EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of NationsBank
Corporation, and the several undersigned Officers and Directors thereof whose
signatures appear below, hereby makes, constitutes and appoints James W. Kiser
and Charles M. Berger, and each of them acting individually, its, his and her
true and lawful attorneys with power to act without any other and with full
power of substitution, to execute, deliver and file in its, his and her name and
on its, his and her behalf, and in each of the undersigned Officer's and
Director's capacity or capacities as shown below, (a) a Registration Statement
of NationsBank Corporation on Form S-4 (or other appropriate form) with respect
to the registration under the Securities Act of 1933, as amended, of a number of
shares of common stock and preferred stock and depositary shares of NationsBank
Corporation to be issued in exchange for the outstanding shares of common stock
and preferred stock and depositary shares of Boatmen's Bancshares, Inc. upon
consummation of the proposed merger of Boatmen's Bancshares, Inc. with and into
NationsBank Corporation, or a wholly owned subsidiary thereof, and any and all
documents in support thereof or supplemental thereto and any and all amendments,
including any and all post-effective amendments, to the foregoing (hereinafter
called the "Registration Statement"), and (b) such registration statements,
petitions, applications, consents to service of process or other instruments,
any and all documents in support thereof or supplemental thereto, and any and
all amendments or supplements to the foregoing, as may be necessary or advisable
to qualify or register the securities covered by said Registration Statement
under such securities laws, regulations or requirements as may be applicable;
and each of NationsBank Corporation and said Officers and Directors hereby
grants to said attorneys, and to each of them, full power and authority to do
and perform each and every act and thing whatsoever as said attorneys or
attorney may deem necessary or advisable to carry out fully the intent of this
power of attorney to the same extent and with the same effect as NationsBank
Corporation might or could do, and as each of said Officers and Directors might
or could do personally in his or her capacity or capacities as aforesaid, and
each of NationsBank Corporation and said Officers and Directors hereby ratifies
and confirms all acts and things which said attorneys or attorney might do or
cause to be done by virtue of this power of attorney and its, his or her
signature as the same may be signed by said attorneys or attorney, or any of
them, to any or all of the following (and/or any and all amendments and
supplements to any or all thereof): such Registration Statement under the
Securities Act of 1933, as amended, and all such registration statements,
petitions, applications, consents to service of process and other instruments,
and any and all documents in support thereof or supplemental thereto, under such
securities laws, regulations and requirements as may be applicable.
IN WITNESS WHEREOF, NationsBank Corporation has caused this
power of attorney to be signed on its behalf, and each of the undersigned
Officers and Directors in the capacity or capacities
noted has hereunto set his or her hand as of the date indicated below.
NATIONSBANK CORPORATION
By: /s/ Hugh L. McColl, Jr.
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Hugh L. McColl, Jr.
Chairman of the Board and
Chief Executive Officer
Dated: September 25, 1996
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Signature Title Date
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/s/ Hugh L. McColl, Jr. Chairman of the Board, Chief September 25, 1996
- ------------------------------ Executive Officer and Director
Hugh L. McColl, Jr. (Principal Executive Officer)
/s/ James H. Hance, Jr. Vice Chairman and September 25, 1996
- ------------------------------ Chief Financial Officer
James H. Hance, Jr. (Principal Financial Officer)
/s/ Marc D. Oken Executive Vice President and September 25, 1996
- ------------------------------ Chief Accounting Officer
Marc D. Oken (Principal Accounting Officer)
