As filed with the Securities and Exchange Commission SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________________ FORM 8-K CURRANT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 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 June 28, 1997, NationsBank Corporation, the registrant (the "Registrant"), entered into an Agreement and Plan of Acquisition (the "Agreement") by and among Mongomery Securities ("Montgomery"), The Pyramid Company and the Registrant pursuant to which the Registrant will acquire Montgomery (the "Acquisition"). Pursuant to the terms of the Agreement, the Registrant will pay $1.2 billion in the Acquisition, in a combination of 70 percent cash and 30 percent unregistered shares of common stock of the Registrant. As part of the Agreement, the Registrant will create a $100 million pool for the long-term retention of key Montgomery non-partner personnel. The pool will be funded fifty percent by options to purchase shares of common stock of the Registrant and fifty percent by cash. The Acquisition, which is subject to regulatory approvals, is expected to close in the fourth quarter of 1997. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed herewith: EXHIBIT NO. DESCRIPTION OF EXHIBIT 99.1 Press Release dated June 30, 1997 with respect to the Registrant's acquisition of Montgomery Securities. 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/ CHARLES M. BERGER Charles M. Berger Associate General Counsel Dated: July 9, 1997 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT 99.1 Press Release dated June 30, 1997 with respect to the Registrant's acquisition of Montgomery Securities.