AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1998 REGISTRATION NO. 333-60553 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ NATIONSBANK CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NORTH CAROLINA(1) 6711 (I.R.S. EMPLOYER (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
NATIONSBANK CORPORATE CENTER 100 NORTH TRYON STREET CHARLOTTE, NORTH CAROLINA 28255 (704) 386-5000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ PAUL J. POLKING, ESQ. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL NATIONSBANK CORPORATION NATIONSBANK CORPORATE CENTER 100 NORTH TRYON STREET CHARLOTTE, NORTH CAROLINA 28255 (704) 386-5000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: JAMES N. ROETHE, ESQ. EDWARD D. HERLIHY, ESQ. BOYD C. CAMPBELL, JR. EXECUTIVE VICE PRESIDENT WACHTELL, LIPTON, ROSEN & KATZ SMITH HELMS MULLISS & AND GENERAL COUNSEL 51 WEST 52ND STREET MOORE, L.L.P. BANKAMERICA CORPORATION NEW YORK, NEW YORK 10019 201 NORTH TRYON STREET 555 CALIFORNIA STREET CHARLOTTE, NORTH CAROLINA 28202 SAN FRANCISCO, CALIFORNIA 94104
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: [ ] ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following exhibits are filed herewith or incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 2.1 -- Agreement and Plan of Reorganization by and between BankAmerica Corporation and NationsBank Corporation, dated as of April 10, 1998. (Included as Appendix A to the accompanying Joint Proxy Statement-Prospectus.) 2.2 -- Plan of Reincorporation Merger by and between NationsBank Corporation and NationsBank (DE) Corporation, dated as of August 3, 1998. (Included as Appendix B to the accompanying Joint Proxy Statement-Prospectus.) 3.1 -- Certificate of Incorporation of the Combined Company, executed on July 31, 1998. (Included as Appendix H to the accompanying Joint Proxy Statement-Prospectus.) 3.2 -- By-laws of the Combined Company. 5.1 -- Opinion of Paul J. Polking, Esq., Executive Vice President and General Counsel of NationsBank Corporation, as to the validity of the shares of Combined Company Common Stock. 8.1 -- Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax matters. 10.1 -- Employment Agreement, dated as of April 10, 1998, by and between NationsBank Corporation and David A. Coulter. 10.2 -- Employment Agreement, dated as of April 10, 1998, by and between NationsBank Corporation and Michael J. Murray. 10.3 -- Employment Agreement, dated as of April 10, 1998, by and between NationsBank Corporation and Michael E. O'Neill. 10.4 -- Employment Agreement, dated as of April 10, 1998, by and between NationsBank Corporation and James H. Hance, Jr. 10.5 -- Employment Agreement, dated as of April 10, 1998, by and between NationsBank Corporation and Kenneth D. Lewis. 10.6 -- Form of Amended and Restated NationsBank Corporation Key Employee Stock Plan. 23.1 -- Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated. 23.2 -- Consent of Goldman, Sachs & Co.* 23.3 -- Consent of Paul J. Polking, Esq., Executive Vice President and General Counsel of NationsBank Corporation. (Included in Exhibit 5.1 to this Registration Statement.) 23.4 -- Consent of Wachtell, Lipton, Rosen & Katz. (Included in Exhibit 8.1 to this Registration Statement.) 23.5 -- Consent of Ernst & Young LLP. 23.6 -- Consent of PricewaterhouseCoopers LLP. 24.1 -- Power of Attorney and Certified Resolutions. 99.1 -- Stock Option Agreement, dated as of April 10, 1998, by and between BankAmerica Corporation (as issuer) and NationsBank Corporation (as grantee). (Included as Appendix C to the accompanying Joint Proxy Statement-Prospectus.) 99.2 -- Stock Option Agreement, dated as of April 10, 1998, by and between NationsBank Corporation (as issuer) and BankAmerica Corporation (as grantee). (Included as Appendix D to the accompanying Joint Proxy Statement-Prospectus.) 99.3 -- Notice of Special Meeting of Shareholders of NationsBank Corporation. (Included in the accompanying Joint Proxy Statement-Prospectus.)
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EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.4 -- Chief Executive Officer's Letter to Shareholders of NationsBank Corporation. (Included in the accompanying Joint Proxy Statement-Prospectus.) 99.5 -- Notice of Special Meeting of Shareholders of BankAmerica Corporation. (Included in the accompanying Joint Proxy Statement-Prospectus.) 99.6 -- Chairman's Letter to Shareholders of BankAmerica Corporation. (Included in the accompanying Joint Proxy Statement-Prospectus.) 99.7 -- Form of Proxy for Special Meeting of Shareholders of NationsBank Corporation. 99.8 -- Form of Proxy for Special Meeting of Shareholders of BankAmerica Corporation. 99.9 -- Consent of David A. Coulter*
- --------------- *Filed herewith. All other exhibits were previously filed. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, this 4th day of August, 1998. NATIONSBANK CORPORATION (Registrant) By: * ------------------------------------ Hugh L. McColl, Jr. Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 4th day of August, 1998.