/s/ Ronald W. Allen Director September 25, 1996
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Ronald W. Allen
/s/ Ray C. Anderson Director September 25, 1996
- ------------------------------
Ray C. Anderson
/s/ William M. Barnhardt Director September 25, 1996
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William M. Barnhardt
- ------------------------------ Director September __, 1996
Thomas E. Capps
/s/ Charles W. Coker Director September 25, 1996
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Charles W. Coker
/s/ Thomas G. Cousins Director September 25, 1996
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Thomas G. Cousins
/s/ Alan T. Dickson Director September 25, 1996
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Alan T. Dickson
- ------------------------------ Director September __, 1996
W. Frank Dowd, Jr.
/s/ Paul Fulton Director September 25, 1996
- ------------------------------
Paul Fulton
/s/ Timothy L. Guzzle Director September 25, 1996
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Timothy L. Guzzle
/s/ W.W. Johnson Director September 25, 1996
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W.W. Johnson
/s/ John J. Murphy Director September 25, 1996
- ------------------------------
John J. Murphy
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/s/ John C. Slane Director September 25, 1996
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John C. Slane
/s/ John W. Snow Director September 25, 1996
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John W. Snow
/s/ Meredith R. Spangler Director September 25, 1996
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Meredith R. Spangler
/s/ Robert H. Spilman Director September 25, 1996
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Robert H. Spilman
/s/ Ronald Townsend Director September 25, 1996
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Ronald Townsend
/s/ E. Craig Wall, Jr. Director September 25, 1996
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E. Craig Wall, Jr.
/s/ Jackie M. Ward Director September 25, 1996
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Jackie M. Ward
/s/ Virgil R. Williams Director September 25, 1996
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Virgil R. Williams
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EXHIBIT A
NATIONSBANK CORPORATION
BOARD OF DIRECTORS
RESOLUTIONS
ACQUISITION OF BOATMEN'S BANCSHARES, INC.
AND REPURCHASE OF SHARES
August 29, 1996
Acquisition of Boatmen's Bancshares, Inc.
WHEREAS, it is proposed that NationsBank Corporation (the "Corporation")
purchase all of the outstanding capital stock (the "Acquisition") of Boatmen's
Bancshares, Inc. ("Boatmen's"); and
WHEREAS, up to 100% of the purchase price for the Acquisition will be paid in
shares of the Corporation's common stock (the "NationsBank Common Stock"),
subject to the cash election rights of the shareholders of Boatmen's in
accordance with the terms of the transaction as set forth in the draft
Acquisition Agreement (as defined below) as attached hereto as Exhibit A, with
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such changes and modifications thereto as the appropriate officers of the
Corporation determine to be necessary or desirable; and
WHEREAS, it is deemed to be fair, advisable and in the best interests of the
Corporation and its shareholders to effect the Acquisition;
NOW, THEREFORE, BE IT:
RESOLVED, that the Board of Directors of the Corporation hereby approves the
Acquisition and the other transactions contemplated in connection therewith, to
be negotiated and evidenced by an Agreement and Plan of Merger by and between
the Corporation and Boatmen's (the "Acquisition Agreement"), including the
issuance of up to 100% of the purchase price in shares of NationsBank Common
Stock in exchange for the outstanding shares of Boatmen's common stock
("Boatmen's Common Stock") upon consummation of the Acquisition at an exchange
ratio of .6525 shares of NationsBank Common Stock for each outstanding share of
Boatmen's Common Stock, with the right of Boatmen's shareholders to elect at
their option to receive cash, with a maximum of 40% of the purchase price to be
issued in cash; and
RESOLVED, that the Board of Directors of the Corporation hereby determines that
the Boatmen's Common Stock as the consideration to be received by the
Corporation in exchange for shares of NationsBank Common Stock and cash, if
any, is adequate; and
RESOLVED, that the Board of Directors of the Corporation hereby authorizes the
appropriate officers of the Corporation to nego-
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tiate, execute and deliver the Acquisition Agreement, with such changes and
modifications thereto as such officers determine to be necessary or desirable;
and
RESOLVED, that the appropriate officers of the Corporation be, and each of them
hereby is, authorized, empowered and directed, subject to the terms and
conditions of the Acquisition Agreement, to do any and all things necessary to
effectuate and consummate the transactions contemplated by the Acquisition
Agreement as may be prescribed by law or as they may deem necessary or
advisable, including the negotiation, execution and delivery of a stock option
agreement and certain employment agreements; to prepare all documentation and
to effect all filings and obtain appropriate permits, consents, approvals and
