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): December 13, 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 December 13, 1996, NationsBank Corporation ("Nations- Bank") and Boatmen's Bancshares, Inc. ("Boatmen's") mailed to all holders of record of shares of common stock of Boatmen's ("Boatmen's Common Stock") as of December 6, 1996, an Election Form and Letter of Transmittal to be used in connection with the merger of Boatmen's into a wholly-owned subsidiary of NationsBank (the "Merger"). The Election Form and Letter of Transmittal contains instructions regarding the election mechanics of the elections available to Boatmen's shareholders and information concerning the tax consequences of such elections. The Election Form and Letter of Transmittal will be used by such shareholders in electing to receive cash consideration, stock consideration or a combination thereof in exchange for their shares of Boatmen's Common Stock and must accompany certificates representing shares of Boatmen's Com- mon Stock in order for such shareholders to receive consideration in the Merger. The Election Form and Letter of Transmittal is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference. ITEM 7. EXHIBITS. Exhibit Description ------- ----------- 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 authorized. NATIONSBANK CORPORATION (Registrant) ------------ By: /s/ Paul J. Polking ----------------------- Name: Paul J. Polking Title: Executive Vice President and General Counsel EXHIBIT INDEX Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 Election Form and Letter of Transmittal