SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-2
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
The Current Report on Form 8-K dated August 29, 1996 and filed
with the Securities and Exchange Commission on September 6, 1996,
as amended with the Securities and Exchange Commission on Septem-
ber 11, 1996 is amended to add Exhibit 99.7 and to amend and re-
state Item 7 in its entirety as follows:
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 Banc-
shares, 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 opin-
ion and consent are incorporated herein by reference.
Certain unaudited financial information regarding Boatmen's Banc-
shares, Inc., including (i) a consolidated balance sheet as of
June 30, 1996, and consolidated statements of income, consolidated
statements of changes in stockholders' equity and consolidated
statements of cash flows for the six months ended June 30, 1996
and June 30, 1995, and (ii) a consolidated balance sheet as of
September 30, 1996, and consolidated statements of income, con-
solidated statements of changes in stockholders' equity and con-
solidated statements of cash flows for the nine months ended Sep-
tember 30, 1996 and September 30, 1995, are incorporated herein by
reference to Exhibit 99.6 and 99.7, respectively.
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The consolidated balance sheets as of June 30, 1995 and September
30, 1995, and the consolidated statements of income for the second
quarters ended June 30, 1996 and 1995 and the third quarters ended
September 30, 1996 and September 30, 1995 presented in Exhibits
99.6 and 99.7 are not incorporated herein.
(b) Pro forma financial information
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
The following unaudited Pro Forma Condensed Financial Infor-
mation and explanatory notes are presented to show the impact on
the historical financial position and results of operations of
NationsBank of the proposed combination with Boatmen's.
In accordance with the 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, including cash to be paid with respect to dissenting
shares, 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 re-
flects the Merger using the purchase method of accounting. The
cash component of the purchase price is assumed to equal 40% of
the purchase price in the unaudited Pro Forma Condensed Financial
Information 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 September 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 nine months ended September
30, 1996.
The unaudited Pro Forma Condensed Financial Information re-
flects 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 unaudited Pro Forma Condensed Financial Information. Actual
adjustments, which may include adjustments to additional assets,
liabilities and other items, will be made on the basis of apprais-
als and evaluations as of the Effective Time and, therefore, will
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differ from those reflected in the unaudited Pro Forma Condensed
Financial Information.
The combined company expects to achieve substantial merger
benefits including operating cost savings and revenue enhance-
ments. The pro forma earnings, which do not reflect any direct
costs, potential savings or revenue enhancements which are ex-
pected to result from the consolidation of operations of Nations-
Bank and Boatmen's, are not indicative of the results of future
operations. No assurances can be given with respect to the ulti-
mate level of expense savings and revenue enhancements to be real-
ized.
The unaudited Pro Forma Condensed Financial Information and
explanatory notes presented also show the impact on the historical
financial position and results of operations of NationsBank of the
Merger and the acquisitions of Bank South, completed January 9,
1996, TAC Bancshares, Inc. and its subsidiary, Chase Federal Bank,
FSB ("Chase Federal"), completed August 13, 1996, and CSF Hold-
ings, Inc. ("CSF"), completed January 10, 1996 (collectively re-
ferred to as the "Other Acquisitions"). The Other Acquisitions
are reflected net of pro forma adjustments in the unaudited Pro
Forma Condensed Financial Information and explanatory notes.
The Other Acquisitions were all closed prior to September 30,
1996, and are reflected in the September 30, 1996 unaudited Na-
tionsBank historical balance sheet. The unaudited Pro Forma Con-
densed Statements of Income reflect the results of operations of
the Other Acquisitions for the year ended December 31, 1995 and
the nine months ended September 30, 1996 as if the Other Acquisi-
tions had occurred on January 1, 1995 and January 1, 1996 respec-
tively. The acquisition of Chase Federal and CSF are reflected in
the unaudited Pro Forma Condensed Financial Information using the
purchase method of accounting and the merger with 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.