authorizations of all third parties, including the Board of Governors of the
Federal Reserve System, the Office of the Comptroller of the Currency, the
Federal Deposit Insurance Corporation and any other applicable federal or state
regulatory authority; and to execute personally or by attorney-in-fact such
required filings or amendments or supplements to such required filings, and
otherwise to cause such filings and any amendments thereto to become effective
or otherwise approved; and
RESOLVED, that the proper officers of the Corporation be, and each of them
hereby is, authorized and directed to execute an amendment to the Corporation's
Articles of Incorporation, establishing and fixing the preferences, limitations
and relative rights of the Corporation's Cumulative Convertible Preferred
Stock, Series A, and 7% Cumulative Redeemable Preferred Stock, Series B
(collectively, the "Preferred Stock"); and
RESOLVED, that the issuance by the Corporation of shares of Preferred Stock to,
respectively, the holders of the Boatmen's Cumulative Convertible Preferred
Stock, Series A, and 7% Cumulative Redeemable Preferred Stock, Series B pursuant
to the terms of the Acquisition Agreement be, and it hereby is, approved, and
all such shares, upon issuance will be fully paid and nonassessable and not
subject to preemptive rights; and
RESOLVED, that a special meeting of shareholders of the Corporation (the
"Special Meeting") be held at such place, date and time as shall be determined
by the Chairman of the Board, the President or the Secretary in accordance with
the terms of the Acquisition Agreement, to consider and act on the issuance of
NationsBank Common Stock in the Acquisition (the "Issuance"); and
RESOLVED, that the record date for the determination of shareholders entitled
to vote at the Special Meeting and any adjournments thereof shall be the close
of business on such date as shall be determined by the Chairman of the Board,
the President or the Secretary (the "Record Date"); and
RESOLVED, that the proper officers of the Corporation be, and each of them
hereby is, authorized and directed, for and on behalf of the Corporation, to
mail to the shareholders of record as of the close of business on the Record
Date, a Notice of Special Meeting, accompanied by a Joint Proxy
Statement-Prospectus of the Corporation and Boatmen's; and
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RESOLVED, that the Issuance shall be submitted to the Corporation's shareholders
entitled to vote thereon for their approval at the Special Meeting, and that the
Board of Directors unanimously recommend that the shareholders of the
Corporation entitled to vote thereon approve the Issuance; and
RESOLVED, that Andrew B. Craig, III and four other persons as may be acceptable
to the Board of Directors of the Corporation be appointed as directors of the
Corporation in such manner and at such time as set forth in the Acquisition
Agreement; and
RESOLVED, that the Board of Directors of the Corporation will nominate Mr. Craig
to serve as a member of the Executive Committee and to serve as Chairman of the
Board for the period set forth in the Acquisition Agreement; and
RESOLVED, that the appropriate officers of the Corporation be, and each of them
hereby is, authorized, empowered and directed to vote any shares of any
subsidiary of the Corporation (other than those shares held by any subsidiary in
a fiduciary capacity, in which event the fiduciary shall make all decisions
related to such shares, including whether or not and how to vote any shares held
by it in such capacity) as may be necessary to effect the consummation of the
Acquisition; and
RESOLVED, that the Corporation hereby reserves, sets aside and authorizes for
issuance up to 110,000,000 shares of the authorized but unissued shares of
NationsBank Common Stock (the "Shares"), and that the appropriate officers of
the Corporation be, and each of them hereby is, authorized and empowered to
issue the Shares, or such portion thereof, as may be necessary in connection
with the conversion and exchange of the issued and outstanding shares of
Boatmen's, as well as any outstanding stock options of Boatmen's, in accordance
with the provisions of such conversion and exchange as set forth in the
Acquisition Agreement; and
RESOLVED, that the appropriate officers of the Corporation be, and each of them
hereby is, authorized, empowered and directed to convert any rights with respect
to Boatmen's Common Stock pursuant to stock options or stock appreciation rights
which are outstanding as of the closing of the Acquisition into rights with
respect to NationsBank Common Stock, such conversion and the terms of any
converted stock options or stock appreciation rights to be in accordance with
the terms of the Acquisition Agreement; and
RESOLVED, that, in connection with the issuance of the Shares pursuant to the
Acquisition Agreement, the appropriate officers of the Corporation be, and each
of them hereby is, authorized, empowered and directed to execute and file with
the Securities and Exchange Commission (the "Commission") a Registration
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Statement on Form S-4 (or such other form as such officers, upon advice of
counsel, may determine to be necessary or appropriate) under the Securities Act
of 1933, as amended (the "Securities Act"), to execute and file all such other
