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):
January 22, 1997
NATIONSBANK CORPORATION
(Exact name of registrant as specified in its
charter)
North Carolina
(State or other jurisdiction of incorporation or
organization)
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)
NB CAPITAL TRUST III
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
1-6523-03
(Commission File Number)
56-6490302
(IRS Employer Identification No.)
c/o NationsBank Corporate Center
Charlotte, North Carolina
(Address of principal executive offices)
28255
(Zip Code)
(704) 386-5972
(Registrant's telephone number, including area
code)
ITEM 5. OTHER EVENTS.
For a transaction effective January 22, 1997, the Trustees (the
"Trustees") of NB Capital Trust III (the "Trust") approved the public offering
of 500,000 of the Trust's Floating Rate Capital Securities(liquidation amount
$1,000 per security) having an aggregate initial offering price of $500,000,000
(the "Capital Securities"), which Capital Securities represent the undivided
preferred beneficial interests in the assets of the Trust, to various
underwriters (the "Underwriters") and otherwise established the terms and
conditions of the Capital Securities. In connection with the offering of the
Capital Securities, the Trustees also approved the sale of the Trust's Common
Securities (the "Common Securities") to NationsBank Corporation ("NationsBank")
and otherwise established the terms and conditions of the Common Securities.
Also for a transaction effective January 22, 1997, the Trustees authorized the
investment of the proceeds from the sale of the Capital Securities and the
Common Securities in the Floating Rate Junior Subordinated Deferrable Interest
Notes, due 2027 of NationsBank (the "Junior Notes"). The resolutions of the
Trustees are included as Exhibit 99.1 hereto.
By written consent dated January 22, 1997, a Committee appointed by the
Board of Directors of NationsBank approved the sale to the Trust of a series of
the Junior Notes having an aggregate principal amount of up to $515,500,000 and
otherwise established the terms and conditions of the Junior Notes. Resolutions
of such Committee are included as Exhibit 99.2 hereto.
The terms of the offering, the Capital Securities, the Common
Securities and the Junior Notes are described in the Registrants' Prospectus
dated January 14, 1997, constituting a part of the Registration Statement
(hereinafter described), as supplemented by a Prospectus Supplement dated
January 22, 1997. The Underwriting Agreement is included as Exhibit 1.1 hereto.
The offering was closed on February 3, 1997.
The Capital Securities were issued pursuant to the Registrants'
Registration Statement on Form S-3, Registration Nos. 333-18273 and 333-18273-01
(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 $1,031,000,000 aggregate initial price of NationsBank junior subordinated
notes and up to $1,000,000,000 aggregate initial offering price of preferred
securities of NB Capital Trust III, NB Capital Trust IV and NB Capital Trust V
together with related guarantees of such preferred securities by NationsBank.
The Registration Statement was declared effective on January 14, 1997.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Underwriting Agreement dated January 22, 1997 with
respect to the offering of the Capital Securities
4.1 Form of Capital Securities
4.2 Form of Junior Note (included in Exhibit 4.3)
4.3 Third Supplemental Indenture to be used in connection
with the issuance of Junior Notes
4.4 Amended and Restated Declaration of Trust of NB
Capital Trust III
99.1 Resolutions of the Trustees of NB Capital
Trust III dated January 22, 1997 with
respect to the terms of the offering of the
Capital Securities
99.2 Resolutions of a Committee appointed by the Board of
Directors of NationsBank Corporation dated January 22,
1997 with respect to the Junior Notes
99.3 News Release disseminated on January 22, 1997
regarding the sale of the Capital Securities
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
NATIONSBANK CORPORATION
By: /s/CHARLES M. BERGER
----------------------------------
CHARLES M. BERGER
Associate General Counsel
NB CAPITAL TRUST III
By: /S/ JOHN E. MACK
-----------------------------------
JOHN E. MACK
Regular Trustee
Dated: February 3, 1997
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INDEX TO EXHIBITS
Sequential
Exhibit No. Description Page No.
1.1 Underwriting Agreement dated January 22, 1997
with respect to the offering of the Capital Securities
4.1 Form of Capital Securities
4.2 Form of Junior Note (included in Exhibit 4.3)
4.3 Third Supplemental Indenture to be used in connection
with the issuance of Junior Notes
4.4 Amended and Restated Declaration of Trust of NB
Capital Trust III
99.1 Resolutions of the Trustees of NB Capital Trust III
dated January 22, 1997 with respect to the
terms of the offering of the Capital Securities
99.2 Resolutions of a Committee appointed by the
Board of Directors of NationsBank Corporation
dated January 22, 1997 with respect to
the Junior Notes
99.3 News Release disseminated on January 22, 1997
regarding the sale of the Capital Securities
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