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): March 20, 1995 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. Effective on March 20, 1995, a Committee of the Board of Directors of the Registrant approved the public offering of an aggregate principal amount of $300,000,000 of the Registrant's Floating Rate Senior Notes, due 1998 (the "Notes") to various underwriters (the "Underwriters") and otherwise established the terms and conditions of the Notes and the sale thereof. The resolutions of such Committee are included as Exhibit 99.1 hereto. Also on March 20, 1995, the Registrant entered into an underwriting agreement with the Underwriters ("Underwriting Agreement"). The terms of the offering and the Notes are described in the Registrant's Prospectus dated February 24, 1995 constituting a part of the Registration Statement (hereinafter described), as supplemented by a Prospectus Supplement dated March 20, 1995. The Underwriting Agreement is included as Exhibit 1.1 hereto. The Notes were issued pursuant to the Registrant's Registration Statement on Form S-3, Registration No. 33-57533 (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) and shares of its preferred stock and common stock and was declared effective on February 24, 1995. After the closing of the sale of the Notes, expected to occur on March 27, 1995, debt securities, preferred stock or common stock having an approximate aggregate initial offering price of $2,700,000,000 will remain unsold under the Registration Statement. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed herewith: EXHIBIT NO. DESCRIPTION OF EXHIBIT 1.1 Underwriting Agreement dated March 20, 1995 with respect to the offering of the Notes 4.1 Form of Note 99.1 Resolutions of a Committee of the Board of Directors effective March 20, 1995 with respect to the terms of the offering of the Notes 99.2 News Release disseminated on March 20, 1995 regarding the sale of the Notes 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: CHARLES M. BERGER Associate General Counsel Dated: March 27, 1995