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, AS AMENDED Date of Report (Date of earliest event reported): August 29, 1996 NATIONSBANK CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) North Carolina 1-6523 56-0906609 ------------------------ ------------ ------------------- (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) NationsBank Corporate Center, Charlotte, North Carolina 28255 ------------------------------------------------------- -------- (Address of principal executive offices) Zip Code (704) 386-5000 ---------------------------------------------------- INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS. On August 29, 1996, NationsBank Corporation, a corporation organized and existing under the laws of the State of North Caro- lina ("NationsBank"), and Boatmen's Bancshares, Inc., a corpora- tion organized and existing under the laws of the State of Mis- souri ("Boatmen's"), 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 Boatmen's will be merged with a wholly owned subsidiary of NationsBank (the "Merger"). The Board of Directors of both NationsBank and Boatmen's approved the Merger Agreement and the transactions contemplated thereby at their meetings held on August 29, 1996. In accordance with the terms of the Merger Agreement, (i) each share of Boatmen's common stock, $1.00 par value per share ("Boatmen's Common Stock"), outstanding immediately prior to the effective time of the Merger (the "Effective Time") will be con- verted into the right to receive 0.6525 of a share (the "Exchange Ratio") of NationsBank common stock ("NationsBank Common Stock") or, at the election of each of the holders of Boatmen's Common Stock, an amount in cash in respect of each share of Boatmen's Common Stock that is equal to the Exchange Ratio times the average closing price of NationsBank Common Stock during the 10 consecu- tive trading day period during which the shares of NationsBank Common Stock are traded on the New York Stock Exchange ending on the tenth calendar day immediately prior to the anticipated Effec- tive Time (such cash consideration in the aggregate not to exceed 40% of the aggregate consideration paid by NationsBank in exchange for Boatmen's Common Stock), and (ii) each share of Boatmen's pre- ferred stock will be converted into new shares of NationsBank pre- ferred stock having substantially similar terms. If cash elections are made with respect to less than 40% of the Boatmen's Common Stock, NationsBank currently expects to repurchase shares of NationsBank Common Stock from time to time so that the pro forma impact of the Merger will be the issuance of approximately 60% of the aggregate Merger consideration in NationsBank Common Stock and 40% of the aggregate Merger consid- eration in cash. The Merger is intended to constitute a tax-free reorganiza- tion under the Internal Revenue Code of 1986, as amended, and to be accounted for as a purchase. In addition, the Merger Agreement contemplates that each stock option or other right to purchase shares of Boatmen's Common Stock under the stock option and other stock-based compensation plans of Boatmen's (each a "Boatmen's Plan"), will be converted into and become a right to purchase shares of NationsBank Common Boatmen's Plan and Boatmen's 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 Boatmen's option or right shall be equal to the number of shares of Boatmen's Common Stock subject to such option or right im- mediately prior to the Effective Time multiplied by the Exchange Ratio, and (ii) the per share exercise price of NationsBank Common Stock purchasable thereunder or upon which the amount of a cash payment is determined shall be that specified in the Boatmen's option or right divided by the Exchange Ratio. Each holder of Boatmen's Common Stock or of a Boatmen's option or right 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, in lieu thereof, the equivalent cash value of such fractional share, without interest. Consummation of the Merger is subject to various conditions, including: (i) receipt of approval by the shareholders of each of NationsBank and Boatmen's of appropriate matters relating to the Merger Agreement and the Merger, as required to be approved under applicable law; (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 an opinion of counsel as to the tax treatment of certain aspects of the Merger; (iv) listing, subject to notice of issuance, of the NationsBank 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 Boatmen's and NationsBank. Prior to such meetings, NationsBank will file a reg- istration statement