banking company today," McColl said.
"In addition, the short-term and long-term earnings potential
of our company has been strengthened dramatically, providing
increasing financial opportunity for NationsBank shareholders,"
McColl added. "We welcome our new teammates and eagerly
anticipate joining them in this partnership. Such a dynamic
expansion of our company means greater opportunity for all."
Banking customers in the expanded NationsBank territory will
have access to the premier retail banking organization in the
United States. NationsBank will reach a population of 100
million people through more than 5,000 ATMs and approximately
2,600 banking centers. NationsBank will have a combined 15
percent deposit share across its franchise.
"We believe NationsBank is the best partner for Boatmen's.
Together we bring an innovative technological expertise and the
same strong commitment to helping our customers succeed," Craig
said. "We feel confident that our customers, our communities,
our associates and our shareholders will benefit from this
combination."
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In addition to creating a unique retail banking franchise, the
newly combined company will enjoy:
-- A trust and asset management division with $111
billion in assets under discretionary management, making it the
sixth-largest bank-owned asset management business in North
America, and generating $650 million in annual fees
-- $23 billion in combined proprietary mutual funds
-- A $110 billion mortgage servicing portfolio
-- A greatly expanded business customer base in small- to
middle-market companies
NationsBank will use purchase accounting for the transaction.
The purchase price is based on a fixed exchange rate of .6525
shares of NationsBank common stock for each share of Boatmen's
common stock outstanding.
For Boatmen's shareholders, the merger will be structured as a
"cash election" merger, in which holders of Boatmen's common
stock will have the right to choose to receive either form of
consideration. At least 60 percent of the aggregate purchase
price paid to all holders will be in shares of NationsBank
common stock, and the balance of approximately 40 percent will
be paid in either cash or NationsBank common stock, or a mix of
the two. The transaction will be a tax-free exchange for
Boatmen's shareholders to the extent they receive shares of
NationsBank stock.
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NationsBank projects $335 million in annual cost savings from
the merger, fully realized by 1999. This represents a
reduction in the combined expenses of 5 percent. These cost
savings will come in the areas of operational consolidation,
delivery system optimization, business line consolidation and
vendor leverage.
The merger is subject to the approval of Boatmen's and
NationsBank shareholders and the appropriate regulatory
authorities.
At June 30, 1996, NationsBank had $192 billion in total assets,
ranking the Charlotte, N.C.-based company as the fifth-largest
U.S. commercial bank. The assets of St. Louis, Mo.-based
Boatmen's totaled $41 billion. The combined company is
expected to rank fourth in assets.
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Editor's Note:
Executives of the two companies will answer questions from the
media at a news conference today at 1 p.m. CDT in the Regency
Ballroom of the Hyatt Regency at Union Station on Market Street
in St. Louis. Reporters wishing to participate in the news
conference by telephone may call 913 749-9362, ID code: NB 831.
A satellite uplink will be available at the following
coordinates: KU Band; Galaxy 7; Transponder 4; Full
transponder; Vertical polarization; Located 91 degrees West:
Downlink frequency 11780 MGH; Audio frequency 6.2/6.8; Not
encripted / in the clear.
Media contacts: NationsBank 314 621-5188
Analyst contacts: Jenny Repass, NationsBank 704 386-8465
Kevin Stitt, Boatmen's 314 466-7662