instruments and documents, and to do all such other acts and things in
connection with the Registration Statement, including the execution and filing
of such amendment or amendments (including any post-effective amendments)
thereto, as they may deem necessary or advisable to effect such filings and to
procure the effectiveness of the Registration Statement (and any such
post-effective amendments thereto) and to make such supplements to the Joint
Proxy Statement-Prospectus forming a part of said Registration Statement as may
be required or otherwise as they may deem advisable; and
RESOLVED, that Paul J. Polking and Charles M. Berger be, and each of them with
full power to act without the other hereby is, authorized and empowered to sign
the aforesaid Registration Statement and any amendment or amendments thereto
(including any post-effective amendments) on behalf of and as attorneys for the
Corporation and on behalf of and as attorneys for any of the following: the
Principal Executive Officer, the Principal Financial Officer, the Principal
Accounting Officer and any other officer of the Corporation; and
RESOLVED, that Paul J. Polking be, and he hereby is, designated as Agent for
Service of the Corporation with all such powers and functions as are provided
by the General Rules and Regulations of the Commission under the Securities Act
and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
RESOLVED, that the Shares, when issued and distributed in accordance with and
pursuant to the Acquisition Agreement, shall be fully paid and non-assessable
and the holders of such Shares shall be subject to no further call or liability
with respect thereto; and
RESOLVED, that the appropriate officers of the Corporation be, and each of them
hereby is, authorized, empowered and directed, in the name of and on behalf of
the Corporation, to take all such actions and to execute all such documents as
such officers may deem necessary or appropriate for compliance with the
Securities Act or the Exchange Act in connection with the transactions
contemplated by the Acquisition Agreement; and
RESOLVED, that the listing of the Shares to be issued pursuant to the
Acquisition Agreement on the New York Stock Exchange, the Pacific Stock Exchange
and the London Stock Exchange hereby is approved, and that the appropriate
officers of the Corporation be, and each of them hereby is, authorized,
empowered and directed, with the assistance of counsel, to prepare, execute and
file listing applications and any requests for determinations as to the
application of certain rules to the Acquisition with the New York Stock
Exchange, the Pacific Stock Exchange and the London Stock Exchange and to take
all actions necessary or appropriate to effect such listings and requests; and
RESOLVED, that the listing of the shares of Preferred Stock on the Nasdaq Stock
Market (or such other exchange as the appro-
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priate officers deem necessary or desirable) hereby is approved, and that the
appropriate officers of the Corporation be, and each of them hereby is,
authorized, empowered and directed, with the assistance of counsel, to prepare,
execute and file listing applications and any requests for determinations with
respect to the Preferred Stock as to the application of certain rules to the
Acquisition with the Nasdaq Stock Market (or other such exchange as the
appropriate officers deem necessary or desirable) and to take all actions
necessary or appropriate to effect such listings and requests; and
RESOLVED, that it is desirable and in the best interests of the Corporation that
the Shares to be issued in accordance with and pursuant to the Acquisition
Agreement be qualified or registered for distribution in various states where
appropriate, that the Chairman and Chief Executive Officer, the Chief Financial
Officer, any Executive Vice President, any Senior Vice President or any
Associate General Counsel and the Secretary or any Assistant Secretary hereby
are authorized, empowered and directed to determine the states in which
appropriate action shall be taken to qualify or register for distribution the
Shares as such officers may deem advisable; that said officers be, and each of
them hereby is, authorized, empowered and directed to perform on behalf of the
Corporation any and all such acts as they may deem necessary or advisable in
order to comply with the applicable laws of any such states, and in connection
therewith to execute and file all requisite papers and documents, including,
without limitation, resolutions, applications, reports, surety bonds,
irrevocable consents and appointments of attorneys for service of process; and
the execution by such officers of any such paper or document or the doing by
them of any act in connection with the foregoing matters shall establish
conclusively their authority therefor from the Corporation and the approval and
ratification by the Corporation of the papers and documents so executed and the
actions so taken; and
RESOLVED, that the foregoing officers be, and each of them hereby is,
authorized, empowered and directed to do any and all things which in their
judgment may be necessary or appropriate in order to obtain a permit, exemption,
registration or qualification for, and a dealer's license with respect to, the
distribution of the Shares in accordance with and under the securities or
