AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1996
REGISTRATION NO. 333-15375
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONSBANK CORPORATION NB CAPITAL TRUST I
(Exact name of registrant as specified in charter) (Exact name of registrant as specified in charter)
NORTH CAROLINA DELAWARE
(State or other jurisdiction or organization) (State or other jurisdiction or organization)
56-0906609 56-6490299
(I.R.S. employer identification number) (I.R.S. employer identification number)
NB CAPITAL TRUST II NB CAPITAL TRUST III
(Exact name of registrant as specified in charter) (Exact name of registrant as specified in charter)
DELAWARE DELAWARE
(State or other jurisdiction or organization) (State or other jurisdiction or organization)
56-6490301 56-6490302
(I.R.S. employer identification number) (I.R.S. employer identification number)
NATIONSBANK CORPORATION, NATIONSBANK CORPORATE CENTER, 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
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
NATIONSBANK CORPORATION
NATIONSBANK CORPORATE CENTER
CHARLOTTE, NORTH CAROLINA 28255
(704) 386-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
BOYD C. CAMPBELL, JR. JAMES R. TANENBAUM
SMITH HELMS MULLISS & MOORE, L.L.P. STROOCK & STROOCK & LAVAN
214 NORTH CHURCH STREET SEVEN HANOVER SQUARE
CHARLOTTE, NORTH CAROLINA 28202 NEW YORK, NEW YORK 10004
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box:
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box:
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
CALCULATION OF REGISTRATION FEE
[CAPTION]
TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE
TO BE REGISTERED REGISTERED (1) PER UNIT (1)(2)(3) OFFERING PRICE (2)(3)
Junior Subordinated Notes of
NationsBank Corporation (4) $1,000,000,000
Preferred Securities of NB Capital
Trust I, II and III $1,000,000,000
Guarantees of Preferred Securities
of NB Capital Trust I, NB Capital
Trust II and NB Capital Trust III
and certain
back-up undertakings (5) NA NA NA
Total $1,000,000,000 100% $1,000,000,000
TITLE OF EACH
CLASS OF SECURITIES AMOUNT OF
TO BE REGISTERED REGISTRATION FEE
Junior Subordinated Notes of
NationsBank Corporation (4) $303,030 (6)
Preferred Securities of NB Capital
Trust I, II and III NA
Guarantees of Preferred Securities
of NB Capital Trust I, NB Capital
Trust II and NB Capital Trust III
and certain
back-up undertakings (5) NA
Total $303,030 (6)
(1) Such indeterminate number of Preferred Securities of NB Capital Trust I, NB
Capital Trust II and NB Capital Trust III and such indeterminate principal
amount of Junior Subordinated Notes of NationsBank Corporation as may from
time to time be issued at indeterminate prices.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The aggregate public offering price of the Preferred
Securities of NB Capital Trust I, NB Capital Trust II and NB Capital Trust
III and the Junior Subordinated Notes of NationsBank Corporation registered
hereby will not exceed $1,000,000,000.
(3) Exclusive of accrued interest and distributions, if any.
(4) The Junior Subordinated Notes of NationsBank Corporation will be purchased
by NB Capital Trust I, NB Capital Trust II and NB Capital Trust III with the
proceeds of the sale of the Preferred Securities.
(5) No separate consideration will be received for any Guarantees. The
Guarantees include the rights of holders of the Preferred Securities under
the Guarantees and certain back-up undertakings, comprised of obligations of
NationsBank Corporation under the Indenture and any supplemental indenture
thereto and pursuant to Declarations of Trust to provide certain indemnities
in respect of, and be responsible for certain costs, expenses, debts and
liabilities of each of NB Capital Trust I, NB Capital Trust II and NB
Capital Trust III, each as described in the Registration Statement. All
obligations under the Declarations of Trust, including the indemnity
obligations, are included in the back-up undertakings.
(6) NationsBank Corporation paid $303 of the registration fee with the initial
filing of this Registration Statement leaving a balance of $302,727 to be
paid with the filing of this Amendment No. 1.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED NOVEMBER , 1996
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED , 1996)
PREFERRED SECURITIES
NB CAPITAL TRUST I
% TRUST ORIGINATED PREFERRED SECURITIES(SM)("TOPRS(SM)")
(LIQUIDATION AMOUNT $ PER PREFERRED SECURITY)
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
NATIONSBANK(Register mark)
The % Trust Originated Preferred Securities (the "Preferred Securities")
offered hereby represent preferred undivided beneficial interests in the assets
of NB Capital Trust I, a statutory business trust formed under the laws of the
State of Delaware ("NB Capital Trust" or the "Trust"). NationsBank Corporation,
a North Carolina corporation ("NationsBank" or the "Corporation"), will own all
the common securities
(CONTINUED ON NEXT PAGE)
SEE "RISK FACTORS" BEGINNING ON PAGE S-6 OF THIS PROSPECTUS SUPPLEMENT FOR
CERTAIN INFORMATION RELEVANT TO AN INVESTMENT IN THE PREFERRED SECURITIES,
INCLUDING THE PERIOD AND CIRCUMSTANCES DURING AND UNDER WHICH PAYMENTS OF
DISTRIBUTIONS ON THE PREFERRED SECURITIES MAY BE DEFERRED AND THE RELATED UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES OF SUCH DEFERRAL.
