As filed with the Securities and Exchange Commission
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):
August 29, 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)
ITEM 5. OTHER EVENTS.
On August 29, 1997, NationsBank Corporation, a corporation organized and
existing under the laws of the State of North Carolina ("NationsBank"), and
Barnett Banks, Inc., a corporation organized and existing under the laws of the
State of Florida ("Barnett"), 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 Barnett
will be merged with NationsBank or a wholly-owned, direct or indirect,
subsidiary thereof (the "Merger"). The Board of Directors of both NationsBank
and Barnett approved the Merger Agreement and the transactions contemplated
thereby at their respective meetings held on August 29, 1997.
In accordance with the terms of the Merger Agreement, each share of Barnett
common stock, par value $2.00 per share ("Barnett Common Stock"), outstanding
immediately prior to the effective time of the Merger (the "Effective Time")
will be converted into the right to receive 1.1875 shares (the "Exchange Ratio")
of NationsBank common stock ("NationsBank Common Stock"). Each holder of Barnett
Common Stock 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 cash, in lieu thereof, without interest. The Merger
Agreement may be terminated by the Board of Directors of Barnett by giving
notice to NationsBank if both (i) the average closing price of NationsBank
Common Stock for the ten full trading days ending on the date the Federal
Reserve Board approves the Merger (the "Average Closing Price") is less than
$50.65, and (ii) the number obtained by dividing the Average Closing Price by
$63.3125 (the closing price of NationsBank Common Stock on August 28, 1997) is
less than the number obtained by (a) dividing the average of the closing prices
of a specified index of bank stocks during the above-mentioned ten-day period by
the closing price of such index on August 28, 1997 and (b) subtracting 0.15. In
the event Barnett gives notice of its intent to terminate the Merger Agreement
pursuant to the conditions set forth in the preceding sentence, NationsBank may
determine, in its sole discretion, to increase the Exchange Ratio to eliminate
Barnett's right to terminate the Merger Agreement.
The Merger is intended to constitute a reorganization under Section 368(a) of
the Internal Revenue Code of 1986, as amended, and to be accounted for as a
pooling of interests.
In addition, the Merger Agreement contemplates that each stock option or other
right to purchase shares of Barnett Common Stock under the stock option and
other stock-based compensation plans of Barnett (each a "Barnett Plan"), will be
converted into and become a right to purchase shares of
NationsBank Common Stock in accordance with the terms of the Barnett Plan and
Barnett 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 Barnett option or right shall be equal to the number of shares
of Barnett Common Stock subject to such option or right immediately prior to the
Effective Time multiplied by the Exchange Ratio, and (ii) the exercise price per
share of NationsBank Common Stock purchasable thereunder shall be that specified
in the Barnett option or right divided by the Exchange Ratio.
Consummation of the Merger is subject to various conditions, including: (i)
receipt of the requisite approval by the shareholders of each of NationsBank and
Barnett of appropriate matters relating to the Merger Agreement and the Merger;
(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 opinions as to the tax and accounting treatment of certain
aspects of the Merger; (iv) listing, subject to notice of issuance, of the
NationsBank Common 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 Barnett and NationsBank. Prior to such meetings,
NationsBank will file a registration statement with the Securities and Exchange
Commission registering under the Securities Act of 1933, as amended, the
NationsBank stock to be issued in the Merger. Such shares of NationsBank stock
will be offered to the Barnett shareholders pursuant to a prospectus that will
also serve as a joint proxy statement for the shareholders' meetings.
Following consummation of the Merger and the retirement of Andrew B. Craig III
as Chairman of NationsBank at the 1998 NationsBank Annual Meeting of
Shareholders, Charles E. Rice, Chairman and Chief Executive Officer of Barnett,
will become Chairman of NationsBank. Hugh L. McColl, Jr., will remain Chief
Executive Officer of NationsBank. In addition, five current members of the Board
of Directors of Barnett, including Mr. Rice, will be added to the Board of
Directors of NationsBank.