with the Securities and Exchange Commission registering under the Securities Act of 1933, as amended, the Na- tionsBank stock to be issued in the Merger. Such shares of Na- tionsBank stock will be offered to the Boatmen's shareholders pur- suant to a prospectus that will also serve as a joint proxy state- ment for the shareholders' meetings. The preceding description of the Merger Agreement is quali- fied in its entirety by reference to the copy of the Merger Agree- ment included as Exhibit 99.1 hereto and which is hereby incorpo- rated herein by reference. In connection with the Merger Agreement, NationsBank and Boatmen's entered into a Stock Option Agreement, dated August 29, 1996 (the "Stock Option Agreement"), pursuant to which Boatmen's granted to NationsBank an option to purchase, under certain cir- cumstances, up to 31,218,660 shares of Boatmen's Common Stock at a price, subject to certain adjustments, of $43.375 per share (the "NationsBank Option"). The NationsBank Option if exercised, would equal, before giving effect to the exercise of the NationsBank Option, 19.9% of the total number of shares of Boatmen's Common Boatmen's as a condition and inducement to NationsBank's willing- ness to enter into the Merger Agreement. Under certain circum- stances, Boatmen's may be required to repurchase the NationsBank Option or the shares acquired pursuant to the exercise of the Na- tionsBank Option. The Stock Option Agreement contains a provision which caps at $250 million the value of the NationsBank Option. The preceding description of the Stock Option Agreement is qualified in its entirety by reference to the copy of the Stock Option Agreement included as Exhibit 99.2 hereto and which is hereby incorporated herein by reference. Item 7. Financial Statements and Exhibits (a) Financial Statements of businesses acquired. The following supplemental consolidated financial statements of Boatmen's Bancshares, Inc. are incorporated herein by ref- erence to Exhibit 99.4 filed herewith: 1. Consolidated Balance Sheet as of December 31, 1995 and 1994. 2. Consolidated Statement of Income for the years ended December 31, 1995 and 1994. 3. Consolidated Statement of Changes in Stockholders' Eq- uity for the years ended December 31, 1995 and 1994. 4. Consolidated Statement of Cash Flows for the years ended December 31, 1995 and 1994. 5. Notes to the Consolidated Financial Statements. The information presented in Exhibit 99.4 with respect to the year ended December 31, 1993 is not incorporated herein. The report of Ernst & Young LLP, independent accountants, on the supplemental consolidated financial statements of Boatmen's Bancshares, Inc. as of December 31, 1995 and 1994 and for the three years then ended is filed herewith as part of Exhibit 99.4 and the related consent is filed herewith as Exhibit 99.5. Both the opinion and consent are incorporated herein by reference. (b) Pro forma financial information UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION The following unaudited Pro Forma Condensed Financial Information and explanatory notes are presented to show the impact on the his- torical financial position and results of operations of Nations- In accordance with the Merger Agreement, each share of Boatmen's Common Stock outstanding at the Effective Time will be converted in the Merger into the right to receive 0.6525 of a share of Na- tionsBank Common Stock or, at the election of each of the holders of Boatmen's Common Stock, an amount in cash in respect of each share of Boatmen's Common Stock that is equal to the Exchange Ra- tio times the average closing price of the NationsBank Common Stock during the 10 consecutive trading day period during which the shares of NationsBank Common Stock are traded on the New York Stock Exchange ending on the tenth calendar day immediately prior to the anticipated Effective Time (such cash consideration in the aggregate not to exceed 40% of the aggregate consideration paid by NationsBank for Boatmen's Common Stock), and each share of Boatmen's preferred stock will be converted into new shares of NationsBank preferred stock having substantially similar terms. The unaudited Pro Forma Condensed Financial Information reflects the Merger using the purchase method of accounting. The cash com- ponent of the purchase price is assumed to equal 40% of the pur- chase price in the unaudited Pro Forma Condensed Financial Infor- mation and is expected to be funded by NationsBank through the issuance of additional debt securities. The unaudited Pro Forma Condensed Balance Sheet assumes that the Merger was consummated