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PRO FORMA CONDENSED BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30, 1996
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NATIONS PRO FORMA PRO FORMA
BANK BOATMEN'S ADJUSTMENTS COMBINED
---- --------- ----------- --------
(DOLLARS IN MILLIONS)
ASSETS
Cash and cash equivalents $ 8,866 $ 2,233 $ $11,099
Time deposits placed 1,553 59 1,612
Investment securities 16,369 11,973 34 (1) 18,376
(10,000)(2)
Federal funds sold and securities
purchased under agreements
to resell 7,689 183 7,872
Trading account assets 19,709 55 19,764
Loans, leases and factored
accounts receivable, net of
unearned income 122,078 24,315 146,393
Allowance for credit losses (2,319) (472) (2,791)
Premises, equipment and lease
rights, net 2,752 776 3,528
Customers' acceptance liability 990 -- 990
Other assets 9,984 1,572 6,324 (1) 17,913
33 (1)
-------- ------- ------- --------
Total assets $187,671 $40,694 $(3,609) $224,756
======== ======= ======== ========
LIABILITIES
Deposits 108,132 30,562 138,694
Borrowed funds 26,003 5,223 (10,000)(2) 21,226
Trading account liabilities 12,686 -- 12,686
Acceptances outstanding 990 -- 990
Accrued expenses and other
liabilities 4,522 684 239 (1) 5,445
Long-term debt 22,034 644 3,855 (1) 26,533
-------- ------- ------- --------
Total liabilities $174,367 $37,113 $(5,906) $205,574
======== ======= ======== ========
SHAREHOLDERS' EQUITY
Preferred stock $174 $96 $ $270
Common stock 3,956 158 (158)(1) 9,738
5,782 (1)
Surplus -- 1,209 (1,209)(1) --
Retained earnings 9,235 2,332 (2,332)(1) 9,235
Less: Treasury stock -- (152) 152 (1) --
Other including loan to ESOP trust (61) (62) 62 (1) (61)
-------- ------- ------- --------
Total shareholders' equity 13,304 3,581 2,297 19,182
-------- ------- ------- --------
Total liabilities and
shareholders' equity $187,671 $40,694 $(3,609) $224,756
======== ======== ======= ========
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PRO FORMA CONDENSED STATEMENT OF INCOME
(UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
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PRO FORMA PRO FORMA OTHER PRO FORMA
NATIONSBANK BOATMEN'S ADJUSTMENTS COMBINED ACQUISITIONS COMBINED
--------- --------- ----------- -------- ------------ --------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Income from Earning Assets
Interest and fees on loans
and leases $ 7,853 $ 1,582 $ $ 9,435 $ 55 $ 9,490
Interest and dividends on
securities 1,071 548 5 (3) 1,132 45 1,177
(492)(5)
Interest on federal funds
sold and securities purchased
under agreements to resell 504 21 525 -- 525
Trading account securities 891 3 894 -- 894
Other 119 5 124 -- 124
-------- -------- ------- ------- -------- --------
Total income from
earning assets 10,438 2,159 (487) 12,110 100 12,210
Interest Expense
Deposits 2,528 751 3,279 45 3,324
Borrowed funds 1,700 184 (455)(5) 1,429 9 1,438
Long-term debt 970 40 226 (4) 1,236 21 1,257
Other 501 -- 501 -- 501
-------- -------- ------- ------- -------- --------
Total interest expense 5,699 975 (229) 6,445 75 6,520
-------- -------- ------- ------- -------- --------
Net interest income 4,739 1,184 (258) 5,665 25 5,690
Provision for credit losses 455 65 520 6 526
-------- -------- ------- ------- -------- --------
Net credit income 4,284 1,119 (258) 5,145 19 5,164
Gains on sales of securities 34 2 36 2 38
Non-interest income 2,688 635 (3)(3) 3,320 3 3,323
Merger-related charge 118 60 178 -- 178
Non-interest expense 4,212 1,094 219 (3) 5,525 25 5,550
-------- -------- ------- ------- -------- --------
Income before taxes 2,676 602 (480) 2,798 (1) 2,797
Income taxes 933 220 (110)(7) 1,043 -- 1,043
-------- -------- ------- ------- -------- --------
Net income 1,743 382 (370) 1,755 (1) 1,754
Preferred dividends 11 5 16 -- 16
-------- -------- ------- ------- -------- --------
Net income available to
common shareholders $ 1,732 $ 377 $(370) $ 1,739 $ (1) $ 1,738
======== ======== ======= ======= ======== ========
Primary earnings per
common share $ 5.82 $ 2.40 $ 4.82 $ 4.82
======= ======= ======= =======
Fully diluted earnings
per common share $ 5.73 $ 4.77 $ 4.77
======= ======= =======
Average Common Shares--
Primary 297,772 157,216 360,515 360,515
======== ======= ======= ========
Average Common Shares--
Fully Diluted 303,077 365,820 365,820
======== ======= ========
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PRO FORMA CONDENSED STATEMENT OF INCOME
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1995
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NATIONSBANK
PRO FORMA BOATMEN'S OTHER PRO FORMA
NATIONSBANK BOATMEN'S ADJUSTMENTS COMBINED ACQUISITIONS COMBINED
---------- --------- ----------- -------- ------------ --------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
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 7 (3) 1,544 379 1,923
(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 (643) 15,450 1,077 16,527
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 51 301 (4) 1,238 66 1,304
Other 896 -- 896 -- 896
------- ------- ----- ------- ------- -------
Total interest expense 7,773 1,381 (316) 8,838 705 9,543
------- ------- ----- ------- ------- -------
Net interest income 5,447 1,492 (327) 6,612 372 6,984
Provision for credit losses 382 60 442 10 452
------- ------- ----- ------- ------- -------
Net credit income 5,065 1,432 (327) 6,170 362 6,532
Gains (losses) on sales
of securities 29 (7) 22 9 31
Non-interest income 3,078 767 (5)(3) 3,840 165 4,005
Non-interest expense 5,181 1,451 292 (3) 6,924 438 7,362
------- ------- ----- ------- ------- -------
Income before taxes 2,991 741 (624) 3,108 98 3,206
Income taxes 1,041 261 (141)(7) 1,161 27 1,188
------- ------- ----- ------- ------- -------
Net income 1,950 480 (483) 1,947 71 2,018
Preferred dividends 8 7 15 6 21
------- ------- ----- ------- ------- -------
Net income available to
common shareholders $ 1,942 $ 473 $(483) $ 1,932 $ 65 $ 1,997
======= ======= ===== ======= ======= =======