Application has been made to list the Preferred Securities on the New York
Stock Exchange, Inc. (the "New York Stock Exchange"). If so approved, trading of
the Preferred Securities on the New York Stock Exchange is expected to commence
within a 30-day period after the initial delivery of the Preferred Securities.
See "Underwriting."
THE OFFERED SECURITIES ARE NOT SAVINGS ACCOUNTS OR BANK DEPOSITS, ARE NOT
OBLIGATIONS OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF
NATIONSBANK (EXCEPT TO THE EXTENT THAT THE PREFERRED SECURITIES ARE
GUARANTEED BY NATIONSBANK AS DESCRIBED HEREIN), ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY
AND INVOLVE INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH
CAROLINA (THE "COMMISSIONER") OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION, THE COMMISSIONER OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
[CAPTION]
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT (2) TRUST (3)(4)
Per Preferred Security.............................. $ (3) $
Total (5)........................................... $ (3) $
(1) Plus accrued distributions, if any, from , 1996.
(2) NB Capital Trust and NationsBank have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(3) In view of the fact that the proceeds of the sale of the Preferred
Securities will be invested in the Junior Subordinated Notes, NationsBank
has agreed to pay to the Underwriters as compensation (the "Underwriters'
Compensation") for their arranging the investment therein of such proceeds
$ per Preferred Security (or $ in the aggregate); provided, that
such compensation for sales of 10,000 or more Preferred Securities to a
single purchaser will be $ per Preferred Security. Therefore, to the
extent of such sales, the actual amount of Underwriters' Compensation will
be less than the aggregate amount specified in the preceding sentence. See
"Underwriting."
(4) Expenses of the offering which are payable by NationsBank estimated to be
$ .
(5) NB Capital Trust has granted the several Underwriters an option to purchase,
exercisable within 30 days from the date of this Prospectus Supplement, up
to an additional Preferred Securities solely to cover
over-allotments, if any. If all such Preferred Securities are purchased the
total Price to Public and Proceeds to the Trust will be $ and the
aggregate Underwriters' Compensation will be $ . See "Underwriting."
The Preferred Securities are offered by the several Underwriters subject to
prior sale, when, as and if issued to and acceptance by them, subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the Preferred Securities will be made only in book-entry form
through the facilities of The Depository Trust Corporation, on or about
, 1996.
MERRILL LYNCH & CO.
The date of this Prospectus Supplement is , 1996.
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co., Inc.
(CONTINUED FROM PREVIOUS PAGE)
(the "Common Securities" and, together with the Preferred Securities, the "Trust
Securities") representing undivided beneficial interests in the assets of NB
Capital Trust. NB Capital Trust exists for the sole purpose of issuing the Trust
Securities and investing the proceeds thereof in an equivalent amount of %
Junior Subordinated Deferrable Interest Notes, due 2026 (the "Junior
Subordinated Notes") of NationsBank. The Junior Subordinated Notes and the
Preferred Securities in respect of which this Prospectus Supplement is being
delivered shall be referred to herein as the "Offered Securities." The Junior
Subordinated Notes will mature on , 2026 (the "Stated
Maturity"). The Junior Subordinated Notes when issued will be unsecured
obligations of NationsBank and will be subordinate and junior in right of
payment to other indebtedness of the Corporation, as described herein. Upon an
Event of Default under the Declaration (as defined herein), the holders of
Preferred Securities will have a preference over the holders of the Common
Securities with respect to payments in respect of distributions and payments
upon redemption, liquidation and otherwise.
Holders of the Preferred Securities are entitled to receive cumulative cash
distributions at an annual rate of percent of the liquidation amount of $
per Preferred Security, accruing from the date of original issuance and payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year, commencing ("distributions"). The payment of distributions out
of moneys held by NB Capital Trust and payments on liquidation of NB Capital
Trust or the redemption of Preferred Securities, as set forth below, are
guaranteed on a subordinated basis by NationsBank (the "Preferred Securities
Guarantee") to the extent described herein and under "Description of Preferred
Securities Guarantees" in the accompanying Prospectus. The Preferred Securities
Guarantee covers payments of distributions and other payments on the Preferred
Securities only if and to the extent that NB Capital Trust has funds available
therefor which will only occur if NationsBank has made a payment of interest or
principal or other payments on the Junior Subordinated Notes held by NB Capital
Trust as its sole asset. The Preferred Securities Guarantee, when taken together
with the Corporation's obligations under the Junior Subordinated Notes and the
Indenture (as defined herein) and its obligations under the Declaration,
including its liabilities to pay costs, expenses, debts and obligations of NB
Capital Trust (other than with respect to the Trust Securities), provide a full
and unconditional guarantee on a subordinated basis of amounts due on the
Preferred Securities. See "Risk Factors -- Rights Under the Preferred Securities
Guarantee" herein. The obligations of NationsBank under the Preferred Securities
Guarantee rank (i) subordinate and junior in right of payment to all other
liabilities, including contingent liabilities, of NationsBank (ii) pari passu
with the most senior preferred or preference stock now or hereafter issued by
the Corporation and with any guarantee now or hereafter entered into by
NationsBank in respect of any preferred or preference stock of any affiliate of
the Corporation, and (iii) senior to the Corporation's common stock. The
obligations of NationsBank under the Junior Subordinated Notes are subordinate
and junior in right of payment to all present and future Senior Obligations (as
defined herein) of NationsBank, which were approximately $ billion at
September 30, 1996. The Junior Subordinated Notes purchased by the Trust may be
subsequently distributed pro rata to holders of the Trust Securities in
connection with the dissolution of the Trust.