on June 30, 1996. The unaudited Pro Forma Condensed Statements of Income reflect the consolidation of the results of operations of NationsBank and Boatmen's for the year ended December 31, 1995 and the six months ended June 30, 1996. The unaudited Pro Forma Condensed Financial Information reflects preliminary purchase accounting adjustments. Estimates relating to the fair value of certain assets, liabilities and other items have been made as more fully described in the Notes to the unau- dited Pro Forma Condensed Financial Information. Actual adjust- ments, which may include adjustments to additional assets, li- abilities and other items, will be made on the basis of appraisals and evaluations as of the Effective Time and, therefore, will dif- fer from those reflected in the unaudited Pro Forma Condensed Fi- nancial Information. The combined company expects to achieve substantial merger ben- efits including operating cost savings and revenue enhancements. The pro forma earnings, which do not reflect any direct costs, potential savings or revenue enhancements which are expected to result from the consolidation of operations of NationsBank and Boatmen's, are not indicative of the results of future operations. The unaudited Pro Forma Condensed Financial Information and ex- planatory notes presented also show the impact on the historical financial position and results of operations of NationsBank of its acquisitions of Bank South Corporation ("Bank South"), completed January 9, 1996, TAC Bancshares, Inc. and its subsidiary, Chase CSF Holdings, Inc. ("CSF"), completed January 10, 1996 (col- lectively, the "Other Acquisitions"). The Other Acquisitions are reflected net of pro forma adjustments in the unaudited Pro Forma Condensed Financial Information and explanatory notes. With the exception of Chase Federal, which is reflected as if ac- quired on June 30, 1996, the Other Acquisitions were closed prior to June 30, 1996, and are reflected in the June 30, 1996 unaudited NationsBank historical balance sheet. The unaudited Pro Forma Condensed Statements of Income reflect the results of operations of the Other Acquisitions for the year ended December 31, 1995 and the six months ended June 30, 1996 as if the Other Acquisitions had occurred on January 1, 1995 and January 1, 1996 respectively. The acquisition of Chase Federal and CSF are reflected in the un- audited Pro Forma Condensed Financial Information using the pur- chase method of accounting and the acquisition of Bank South is reflected as a pooling of interests. The Other Acquisitions pro forma earnings do not reflect any direct costs, potential savings or revenue enhancements that may result from the consolidation of operations related to the Other Acquisitions, and are therefore not indicative of the results of future operations. In addition to the Other Acquisitions, during 1995 and 1996 Na- tionsBank also acquired several other businesses, including bank- ing institutions in Florida and Texas as well as a mortgage corpo- ration. These acquisitions were all accounted for under the pur- chase method of accounting and are included in the unaudited Pro Forma Condensed Financial Information for the periods subsequent to the consummation of each acquisition. The unaudited Pro Forma Condensed Financial Information does not reflect these acquisi- tions for the periods prior to consummation as the impacts, indi- PRO FORMA CONDENSED BALANCE SHEET (Dollars in Millions) (Unaudited)
At June 30, 1996 -------------------------------------------------------------------------- NationsBank Pro Forma Boatmen's Other Pro Forma NationsBank Boatmen's Adjustments Combined Acquisitions Combined ----------- ---------- ----------- ----------- ------------ --------- ASSETS Cash and cash equivalents $ 7,557 $ 2,139 $ $ 9,696 $ 20 $ 9,716 Time deposits placed 1,226 37 1,263 - 1,263 Investment securities 19,110 11,723 28 (1) 20,861 1,143 22,004 (10,000)(2) Federal funds sold and securities purchased under agreements to resell 7,560 489 8,049 - 8,049 Trading account assets 21,560 45 21,605 - 21,605 Loans, leases and factored accounts receivable, net of unearned income 123,705 24,417 148,122 1,534 149,656 Allowance for credit losses (2,292) (472) (2,764) (20) (2,784) Premises, equipment and lease rights, net 2,721 787 3,508 20 3,528 Customers' acceptance liability 935 - 935 - 935 Other assets 10,226 1,517 5,273 (1) 17,046 197 17,243 30 (1) -------- ------- ------- -------- ------ -------- Total assets $ 192,308 $ 40,682 $ (4,669) $ 228,321 $ 2,894 $ 231,215 ======== ======= ======= ======== ====== ======== LIABILITIES