insurance laws of any one or more of the states as such officers may deem
advisable, and in connection therewith to execute, acknowledge, verify, deliver,
file and publish all applications, reports, resolutions, consents, consents to
service of process, powers of attorneys, commitments and other papers and
instruments as may be required under such laws and to take any and all further
action which they may deem necessary or appropriate in order to secure and to
maintain such permits, exemptions, registrations and qualifications in effect
for so long as they shall deem in the best interests of the
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Corporation; and
RESOLVED, that ChaseMellon Shareholder Services ("ChaseMellon") be, and it
hereby is, appointed Transfer Agent and Registrar for the Shares; that
ChaseMellon be, and it hereby is, vested with all the power and authority as
Transfer Agent and Registrar with respect to the Shares as it has heretofore
been vested with for the shares of NationsBank Common Stock currently issued
and outstanding; and that, if determined to be necessary or advisable by the
appropriate officers of the Corporation, ChaseMellon may be appointed Exchange
Agent for the Acquisition; and
RESOLVED, that the Board of Directors of the Corporation hereby adopts, as if
expressly set forth herein, the form of any resolution required by any authority
to be filed in connection with any applications, consents to service, issuer's
covenants or other documents, applications, reports or filings relating to the
foregoing resolutions if (i) in the opinion of the officers of the Corporation
executing same, the adoption of such resolutions is necessary or desirable and
(ii) the Secretary or an Assistant Secretary of the Corporation evidences such
adoption by inserting in the minutes of this meeting copies of such resolutions,
which will thereupon be deemed to be adopted by the Board of Directors of the
Corporation with the same force and effect as if presented at this meeting.
Repurchase of Shares
WHEREAS, it is deemed to be in the best interests of the Corporation and its
shareholders to repurchase shares of NationsBank Common Stock in open market
transactions or in negotiated unsolicited private sales up to an amount equal
to the number of shares to be issued in the Acquisition; and
WHEREAS, the Board of Directors of the Corporation has been advised by
management that the Corporation satisfies its state law requirements applicable
to repurchasing its shares, including its ability to declare and pay
distributions;
NOW, THEREFORE, BE IT:
RESOLVED, that the Corporation may repurchase, from time to time and in one or
more transactions, up to an aggregate of 110,000,000 shares of NationsBank
Common Stock in open market transactions or in negotiated unsolicited private
sales in order to offset the Corporation's obligations under the Acquisition
Agreement; and
RESOLVED, that Hugh L. McColl, Jr., Chairman and Chief Executive Officer, James
H. Hance, Jr., Vice Chairman and Chief Financial Officer, and John E. Mack,
Senior Vice President and Treasurer are, and any one of them hereby is, directed
and authorized to determine whether to repurchase any shares of NationsBank
Common Stock related to the Acquisition and the timing relating to such
repurchases, and to do or cause to be done any and all such acts and things,
including the execution and delivery of all documents, agreements, certificates,
and other instruments, which they may deem necessary or advisable in order to
carry out
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the intent of the preceding resolutions.
Further Authority and Ratification
NOW, THEREFORE, BE IT:
RESOLVED, that the appropriate officers of the Corporation hereby are
authorized, empowered and directed to do any and all things necessary,
appropriate or convenient to carry into effect the foregoing resolutions,
including the execution and delivery of all such instruments, agreements,
certificates, reports, applications, notices, letters and other documents; and
RESOLVED, that any and all actions heretofore taken by any of the directors,
officers, representatives or agents of the Corporation or any of its affiliates
in connection with the transactions contemplated by the Acquisition Agreement or
otherwise referred to in the foregoing resolutions hereby are ratified,
confirmed and approved in all respects as the acts and deeds of the Corporation.
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CERTIFICATE OF SECRETARY
------------------------
I, ALLISON L. GILLIAM, Assistant Secretary of NationsBank
Corporation, a corporation duly organized and existing under the laws of the
State of North Carolina, do hereby certify that the foregoing is a true and
correct copy of resolutions duly adopted by a majority of the entire Board of
Directors of said corporation at a meeting of said Board of Directors held
August 29, 1996, at which meeting a quorum was present and acted throughout and
that said resolutions are in full force and effect and have not been amended or
rescinded as of the date hereof.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed
the seal of said corporation this 26th day of September, 1996.
(CORPORATE SEAL)
/s/ Allison L. Gilliam
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Assistant Secretary
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