The distribution rate and the distribution payment date and other payment
dates for the Preferred Securities will correspond to the interest rate and
interest payment dates and other payment dates on the Junior Subordinated Notes,
which will be the sole assets of the Trust. As a result, if NationsBank does not
make principal or interest payments on the Junior Subordinated Notes, the Trust
will not have sufficient funds to make distributions on the Preferred
Securities; in which event, the Preferred Securities Guarantee will not apply to
such distributions until the Trust has sufficient funds available therefor.
So long as NationsBank is not in default in the payment of interest on the
Junior Subordinated Notes, it has the right to defer payments of interest on the
Junior Subordinated Notes by extending the interest payment period on the Junior
Subordinated Notes for up to 20 consecutive quarters (each, an "Extension
Period"), provided that no Extension Period may extend beyond the Stated
Maturity of the Junior Subordinated Notes. If interest payments are so deferred,
distributions on the Preferred Securities will also be deferred. During such
Extension Period, distributions will continue to accrue with interest thereon
(to the extent permitted by applicable law) at an annual rate of percent per
annum compounded quarterly, and during any Extension Period, holders of
Preferred Securities will be required to include deferred interest income in
their gross income for United States federal income tax purposes in advance of
receipt of the cash distributions with respect to such deferred interest
payments. There could be multiple Extension Periods of varying lengths
S-2
throughout the term of the Junior Subordinated Notes. See "Description of the
Junior Subordinated Notes -- Option to Extend Interest Payment Period"; "Risk
Factors -- Option to Extend Interest Payment Period" and "United States Federal
Income Taxation -- Interest Income and Original Issue Discount."
The Junior Subordinated Notes are redeemable by NationsBank, in whole or in
part, from time to time, on or after , 200 , or, in whole but
not in part, prior to , 200 , upon the occurrence of a Tax Event
(as defined herein), which redemption, in either case, may be subject to the
prior approval of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"). If NationsBank redeems the Junior Subordinated Notes,
the Trust must redeem Trust Securities on a pro rata basis having an aggregate
liquidation amount equal to the aggregate principal amount of the Junior
Subordinated Notes so redeemed at $ per Preferred Security plus accrued and
unpaid distributions thereon (the "Redemption Price") to the date fixed for
redemption. See "Description of the Preferred Securities -- Mandatory
Redemption." The Preferred Securities will be redeemed upon maturity of the
Junior Subordinated Notes.
NationsBank will have the right at any time to liquidate the Trust and
cause the Junior Subordinated Notes to be distributed to the holders of the
Trust Securities, provided that NationsBank has received prior approval from the
Federal Reserve Board, if required. If the Junior Subordinated Notes are
distributed to the holders of the Preferred Securities, NationsBank will use its
best efforts to have the Junior Subordinated Notes listed on the New York Stock
Exchange or on such other exchange as the Preferred Securities are then listed.
See "Description of the Preferred Securities -- Tax Event Redemption" and
"Description of the Junior Subordinated Notes."
In the event of the involuntary or voluntary dissolution, winding up or
termination of the Trust, the holders of the Preferred Securities will be
entitled to receive for each Preferred Security a liquidation amount of $ plus
accrued and unpaid distributions thereon (including interest thereon) to the
date of payment, unless, in connection with such dissolution, the Junior
Subordinated Notes are distributed to the holders of the Preferred Securities.
See "Description of the Preferred Securities -- Liquidation Distribution Upon
Dissolution." Any such distribution of the Junior Subordinated Notes may be
subject to the prior approval of the Federal Reserve Board.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE PREFERRED
SECURITIES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-3
NATIONSBANK CORPORATION
NationsBank is a multi-bank holding company established as a North Carolina
corporation in 1968 and is registered under the Bank Holding Company Act of
1956, as amended (the "BHCA"), with its principal assets being the stock of its
subsidiaries. Through its banking subsidiaries (the "Banks") and its various
non-banking subsidiaries, NationsBank provides banking and banking-related
services, primarily throughout the Southeast and Mid-Atlantic states and Texas.
The principal executive offices of NationsBank are located at NationsBank
Corporate Center in Charlotte, North Carolina 28255. Its telephone number is
(704) 386-5000.
NB CAPITAL TRUST
NB Capital Trust is a statutory business trust formed under Delaware law
pursuant to (i) a declaration of trust, dated as of October 29, 1996, executed
by NationsBank, as sponsor (the "Sponsor"), and the trustees of NB Capital Trust
(the "NB Trustees") and (ii) a certificate of trust filed with the Secretary of
State of the State of Delaware on November 1, 1996. The initial declaration will
be amended and restated in its entirety (as so amended and restated, the
"Declaration") substantially in the form filed as an exhibit to the Registration
Statement of which this Prospectus Supplement and the accompanying Prospectus
form a part. The Declaration will be qualified as an indenture under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"). Upon issuance of
the Preferred Securities, the purchasers thereof will own all of the Preferred
Securities. See "Description of the Preferred Securities -- Book-Entry Only
Issuance -- The Depository Trust Company." NationsBank will directly or
indirectly acquire all the Common Securities which will represent an aggregate
liquidation amount equal to at least 3 percent of the total capital of NB
Capital Trust. NB Capital Trust exists for the exclusive purposes of (i) issuing
the Trust Securities representing undivided beneficial interests in the assets
of the Trust, (ii) investing the gross proceeds of the Trust Securities in the
Junior Subordinated Notes and (iii) engaging in only those other activities
necessary or incidental thereto.