SIGNATURE CAPACITY --------- -------- * Chief Executive Officer and Director - --------------------------------------------------- (Principal Executive Officer) Hugh L. McColl, Jr. * Director, Vice Chairman and Chief Financial - --------------------------------------------------- Officer James H. Hance, Jr. (Principal Financial Officer) * Executive Vice President and Chief Accounting - --------------------------------------------------- Officer (Principal Accounting Officer) Marc D. Oken * Chairman of the Board and Director - --------------------------------------------------- Charles E. Rice * Director - --------------------------------------------------- Ray C. Anderson * Director - --------------------------------------------------- Rita Bornstein * Director - --------------------------------------------------- B.A. Bridgewater, Jr. Director - --------------------------------------------------- Thomas E. Capps Director - --------------------------------------------------- Alvin R. Carpenter Director - --------------------------------------------------- Charles W. Coker * Director - --------------------------------------------------- Thomas G. Cousins * Director - --------------------------------------------------- Andrew B. Craig, III * Director - --------------------------------------------------- Alan T. Dickson * Director - --------------------------------------------------- Paul Fulton
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SIGNATURE CAPACITY --------- -------- * Director - --------------------------------------------------- C. Ray Holman * Director - --------------------------------------------------- W. W. Johnson * President and Director - --------------------------------------------------- Kenneth D. Lewis * Director - --------------------------------------------------- Russell W. Meyer, Jr. * Director - --------------------------------------------------- Richard B. Priory * Director - --------------------------------------------------- John C. Slane * Director - --------------------------------------------------- O. Temple Sloan, Jr. * Director - --------------------------------------------------- Meredith R. Spangler * Director - --------------------------------------------------- Albert E. Suter * Director - --------------------------------------------------- Ronald Townsend * Director - --------------------------------------------------- Jackie M. Ward * Director - --------------------------------------------------- John A. Williams * Director - --------------------------------------------------- Virgil R. Williams * By: /s/ CHARLES M. BERGER -------------------------------------------- Charles M. Berger, Attorney-in-fact
5 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 2.1 -- Agreement and Plan of Reorganization by and between BankAmerica Corporation and NationsBank Corporation, dated as of April 10, 1998. (Included as Appendix A to the accompanying Joint Proxy Statement-Prospectus.) 2.2 -- Plan of Reincorporation Merger by and between NationsBank Corporation and NationsBank (DE) Corporation, dated as of August 3, 1998. (Included as Appendix B to the accompanying Joint Proxy Statement-Prospectus.) 3.1 -- Certificate of Incorporation of the Combined Company, executed on July 31, 1998. (Included as Appendix H to the accompanying Joint Proxy Statement-Prospectus.) 3.2 -- By-laws of the Combined Company. 5.1 -- Opinion of Paul J. Polking, Esq., Executive Vice President and General Counsel of NationsBank Corporation, as to the validity of the shares of Combined Company Common Stock. 8.1 -- Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax matters. 10.1 -- Employment Agreement, dated as of April 10, 1998, by and between NationsBank Corporation and David A. Coulter. 10.2 -- Employment Agreement, dated as of April 10, 1998, by and between NationsBank Corporation and Michael J. Murray. 10.3 -- Employment Agreement, dated as of April 10, 1998, by and between NationsBank Corporation and Michael E. O'Neill. 10.4 -- Employment Agreement, dated as of April 10, 1998, by and between NationsBank Corporation and James H. Hance, Jr. 10.5 -- Employment Agreement, dated as of April 10, 1998, by and between NationsBank Corporation and Kenneth D. Lewis. 10.6 -- Form of Amended and Restated NationsBank Corporation Key Employee Stock Plan. 23.1 -- Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated. 23.2 -- Consent of Goldman, Sachs & Co.* 23.3 -- Consent of Paul J. Polking, Esq., Executive Vice President and General Counsel of NationsBank Corporation. (Included in Exhibit 5.1 to this Registration Statement.) 23.4 -- Consent of Wachtell, Lipton, Rosen & Katz. (Included in Exhibit 8.1 to this Registration Statement.) 23.5 -- Consent of Ernst & Young LLP. 23.6 -- Consent of PricewaterhouseCoopers LLP. 24.1 -- Power of Attorney and Certified Resolutions. 99.1 -- Stock Option Agreement, dated as of April 10, 1998, by and between BankAmerica Corporation (as issuer) and NationsBank Corporation (as grantee). (Included as Appendix C to the accompanying Joint Proxy Statement-Prospectus.) 99.2 -- Stock Option Agreement, dated as of April 10, 1998, by and between NationsBank Corporation (as issuer) and BankAmerica Corporation (as grantee). (Included as Appendix D to the accompanying Joint Proxy Statement-Prospectus.) 99.3 -- Notice of Special Meeting of Shareholders of NationsBank Corporation. (Included in the accompanying Joint Proxy Statement-Prospectus.) 99.4 -- Chief Executive Officer's Letter to Shareholders of NationsBank Corporation. (Included in the accompanying Joint Proxy Statement-Prospectus.) 99.5 -- Notice of Special Meeting of Shareholders of BankAmerica Corporation. (Included in the accompanying Joint Proxy Statement-Prospectus.) 99.6 -- Chairman's Letter to Shareholders of BankAmerica Corporation. (Included in the accompanying Joint Proxy Statement-Prospectus.) 99.7 -- Form of Proxy for Special Meeting of Shareholders of NationsBank Corporation. 99.8 -- Form of Proxy for Special Meeting of Shareholders of BankAmerica Corporation. 99.9 -- Consent of David A. Coulter.*
- --------------- * Filed herewith. All other exhibits were previously filed. 6