Deposits 108,124 30,629 138,753 1,960 140,713 Borrowed funds 29,593 5,209 (10,000)(2) 24,802 423 25,225 Trading account liabilities 13,143 - 13,143 - 13,143 Acceptances outstanding 935 - 935 - 935 Accrued expenses and other liabilities 5,961 598 232 (1) 6,791 16 6,807 Long-term debt 20,527 655 3,436 (1) 24,618 495 25,113 -------- ------- ------- -------- ------ -------- Total liabilities $ 178,283 $ 37,091 $ (6,332) $ 209,042 $ 2,894 $ 211,936 ======== ======= ======= ======== ====== ======== SHAREHOLDERS' EQUITY Preferred stock $ 176 $ 99 $ $ 275 $ - $ 275 Common stock 5,130 158 (158)(1) 10,285 - 10,285 Surplus - 1,212 (1,212)(1) - - - Retained earnings 8,779 2,274 (2,274)(1) 8,779 - 8,779 Less: Treasury stock - (59) 59 (1) - - - Other including loan to ESOP trust (60) (93) 93 (1) (60) - (60) -------- ------- ------- -------- ------ -------- Total shareholders' equity 14,025 3,591 1,663 19,279 - 19,279 -------- ------- ------- -------- ------ -------- -------- ------- ------- -------- ------ -------- Total liabilities and shareholders' equity $ 192,308 $ 40,682 $ (4,669) $ 228,321 $ 2,894 $ 231,215 ======== ======= ======= ======== ====== ======== /TABLE PRO FORMA CONDENSED STATEMENT OF INCOME (Dollars in Millions, Except Per Share Amounts) (Unaudited)
For the Six Months Ended June 30, 1996 -------------------------------------------------------------------------- NationsBank Pro Forma Boatmen's Other Pro Forma NationsBank Boatmen's Adjustments Combined Acquisitions Combined ----------- ---------- ----------- ----------- ------------ --------- Income from Earning Assets Interest and fees on loans and leases $ 5,254 $ 1,059 $ $ 6,313 $ 55 $ 6,368 Interest and dividends on securities 759 358 3 (3) 794 45 839 (326)(5) Interest on federal funds sold and securities purchased under agreements to resell 345 18 363 - 363 Trading account securities 578 1 579 - 579 Other 79 3 82 - 82 -------- ------- ------- -------- ------- -------- Total income from earning assets 7,015 1,439 (323) 8,131 100 8,231 Interest Expense Deposits 1,706 505 2,211 45 2,256 Borrowed funds 1,201 120 (287)(5) 1,034 9 1,043 Long-term debt 626 27 134 (4) 787 21 808 Other 338 - 338 - 338 -------- ------- ------- -------- ------- -------- Total interest expense 3,871 652 (153) 4,370 75 4,445 -------- ------- ------- --------- ------- -------- Net interest income 3,144 787 (170) 3,761 25 3,786 Provision for credit losses 310 46 356 6 362 -------- ------- ------- -------- ------- -------- Net credit income 2,834 741 (170) 3,405 19 3,424 Gains on sales of securities 8 1 9 2 11 Noninterest income 1,802 420 (2)(3) 2,220 3 2,223 Merger-related charge 118 42 (160)(8) - - - Noninterest expense 2,806 715 123 (3) 3,644 25 3,669 -------- ------- ------- -------- ------- -------- Income before taxes 1,720 405 (135) 1,990 (1) 1,989 Income taxes 602 148 (15)(7) 735 - 735 -------- ------- ------- -------- ------- -------- Net income 1,118 257 (120) 1,255 (1) 1,254 Preferred dividends 8 3 11 - 11 -------- ------- ------- -------- ------- -------- Net income available to common shareholders $ 1,110 $ 254 $ (120) $ 1,244 $ (1) $ 1,243 ======== ======= ======= ======== ======= ======== Primary earnings per common share $ 3.70 $ 1.61 $ 3.43 $ 3.43 ======== ======= ======== ======== Fully diluted earnings per common share $ 3.65 $ 3.40 $ 3.40 ======== ======== ======== /TABLE PRO FORMA CONDENSED STATEMENT OF INCOME (Dollars in Millions, Except Per Share Amounts) (Unaudited)
For the Year Ended December 31, 1995 -------------------------------------------------------------------------- NationsBank Pro Forma Boatmen's Other Pro Forma NationsBank Boatmen's Adjustments Combined Acquisitions Combined ----------- ---------- ----------- ----------- ------------ --------- Income from Earning Assets Interest and fees on loans and leases $ 9,552 $ 2,108 $ $ 11,660 $ 677 $ 12,337 Interest and dividends on securities 1,468 719 6 (3) 1,543 379 1,922 (650)(5) Interest on federal funds sold and securities purchased under agreements to resell 937 40 977 16 993 Trading account securities 1,097 2 1,099 1 1,100 Other 166 4 170 4 174 -------- ------- ------- -------- ------- -------- Total income from earning assets 13,220 2,873 (644) 15,449 1,077 16,526 Interest Expense Deposits 3,281 1,025 4,306 444 4,750 Borrowed funds 2,710 305 (617)(5) 2,398 195 2,593 Long-term debt 886 51 268 (4) 1,205 66 1,271 Other 896 - 896 - 896 -------- ------- ------- -------- ------- -------- Total interest expense 7,773 1,381 (349) 8,805 705 9,510 -------- ------- ------- --------- ------- -------- Net interest income 5,447 