Pursuant to the Declaration, the number of NB Trustees will initially be
five. Three of the NB Trustees (the "Regular Trustees") will be persons who are
employees or officers of, or who are affiliated with, NationsBank. The fourth
trustee will be a financial institution that is unaffiliated with NationsBank,
which trustee will serve as institutional trustee under the Declaration and as
indenture trustee for the purposes of compliance with the provisions of the
Trust Indenture Act (the "Property Trustee"). The Bank of New York, a New York
banking corporation, will be the Property Trustee until removed or replaced by
the holder of the Common Securities. For purposes of compliance with the
provisions of the Trust Indenture Act, The Bank of New York will act as trustee
(the "Preferred Guarantee Trustee") under the Preferred Securities Guarantee and
as Debt Trustee (as defined herein) under the Indenture. The fifth trustee will
be an entity that maintains its principal place of business in the State of
Delaware (the "Delaware Trustee"). Initially, The Bank of New York (Delaware),
an affiliate of the Property Trustee, will act as Delaware Trustee. See
"Description of the Preferred Securities Guarantees" in the accompanying
Prospectus and "Description of the Preferred Securities -- Voting Rights"
herein.
The Property Trustee will hold title to the Junior Subordinated Notes for
the benefit of the holders of the Trust Securities and in such capacity will
have the power to exercise all rights, powers and privileges under the
Indenture. In addition, the Property Trustee will maintain exclusive control of
a segregated non-interest-bearing bank account (the "Property Account") to hold
all payments made in respect of the Junior Subordinated Notes for the benefit of
the holders of the Trust Securities. The Property Trustee will make payments of
distributions and payments on liquidation, redemption and otherwise to the
holders of the Trust Securities out of funds from the Property Account. The
Preferred Guarantee Trustee will hold the Preferred Securities Guarantee for the
benefit of the holders of the Preferred Securities. NationsBank, as the direct
or indirect holder of all the Common Securities, will have the right to appoint,
remove or replace any NB Trustee and to increase or decrease the number of NB
Trustees. NationsBank will pay all fees and expenses related to NB Capital Trust
and the offering of the Trust Securities. See "Description of the Junior
Subordinated Notes -- Miscellaneous."
The rights of the holders of the Preferred Securities, including economic
rights, rights to information and voting rights, are set forth in the
Declaration, the Delaware Business Trust Act (the "Trust Act") and the Trust
Indenture Act. See "Description of the Preferred Securities."
S-4
NATIONSBANK CORPORATION
SELECTED FINANCIAL DATA
The following selected financial data for the five years ended December 31,
1995 are derived from financial statements of the Corporation audited by Price
Waterhouse LLP, independent accountants. The financial data for the nine months
ended September 30, 1996 and 1995 are derived from unaudited financial
statements. The unaudited financial statements include all adjustments,
consisting only of normal recurring accruals, that the Corporation considers
necessary for a fair presentation of its financial position and the results of
its operations as of such dates and for such periods. Results for the nine
months ended September 30, 1996 are not necessarily indicative of the results
that might be expected for any other interim period or for the year as a whole.
NINE MONTHS
ENDED SEPTEMBER 30, YEAR ENDED
DECEMBER 31,
1996 1995 1995 1994 1993 1992
(AMOUNTS IN MILLIONS EXCEPT PER SHARE INFORMATION AND RATIOS)
Income statement:
Income from earning assets................................. $ 10,438 $ 9,859 $ 13,220 $ 10,529 $ 8,327 $ 7,780
Interest expense........................................... 5,699 5,825 7,773 5,318 3,690 3,682
Net interest income........................................ 4,739 4,034 5,447 5,211 4,637 4,098
Provision for credit losses................................ 455 240 382 310 430 715
Gains (losses) on sales of securities...................... 34 8 29 (13) 84 249
Noninterest income......................................... 2,688 2,232 3,078 2,597 2,101 1,913
Merger-related charge...................................... 118 -- -- -- 30 --
Other noninterest expense (including OREO expense)......... 4,212 3,831 5,181 4,930 4,371 4,149
Income before income taxes and effect of change in method
of accounting for income taxes........................... 2,676 2,203 2,991 2,555 1,991 1,396
Income tax expense (benefit)............................... 933 763 1,041 865 690 251
Income before effect of change in method of accounting for
income taxes............................................. 1,743 1,440 1,950 1,690 1,301 1,145
Effect of change in method of accounting for income
taxes.................................................... -- -- -- -- 200 --
Net income................................................. 1,743 1,440 1,950 1,690 1,501 1,145
Net income applicable to common shareholders............... 1,732 1,434 1,942 1,680 1,491 1,121
Per common share:
Earnings before effect of change in method of accounting
for income taxes......................................... $ 5.82 $ 5.26 $ 7.13 $ 6.12 $ 5.00 $ 4.60
Earnings................................................... 5.82 5.26 7.13 6.12 5.78 4.60
Cash dividends paid........................................ 1.74 1.50 2.08 1.88 1.64 1.51
Shareholders' equity (period-end).......................... 45.77 44.00 46.52 39.70 36.39 30.80
Balance sheet (period-end):
Total assets............................................... $187,671 $182,138 $187,298 $169,604 $157,686 $118,059
Total loans, leases and factored accounts receivable, net
of unearned income....................................... 122,078 114,601 117,033 103,371 92,007 72,714
Total deposits............................................. 108,132 97,870 100,691 100,470 91,113 82,727
Long-term debt............................................. 22,034 15,741 17,775 8,488 8,352 3,066
Common shareholders' equity................................ 13,186 11,904 12,759 10,976 9,859 7,793
Total shareholders' equity................................. 13,304 11,941 12,801 11,011 9,979 7,814