In connection with the Merger Agreement, NationsBank and Barnett entered into
the following Stock Option Agreements: (i) a stock option agreement dated August
29, 1997 (the "Barnett Stock Option Agreement"), pursuant to which Barnett
granted to NationsBank an option to purchase, under certain circumstances, up to
39,379,343 shares of Barnett Common Stock at a price, subject to certain
adjustments, of $54.8125 per share (the "Barnett Option"); and (ii) a stock
option agreement dated August 29, 1997 (the "NationsBank Stock Option
Agreement"), pursuant to which NationsBank granted
to Barnett an option to purchase, under certain circumstances, up to 70,654,895
shares of NationsBank Common Stock at a price subject to certain adjustments, of
$63.3125 per share (the "NationsBank Option") (collectively, the "Option
Agreements" and the "Options"). The Barnett Option, if exercised, would give the
holder thereof the right to acquire, before giving effect to the exercise of the
Barnett Option, 19.9% of the total number of shares of Barnett Common Stock
outstanding. The NationsBank Option, if exercised, would give the holder thereof
the right to acquire, before giving effect to the exercise of the NationsBank
Option, 10.0% of the total number of shares of NationsBank Common Stock
outstanding. The Option Agreements were granted by the respective parties as
conditions and inducements to each others' willingness to enter into the Merger
Agreement. Under certain circumstances, the respective issuers of the Options
may be required to repurchase the Options or the shares acquired pursuant to the
exercise thereof.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business to be Acquired.
The following consolidated financial statements of Barnett are
incorporated herein by reference to Exhibit 99.2 filed herewith:
1. Consolidated Statements of Financial Condition as of
December 31, 1996 and 1995.
2. Consolidated Statements of Income for the years ended December
31, 1996, 1995 and 1994.
3. Consolidated Statements of Changes in Shareholders' Equity for
the years ended December 31, 1996, 1995 and 1994.
4. Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994.
5. Notes to the Consolidated Financial Statements. The Other
Events in Item 5 of this Form 8-K should be read in connection
with these financial statements.
The report of Arthur Andersen LLP, independent accountants, on the consolidated
financial statements of Barnett as of December 31, 1996 and 1995 and for the
three years then ended is filed herewith as part of Exhibit 99.2 and the related
consent is filed herewith as Exhibit 99.3. Both the opinion and consent are
incorporated herein by reference.
Certain unaudited financial information regarding Barnett, including
consolidated statements of financial condition as of June 30, 1997, and
consolidated statements of income, consolidated statements of changes in
shareholders' equity and consolidated statements of cash flows for the six
months ended June 30, 1997 and June 30, 1996, is incorporated herein by
reference to Exhibit 99.4 filed herewith.
(b) Pro Forma Financial Information
Unaudited Pro Forma Condensed Financial Information showing the impact on the
historical financial position and results of operations of NationsBank of the
proposed combination with Barnett will be filed by amendment within 60 days of
the date hereof.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Text of joint press release, dated August 29, 1997, issued by
NationsBank Corporation and Barnett Banks, Inc.
99.2 Consolidated Financial Statements of Barnett Banks, Inc. and
Report of Arthur Andersen LLP.
99.3 Consent of Arthur Andersen LLP.
99.4 Unaudited Financial Information regarding Barnett Banks, Inc.
as of June 30, 1997, and for the six months ended June 30,
1997 and June 30, 1996.
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/ MARC D. OKEN
Marc D. Oken
Executive Vice President and
Chief Accounting Officer
Dated: September 12, 1997
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Text of joint press release, dated August 29, 1997, issued by
NationsBank Corporation and Barnett Banks, Inc.
99.2 Consolidated Financial Statements of Barnett Banks, Inc. and
Report of Arthur Andersen LLP.
99.3 Consent of Arthur Andersen LLP.
99.4 Unaudited Financial Information regarding Barnett Banks, Inc.
as of June 30, 1997, and for the six months ended June 30,
1997 and June 30, 1996.