Primary earnings per
common share $ 7.13 $ 3.02 $ 5.77 $ 5.53
======= ======= ======= =======
Fully diluted earnings per
common share $ 7.04 $ 5.72 $ 5.48
======= ======= =======
Average Common Shares--
Primary 272,480 156,664 334,671 360,979
======= ======= ======= =======
Average Common Shares--
Fully Diluted 277,134 339,325 365,633
======= ======= =======
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NOTES TO THE UNAUDITED PRO FORMA
CONDENSED FINANCIAL INFORMATION
(DOLLARS IN MILLIONS, SHARES IN THOUSANDS,
PER SHARE AMOUNTS ACTUAL)
The unaudited Pro Forma Condensed Financial Information is
based on the following adjustments and related assumptions; the
actual purchase accounting adjustments will be made on the ba-
sis 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 155,256 (A)
Exchange Ratio 0.6525
--------
NationsBank Common Stock equivalent 101,305
Consideration to be paid in NationsBank Common Stock 60%(B)
--
NationsBank Common Stock assumed issued 60,783
Assumed NationsBank Share Price 95.125 (C)
--------
Assumed additional shareholders' equity $ 5,782
--------
Consideration to be paid in cash 40%(B)
NationsBank Common Stock assumed issued 40,522
========
Assumed NationsBank Share Price $ 95.125 (C)
--------
Assumed cash consideration $ 3,855
--------
Total purchase price $ 9,637
Historical net assets acquired $ 3,581
Less: Boatmen's preferred stock (96)
--------
3,485
--------
Premium to allocate $ 6,152
Adjustments to fair value of net assets acquired:
Investment securities 34 (D)
Mortgage servicing rights 33 (E)
Deferred income taxes (239)(F)
Intangibles 6,324 (G)
--------
$ 6,152
========
(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 September 30, 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 Boat-
men's Common Stock, an amount in cash in respect of each
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share of Boatmen's Common Stock that is equal to the Ex-
change 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 NYSE 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). An assumed cash election of 40%
has been used in the pro forma computations. The unau-
dited 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 November 6, 1996.
(D) Reflects the net appreciation in the investment securities
portfolio at September 30, 1996.
(E) Reflects the estimated fair value in excess of carrying
value of mortgage servicing rights at September 30, 1996.
(F) Represents the estimated tax liability associated with
adjustments to the carrying value of investment 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
securities 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:
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------ ------------
Interest income
Amortization of investment securities
adjustment $ 5 $ 7
Noninterest income
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Amortization of mortgage servicing rights
adjustment $ 3 $ 5
Noninterest expense
Amortization of incremental intangibles $219 $292
NOTE 4
Purchase accounting adjustments related to NationsBank's
funding of the Merger have been reflected in the unaudited Pro
Forma Condensed Statements of Income as follows:
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------ ------------
Interest expense
Increase in interest expense on debt
securities to fund the cash component
of the purchase price $226 $301
NOTE 5
Foregone interest income on discretionary investment security
portfolio reduction and related reduction in funding cost.
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------ ------------
Interest income $492 $650
Interest expense $455 $617
---- ----
$ 37 $ 33
NOTE 6
The following assumptions were used in establishing the pur-
chase accounting adjustments related to the Merger in the unaudited
Pro Forma Condensed Statements of Income.
SECURITIES
Amortize the discount related to investment securities port-
folio assumed to be retained into interest income on a straight-line
method over the estimated maturities of the affected securities,
three years.
MORTGAGE SERVICING RIGHTS
Amortize the excess of fair value over carrying value over the
estimated seven year maturity of the underlying mortgages.
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INTANGIBLES
Amortize the identifiable intangible value as noninterest
expense 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.
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(c) Exhibits
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Exhibit Description
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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, is-
sued by NationsBank Corporation and Boatmen's Banc-
shares, Inc.*
99.4 Consolidated Financial Statements of Boatmen's Banc-
shares, Inc. and Report of Ernst & Young LLP.*
99.5 Consent of Ernst & Young LLP.*
99.6 Unaudited Financial Information regarding Boatmen's
Bancshares, Inc. as of June 30, 1996, and for the six
months ended June 30, 1996 and June 30, 1995.*
99.7 Unaudited Financial Information regarding Boatmen's
Bancshares, Inc. as of September 30, 1996, and for the
nine months ended September 30, 1996 and September 30,
1995.
______________________
* Previously filed.
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Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this amendment 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: November 13, 1996
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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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.*
99.6 Unaudited Financial Information regarding Boatmen's
Bancshares, Inc. as of June 30, 1996 and for the
six months ended June 30, 1996 and June 30, 1995.*
99.7 Unaudited Financial Information regarding Boatmen's
Bancshares, Inc. as of June 30, 1996 and for the
six months ended June 30, 1996 and June 30, 1995.
______________________
* Previously filed.
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