Average common shares issued (in thousands).................. 297,772 272,790 272,480 274,656 257,969 243,748
Performance ratios:
Return on average assets (1)............................... 1.15% 1.03% 1.03% 1.02% .97% 1.00%
Return on average common shareholders' equity (1)(2)....... 17.58 17.02 17.01 16.10 15.00 15.83
Risk-based capital ratios:
Tier 1..................................................... 7.05 7.16 7.24 7.43 7.41 7.54
Total...................................................... 12.05 11.23 11.58 11.47 11.73 11.52
Leverage capital ratio....................................... 6.30 5.96 6.27 6.18 6.00 6.16
Total equity to total assets................................. 7.09 6.56 6.83 6.49 6.33 6.62
Asset quality ratios:
Allowance for credit losses as a percentage of loans,
leases and factored accounts receivable, net of unearned
income (period-end)...................................... 1.90 1.89 1.85 2.11 2.36 2.00
Allowance for credit losses as a percentage of
nonperforming loans (period-end)......................... 235.64 255.57 306.49 273.07 193.38 103.11
Net charge-offs as a percentage of average loans, leases
and factored accounts receivable, net of unearned
income................................................... .48 .33 .38 .33 .51 1.25
Nonperforming assets as a percentage of net loans, leases,
factored accounts receivable and other real estate owned
(period-end)............................................. .93 .90 .73 1.10 1.92 2.72
1991
<
Income statement:
Income from earning assets................................. $ 9,398
Interest expense........................................... 5,599
Net interest income........................................ 3,799
Provision for credit losses................................ 1,582
Gains (losses) on sales of securities...................... 454
Noninterest income......................................... 1,742
Merger-related charge...................................... 330
Other noninterest expense (including OREO expense)......... 3,974
Income before income taxes and effect of change in method
of accounting for income taxes........................... 109
Income tax expense (benefit)............................... (93)
Income before effect of change in method of accounting for
income taxes............................................. 202
Effect of change in method of accounting for income
taxes.................................................... --
Net income................................................. 202
Net income applicable to common shareholders............... 171
Per common share:
Earnings before effect of change in method of accounting
for income taxes......................................... $ .76
Earnings................................................... .76
Cash dividends paid........................................ 1.48
Shareholders' equity (period-end).......................... 27.03
Balance sheet (period-end):
Total assets............................................... $110,319
Total loans, leases and factored accounts receivable, net
of unearned income....................................... 69,108
Total deposits............................................. 88,075
Long-term debt............................................. 2,876
Common shareholders' equity................................ 6,252
Total shareholders' equity................................. 6,518
Average common shares issued (in thousands).................. 226,305
Performance ratios:
Return on average assets (1)............................... .17%
Return on average common shareholders' equity (1)(2)....... 2.70
Risk-based capital ratios:
Tier 1..................................................... 6.38
Total...................................................... 10.30
Leverage capital ratio....................................... 5.07
Total equity to total assets................................. 5.91
Asset quality ratios:
Allowance for credit losses as a percentage of loans,
leases and factored accounts receivable, net of unearned
income (period-end)...................................... 2.32
Allowance for credit losses as a percentage of
nonperforming loans (period-end)......................... 81.82
Net charge-offs as a percentage of average loans, leases
and factored accounts receivable, net of unearned
income................................................... 1.86
Nonperforming assets as a percentage of net loans, leases,
factored accounts receivable and other real estate owned
(period-end)............................................. 4.01
(1) In 1993, return on average assets and return on average common shareholders'
equity after the tax benefit from the impact of adopting SFAS 109
(Accounting for Income Taxes) were 1.12% and 17.33%, respectively.
(2) Average common shareholders' equity does not include the effect of market
value adjustments to securities available for sale and marketable equity
securities.
S-5
RECENT DEVELOPMENTS
PENDING MERGER WITH BOATMEN'S BANCSHARES, INC.
On August 29, 1996, the Corporation and Boatmen's Bancshares, Inc. a
corporation organized and existing under the laws of the State of Missouri
("Boatmen's"), and 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 the Corporation (the "Merger"). The Board of
Directors of both the Corporation and Boatmen's approved the Merger Agreement
and the transactions contemplated thereby at their meetings held on August 29,
1996.
Boatmen's is headquartered in St. Louis, Missouri, with its principal
assets being the stock of its subsidiaries. At September 30, 1996, Boatmen's had
total assets of $41 billion and had over 600 banking offices in Missouri,
Kansas, Arkansas, Oklahoma, New Mexico, Texas, Iowa, Illinois and Tennessee.
The Merger is intended to constitute a tax-free reorganization under the
Internal Revenue Code of 1986, as amended, and to be accounted for as a
purchase.
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 Federal Reserve Board 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 of notice of issuance, of
the NationsBank stock to be issued in the Merger; and (v) satisfaction of
certain other conditions. The Merger is expected to be completed in January
1997. For additional information regarding this pending acquisition, see the
Corporation's Current Report on Form 8-K filed September 6, 1996, as amended by
Form 8-K/A-1 filed September 11, 1996 and Form 8-K/A-2 filed November 13, 1996,
incorporated herein by reference.
