SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
January 10, 1996
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.
Medium Term Notes
On January 10, 1996, a Committee of the Board of Directors of the
Registrant (the "Committee") approved the implementation of a medium-term note
program, pursuant to which certain officers of the Registrant may cause it to
issue from time to time up to $1,500,000,000 aggregate principal amount of
certain medium-term notes, which may be senior debt securities, designated as
the Senior Medium-Term Notes, Series E (the "Senior Medium-Term Notes") or
subordinated debt securities, designated as the Subordinated Medium-Term Notes,
Series E (the "Subordinated Medium-Term Notes" and, together with the Senior
Medium-Term Notes, the "Medium-Term Notes"), or any combination thereof, and may
establish the price, terms and conditions and the specific method of
distribution of the Medium-Term Notes. The Senior Medium-Term Notes will be
issued under an Indenture dated as of January 1, 1995 between the Registrant and
First Trust of New York, National Association, as successor trustee to
BankAmerica National Trust Company. The Subordinated Medium-Term Notes will be
issued under an Indenture dated as of January 1, 1995 between the Registrant and
The Bank of New York. The resolutions of the Committee are included as Exhibit
99.1 hereto.
On January 10, 1996, the Registrant entered into a distribution agreement
with the agents named therein (the "United States Distribution Agreement"), the
terms of which will govern sales of the Medium-Term Notes. The Medium-Term Notes
are described generally in the Prospectus dated November 24, 1995 constituting a
part of the Registration Statement (hereinafter described), as supplemented by a
Prospectus Supplement dated January 10, 1996. The United States Distribution
Agreement is included as Exhibit 99.2 hereto.
The Medium-Term Notes will be issued from time to time pursuant to the
Registrant's Registration Statement on Form S-3, as amended, Registration No.
33-63097 (the "Registration Statement"), on a delayed basis pursuant to Rule 415
under the Securities Act of 1933, as amended. The Registration Statement
registered up to $3,000,000,000 aggregate initial offering price of the
Registrant's unsecured debt securities (either senior or subordinated), shares
of its preferred stock (whichmay be represented by depositary shares) and shares
of its common stock and was declared effective on November 24, 1995. The
Registrant has not yet issued any securities under the Registration Statement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Indenture dated as of January 1, 1995 between
NationsBank Corporation and First Trust of New York,
National Association, as successor trustee to
BankAmerica National Trust Company, incorporated herein
by reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-3, as amended,
Registration No. 33-57533
4.2 Form of Senior Medium-Term Note, Series
E (Fixed Rate)
4.3 Form of Senior Medium-Term Note, Series
E (Floating Rate)
4.4 Indenture dated as of January 1, 1995 between
NationsBank Corporation and The Bank of New York, as
trustee, incorporated herein by reference to Exhibit
4.5 of the Registrant's Registration Statement on Form
S-3, as amended, Registration No. 33-57533
4.5 Form of Subordinated Medium-Term Note,
Series E (Fixed Rate)
4.6 Form of Subordinated Medium-Term Note,
Series E (Floating Rate)
99.1 Resolutions of a Committee of the Board
of Directors dated January 10, 1996 with
respect to the terms of the offering of
the Medium-Term Notes
99.2 Master United States Distribution
Agreement dated January 10, 1996 with
respect to the offering of the Medium-
Term Notes
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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/ Paul J. Polking
_______________________
PAUL J. POLKING
Executive Vice President
and General Counsel
Dated: January 12, 1996
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