1,492 (295) 6,644 372 7,016 Provision for credit losses 382 60 442 10 452 -------- ------- ------- -------- ------- -------- Net credit income 5,065 1,432 (295) 6,202 362 6,564 Gains (losses) on sales of securities 29 (7) 22 9 31 Noninterest income 3,078 767 (4)(3) 3,841 165 4,006 Noninterest expense 5,181 1,451 245 (3) 6,877 438 7,315 -------- ------- ------- -------- ------- -------- Income before taxes 2,991 741 (544) 3,188 98 3,286 Income taxes 1,041 261 (130)(7) 1,172 27 1,199 -------- ------- ------- -------- ------- -------- Net income 1,950 480 (414) 2,016 71 2,087 Preferred dividends 8 7 15 6 21 -------- ------- ------- -------- ------- -------- Net income available to common shareholders $ 1,942 $ 473 $ (414) $ 2,001 $ 65 $ 2,066 ======== ======= ======= ======== ======= ======== Primary earnings per common share $ 7.13 $ 3.02 $ 5.99 $ 5.74 ======== ======= ======== ======== Fully diluted earnings per common share $ 7.04 $ 5.94 $ 5.69 ======== ======== ======== /TABLE NOTES TO THE UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMA- TION (Dollars in Millions, Shares in Thousands, Per-Share Amounts Actuals) The unaudited Pro Forma Condensed Financial Information is based upon the following adjustments and related assumptions; the actual purchase accounting adjustments will be made on the basis of appraisals and evaluations as of the date of consumma- tion of the Merger and, therefore, will differ from those re- flected in the unaudited Pro Forma Condensed Financial Informa- tion. Note 1 The purchase accounting adjustments to record the Merger used in the preparation of the unaudited Pro Forma Condensed Balance Sheet are summarized below: Shares of Boatmen's Common Stock outstanding............... 156,741(A) Exchange Ratio............................................. 0.6525 -------- NationsBank Common Stock equivalant ....................... 102,274 Consideration to be paid in NationsBank Common Stock.... 60%(B) -------- NationsBank Common Stock assumed issued................ 61,364 Assumed NationsBank Share Price........................ $ 84(C) -------- Assumed additional shareholders' equity................ $ 5,155 -------- Consideration to be paid in cash....................... 40%(B) -------- NationsBank Common Stock assumed issued................ 40,910 Assumed NationsBank Share Price........................ $ 84(C) -------- Assumed cash consideration............................. $ 3,436 -------- Total purchase price........................................ $ 8,591 Historical net assets acquired.............................. $ 3,591 Less: Boatmen's preferred stock............................ (99) -------- 3,492 -------- Premium to allocate......................................... $ 5,099 -------- Adjustments to fair value of net assets acquired: Investment securities.................................. 28(D) Deferred income taxes.................................. (232)(F) Intangibles............................................ 5,273(G) -------- $ 5,099 -------- ---------------- (A) The number of shares of Boatmen's Common Stock to be ex- changed will be those outstanding immediately prior to the Effective Time of the Merger. The number of shares of Boatmen's Common Stock outstanding on July 31, 1996 has been used in the pro forma computations. (B) Each share of Boatmen's Common Stock outstanding at the Effective Time will be converted in the Merger into the right to receive 0.6525 of a share of NationsBank Common Stock or, at the election of each of the holders of Boatmen's Common Stock, an amount in cash in respect of each share of Boatmen's Common Stock that is equal to the Exchange Ratio times the average closing price of the Na- tionsBank Common Stock during the 10 consecutive trading day period during which the shares of NationsBank Common Stock are traded on the New York Stock Exchange ending on the tenth calendar day immediately prior to the antici- pated Effective Time (such cash consideration in the ag- gregate not to exceed 40% of the aggregate consideration paid by NationsBank for Boatmen's Common Stock). An as- sumed cash election of 40% has been used in the pro forma computations. The unaudited Pro Forma Condensed Financial Information reflects funding of the cash component of the purchase price from issuance by NationsBank of additional debt securities. (C) NationsBank Common Stock price as of September 3, 1996. (D) Reflects the net appreciation in the investment securities portfolio at June 30, 1996. (E) Reflects the estimated fair value in excess of carrying value of mortgage servicing rights at June 