RISK FACTORS
Prospective purchasers of Preferred Securities should carefully review the
information contained elsewhere in this Prospectus Supplement and in the
accompanying Prospectus and should particularly consider the following matters.
ABSENCE OF PRIOR PUBLIC MARKET
Prior to this offering, there has been no public market for the Preferred
Securities. Although application has been made to list the Preferred Securities
on the New York Stock Exchange, there can be no assurance that an active public
market will develop for the Preferred Securities or that, if such market
develops, the market price will equal or exceed the public offering price set
forth on the cover page of this Prospectus Supplement. The public offering price
for the Preferred Securities has been determined through negotiations between
the Corporation and the Underwriters. Prices for the Preferred Securities will
be determined in the marketplace and may be influenced by many factors,
including the liquidity of the market for the Preferred Securities, investor
perceptions of the Corporation and general industry and economic conditions.
RANKING OF SUBORDINATE OBLIGATIONS UNDER THE PREFERRED SECURITIES GUARANTEE AND
JUNIOR SUBORDINATED NOTES
The Corporation's obligations under the Preferred Securities Guarantee rank
(i) subordinate and junior in right of payment to all liabilities, including
contingent liabilities, of NationsBank (ii) pari passu with the most senior
preferred or preference stock now or hereafter issued by the Corporation and
with any guarantee now or hereafter entered into by NationsBank in respect of
any preferred or preference stock of any affiliate of the Corporation, and (iii)
senior to the Corporation's common stock. The obligations of NationsBank under
the Junior Subordinated Notes are subordinate and junior in right of payment to
all present and future Senior Obligations of NationsBank and rank pari passu
with obligations to or rights of the Corporation's other general unsecured
creditors. No payment of principal (including redemption payments, if any),
premium, if any, or interest on the Junior Subordinated Notes may be made if (i)
any Senior Obligations of NationsBank are not paid when due and any applicable
grace period with respect to such default has ended with such default not
S-6
having been cured or waived or ceasing to exist, or (ii) the maturity of any
Senior Obligations has been accelerated because of a default. As of September
30, 1996, Senior Obligations of NationsBank aggregated approximately $17.6
billion. In addition, because NationsBank is a holding company, the Junior
Subordinated Notes are effectively subordinated to all existing and future
liabilities of the Corporation's subsidiaries, including obligations to
depositors. There are no terms in the Preferred Securities, the Junior
Subordinated Notes or the Preferred Securities Guarantee that limit the
Corporation's ability to incur additional indebtedness, including indebtedness
that ranks senior to the Junior Subordinated Notes and the Preferred Securities
Guarantee. See "Description of the Preferred Securities Guarantees -- Status of
the Preferred Securities Guarantees" and "Description of the Junior Subordinated
Notes" in the accompanying Prospectus, and "Description of the Junior
Subordinated Notes -- Subordination" herein.
RIGHTS UNDER THE PREFERRED SECURITIES GUARANTEE
The Preferred Securities Guarantee will be qualified as an indenture under
the Trust Indenture Act. The Bank of New York will act as indenture trustee
under the Preferred Securities Guarantee for purposes of compliance with the
provisions of the Trust Indenture Act (the "Preferred Guarantee Trustee"). The
Preferred Guarantee Trustee will hold the Preferred Securities Guarantee for the
benefit of the holders of the Preferred Securities.
The Preferred Securities Guarantee guarantees to the holders of the
Preferred Securities the payment of (i) any accrued and unpaid distributions
that are required to be paid on the Preferred Securities, to the extent the
Trust has funds available therefor, (ii) the Redemption Price, with respect to
Preferred Securities called for redemption by the Trust, to the extent the Trust
has funds available therefor, and (iii) upon a voluntary or involuntary
dissolution, winding-up or termination of the Trust (other than in connection
with the distribution of Junior Subordinated Notes to the holders of Preferred
Securities or a redemption of all the Preferred Securities), the lesser of (a)
the aggregate of the liquidation amount and all accrued and unpaid distributions
on the Preferred Securities to the date of the payment to the extent the Trust
has funds available therefor or (b) the amount of assets of the Trust remaining
available for distribution to holders of the Preferred Securities in liquidation
of the Trust. The holders of a majority in liquidation amount of the Preferred
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Preferred Guarantee Trustee or to
direct the exercise of any trust or power conferred upon the Preferred Guarantee
Trustee under the Preferred Securities Guarantee. Notwithstanding the foregoing,
any holder of Preferred Securities may institute a legal proceeding directly
against NationsBank to enforce the Property Trustee's rights under the Preferred
Securities Guarantee without first instituting a legal proceeding against the
Trust, the Preferred Guarantee Trustee or any other person or entity. If
NationsBank were to default on its obligation to pay amounts payable on the
Junior Subordinated Notes or otherwise, the Trust would lack funds for the
payment of distributions or amounts payable on redemption of the Preferred
Securities or otherwise, and, in such event, holders of the Preferred Securities
would not be able to rely upon the Preferred Securities Guarantee for payment of
such amounts. Instead, holders of the Preferred Securities would rely on the
enforcement (1) by the Property Trustee of its rights as registered holder of
the Junior Subordinated Notes against NationsBank pursuant to the terms of the
Junior Subordinated Notes or (2) by such holder of the Property Trustee's rights
against NationsBank to enforce payments on the Junior Subordinated Notes. See
"Description of the Preferred Securities Guarantees" and "Description of the
Junior Subordinated Notes" in the accompanying Prospectus. The Declaration
provides that each holder of Preferred Securities, by acceptance thereof, agrees
to the provisions of the Preferred Securities Guarantee, including the
subordination provisions thereof, and the Indenture (as defined in "Description
of the Junior Subordinated Notes" herein).
ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES
If a Declaration Event of Default (as defined herein) occurs and is
continuing, then the holders of Preferred Securities would rely on the
enforcement by the Property Trustee of its rights as a holder of the Junior
Subordinated Notes against NationsBank. In addition, the holders of a majority
in liquidation amount of the Preferred Securities will have the right to direct
the time, method, and place of conducting any proceeding for any remedy
available to the Property Trustee or to direct the exercise of any trust or
power conferred upon the Property Trustee under the Declaration, including the
right to direct the Property Trustee to exercise the remedies available to it as
a holder of the Junior Subordinated Notes. If the Property Trustee fails to
enforce its
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rights under the Junior Subordinated Notes, a holder of Preferred Securities may
institute a legal proceeding directly against NationsBank to enforce the
Property Trustee's rights under the Junior Subordinated Notes without first
instituting any legal proceeding against the Property Trustee or any other
person or entity. The holders of Preferred Securities will not be able to
exercise directly any other remedy available to the holders of the Junior
Subordinated Notes. See "Description of the Preferred Securities -- Declaration
Events of Default."
LIMITED RIGHTS OF ACCELERATION
The Property Trustee, as holder of the Junior Subordinated Notes, may
accelerate payment of the principal and accrued and unpaid interest on the
Junior Subordinated Notes only upon the occurrence and continuation of a
"Declaration Event of Default" which, generally is limited to certain events of
bankruptcy, insolvency and reorganization of the Corporation and certain events
of dissolution, winding-up or termination of the Trust. See "Description of
Junior Subordinated Notes -- Events of Default, Waiver and Notice" in the
accompanying Prospectus for a description of the Events of Default. Accordingly,
there is no right to acceleration upon default by the Corporation of its payment
obligations under the Junior Subordinated Notes or defaults of the Corporation
under the Preferred Securities Guarantee.
OPTION TO EXTEND INTEREST PAYMENT PERIOD
NationsBank has the right under the Indenture to defer payments of interest
on the Junior Subordinated Notes by extending the interest payment period at any
time, and from time to time, on the Junior Subordinated Notes. As a consequence
of such an extension, quarterly distributions on the Preferred Securities would
be deferred (but would continue to accrue, despite such deferral, with interest
thereon compounded quarterly) by the Trust during any such Extension Period.
Such right to extend the interest payment period for the Junior Subordinated
Notes is limited to a period not exceeding 20 consecutive quarters, but no such
Extension Period may extend beyond the Stated Maturity of the Junior
Subordinated Notes. During any such Extension Period (a) NationsBank shall not
declare or pay dividends on, or make a distribution with respect to, or redeem,
purchase or acquire, or make a liquidation payment with respect to, any of its
capital stock (other than (i) purchases or acquisitions of shares of NationsBank
Common Stock in connection with the satisfaction by NationsBank of its
obligations under any employee benefit plans, (ii) as a result of a
reclassification of NationsBank capital stock or the exchange or conversion of
one class or series of the Corporation's capital stock for another class or
series of NationsBank capital stock or (iii) the purchase of fractional
interests in shares of the Corporation's capital stock pursuant to an
acquisition or the conversion or exchange provisions of such NationsBank capital
stock or the security being converted or exchanged), (b) NationsBank shall not
make any payment of interest, principal or premium, if any, on or repay,
repurchase or redeem any debt securities issued by NationsBank that rank pari
passu with or junior to the Junior Subordinated Notes and (c) NationsBank shall
not make any guarantee payments with respect to the foregoing (other than
pursuant to the Preferred Securities Guarantee). Prior to the termination of any
such Extension Period, NationsBank may further extend the interest payment
period; provided, that such Extension Period, together with all such previous
and further extensions thereof, may not exceed 20 consecutive quarters or extend
beyond the Stated Maturity of the Junior Subordinated Notes. Upon the
termination of any Extension Period and the payment of all amounts then due,
NationsBank may commence a new Extension Period, subject to the above
requirements. See "Description of the Preferred Securities -- Distributions" and
"Description of the Junior Subordinated Notes -- Option to Extend Interest
Payment Period."
Should NationsBank exercise its right to defer payments of interest by
extending the interest payment period, each holder of Preferred Securities will
be required to accrue income (as original issue discount ("OID")) in respect of
the deferred stated interest allocable to its Preferred Securities for United
States federal income tax purposes, which will be allocated but not distributed,
to holders of record of Preferred Securities. As a result, each such holder of
Preferred Securities will recognize income for United States federal income tax
purposes in advance of the receipt of cash and will not receive the cash from NB
Capital Trust related to such income if such holder disposes of its Preferred
Securities prior to the record date for the date on which distributions of such
amounts are made. NationsBank has no current intention of exercising its right
to defer payments of interest by extending the interest payment period on the
Junior Subordinated Notes. However, should NationsBank determine to exercise
such right in the future, the market price of the Preferred Securities is likely
to be affected. A holder that disposes of its Preferred Securities during an
Extension Period, therefore,
S-8
might not receive the same return on its investment as a holder that continues
to hold its Preferred Securities. In addition, as a result of the existence of
the Corporation's right to defer interest payments, the market price of the
Preferred Securities (which represent an undivided beneficial interest in the
Junior Subordinated Notes) may be more volatile than other securities on which
OID accrues that do not have such rights.