30, 1996. (F) Represents the estimated tax liability associated with adjustments to the carrying value of investments securi- ties, mortgage servicing rights and certain identifiable intangible assets. (G) Includes both identifiable intangibles and goodwill. Since the final determination of adjustments to assets and liabilities will be made based upon the fair values as of the Effective Time and after appraisals and evaluations are complete, the final amounts will differ from the esti- Note 2 Reflects the planned reduction of discretionary investment se- curity portfolio and related paydown of borrowed funds. Note 3 The purchase accounting adjustments related to the Merger reflected in the unaudited Pro Forma Condensed Statement of Income are summarized as follows: Six Months Year Ended Ended December 31, June 30, 1996 1995 ------------- ----------- Interest income Amortization of investment securities adjustment......... $3 $6 Noninterest income Amortization of mortgage servicing rights adjustment.................... $2 $4 Noninterest expense Amortization of incremental intangibles..................... $123 $245 Note 4 Purchase accounting adjustments related to NationsBank's fund- ing of the Merger have been reflected in the unaudited Pro Forma Condensed Statements of Income as follows: Six Months Year Ended Ended December 31, June 30, 1996 1995 ------------- ----------- Interest expense Increase in interest expense on debt securities to fund the cash component of the purchase price....... $134 $268 Note 5 Foregone interest income on discretionary investment security portfolio reduction and related reduction in funding cost. Six Months Year Ended Ended December 31, June 30, 1996 1995 Interest income................ $326 $650 Interest expense............... $287 $617 --- --- $39 $33 Note 6 The following assumptions were used in establishing the pur- chase accounting adjustments related to the Merger in the unau- dited Pro Forma Condensed Statements of Income. Securities Amortize the discount related to investment securities portfo- lio assumed to be retained into interest income on a straight- line method over the estimated maturities of the affected secu- rities, 3 years. Mortgage Servicing Rights Amortize the excess of fair value over carrying value on a straight-line method over the estimated maturities of the un- derlying mortgages of 7 years. Intangibles Amortize the identifiable intangible value as noninterest ex- pense over 10 years and goodwill on a straight-line basis over 25 years. Note 7 Income tax expense on pro forma adjustments is reflected using a 36% tax rate. Note 8 Reflects the elimination of nonrecurring merger-related charges incurred by NationsBank and Boatmen's associated with transac- tions other than the Merger. Such charges were comprised pri- marily of severance costs, facilities and branch closure costs, cancellations of contractual obligations and other merger- related expenses including investment banking fees. Note 9 On July 18, 1996, NationsBank repurchased 10 million shares of NationsBank Common Stock. The effect of this repurchase has not been included in the unaudited Pro Forma Condensed Finan- cial Information. (c) Exhibits Exhibit Description ------- ----------- 99.1 Agreement and Plan of Merger, dated as of August 29, 1996, by and between NationsBank Corporation and Boatmen's Bancshares, Inc. 99.2 Stock Option Agreement, dated as of August 29, 1996, by and between NationsBank Corporation, as grantee, and Boatmen's Bancshares, Inc., as issuer. 99.3 Text of joint press release, dated August 30, 1996, issued by NationsBank Corporation and Boatmen's Banc- shares. 99.4 Consolidated Financial Statements of Boatmen's Banc- shares, Inc. and Report of Ernst & Young. Signatures ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly autho- rized. NATIONSBANK CORPORATION (Registrant) ------------ By: /s/ Marc D. Oken ----------------------- Marc D. Oken Executive Vice President and Chief Accounting Officer EXHIBIT INDEX Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 Agreement and Plan of Merger, dated as of August 29, 1996, by and between NationsBank Corporation and Boatmen's Bancshares, Inc. 99.2 Stock Option Agreement, dated as of August 29, 1996, by and between NationsBank Corporation, as grantee, and Boatmen's Bancshares, Inc., as is- suer. 99.3 Text of joint press release, dated August 30, 1996, issued by NationsBank Corporation and Boatmen's Bancshares, Inc. 99.4 Consolidated Financial Statements of Boatmen's Bancshares, Inc. and Report of Ernst & Young LLP. 99.5 Consent of Ernst & Young LLP.