PROPOSED TAX LEGISLATION
On March 19, 1996, President Clinton proposed certain tax law changes that
would, among other things, generally deny corporate issuers a deduction for
interest in respect of certain debt obligations issued on or after December 7,
1995 (the "Proposed Legislation") if such debt obligations have a maximum term
in excess of 20 years and are not shown as indebtedness on the issuer's
applicable consolidated balance sheet. On March 29, 1996, Senate Finance
Committee Chairman William V. Roth, Jr. and House Ways and Means Committee
Chairman Bill Archer issued a joint statement (the "Joint Statement") indicating
their intent that certain legislative proposals initiated by the Clinton
administration, including the Proposed Legislation, that may be adopted by
either of the tax-writing committees of Congress would have an effective date
that is no earlier than the date of "appropriate Congressional action." In
addition, subsequent to the publication of the Joint Statement, Senator Daniel
Patrick Moynihan and Representatives Sam M. Gibbons and Charles B. Rangel wrote
letters to Treasury Department officials concurring with the views expressed in
the Joint Statement (the "Democrat Letters"). Based upon the Joint Statement and
the Democrat Letters, it is expected that if the Proposed Legislation were to be
enacted, such legislation would not apply to the Junior Subordinated Notes.
There can be no assurances, however, that the effective date guidance contained
in the Joint Statement and the Democrat Letters will be incorporated into the
Proposed Legislation, if enacted, or that other legislation enacted after the
date hereof will not otherwise adversely affect the ability of the Corporation
to deduct the interest payable on the Junior Subordinated Notes. Accordingly,
there can be no assurance that a Tax Event will not occur. See "Description of
the Preferred Securities -- Tax Event Redemption."
REDEMPTION OR DISTRIBUTION OF THE JUNIOR SUBORDINATED NOTES
NationsBank will have the right at any time to dissolve the Trust and,
after the satisfaction of creditors as required by law, to cause the Junior
Subordinated Notes to be distributed to the holders of the Trust Securities in
connection with the liquidation of the Trust. In certain circumstances,
NationsBank shall have the right to redeem the Junior Subordinated Notes, in
whole or in part, in lieu of a distribution of the Junior Subordinated Notes by
the Trust; in which event the Trust will redeem the Trust Securities on a pro
rata basis to the same extent as the Junior Subordinated Notes are redeemed by
NationsBank. Any such distribution or redemption prior to the Stated Maturity
may require prior approval of the Federal Reserve Board. See "Description of the
Preferred Securities -- Tax Event Redemption."
Under current United States federal income tax law, a distribution of
Junior Subordinated Notes upon the dissolution of NB Capital Trust would not be
a taxable event to holders of the Preferred Securities. If, however, the Trust
is characterized as an association taxable as a corporation at the time of the
dissolution of the Trust, the distribution of the Junior Subordinated Notes may
constitute a taxable event to holders of Preferred Securities. Moreover, upon
occurrence of a Tax Event, a dissolution of NB Capital Trust in which holders of
the Preferred Securities receive cash may be a taxable event to such holders.
See "United States Federal Income Taxation -- Receipt of Junior Subordinated
Notes or Cash Upon Liquidation of NB Capital Trust."
There can be no assurance as to the market prices for the Preferred
Securities or the Junior Subordinated Notes that may be distributed in exchange
for Preferred Securities upon a dissolution or liquidation of the Trust.
Accordingly, the Preferred Securities or the Junior Subordinated Notes, may
trade at a discount to the price that the investor paid to purchase the
Preferred Securities offered hereby.
Because holders of Preferred Securities may receive Junior Subordinated
Notes, prospective purchasers of Preferred Securities are also making an
investment decision with regard to the Junior Subordinated Notes and should
carefully review all the information regarding the Junior Subordinated Notes
contained herein and in the accompanying Prospectus. See "Description of the
Preferred Securities -- Distribution of the Junior Subordinated Notes" and
" -- Liquidation Distribution Upon Dissolution" and "Description of the Junior
Subordinated Notes -- General."
S-9
LIMITED VOTING RIGHTS
Holders of Preferred Securities will have limited voting rights and will
not be entitled to vote to appoint, remove or replace, or to increase or
decrease the number of, NB Trustees, which voting rights are vested exclusively
in the holder of the Common Securities. See "Description of Preferred
Securities -- Voting Rights."
TRADING PRICE
The Preferred Securities may trade at a price that does not fully reflect
the value of accrued but unpaid interest with respect to the underlying Junior
Subordinated Notes. A holder who uses the accrual method of accounting for tax
purposes (and a cash method holder, if the Junior Subordinated Notes are deemed
to be issued with OID) and who disposes of his Preferred Securities between
record dates for payments of distributions thereon will be required to include
accrued but unpaid interest on the Junior Subordinated Notes through the date of
disposition in income as ordinary income (i.e., interest or, possibly, OID), and
to add such amount to his adjusted tax basis in his pro rata share of the
underlying Junior Subordinated Notes deemed disposed of. To the extent the
selling price is less than the holder's adjusted tax basis (which will include
all accrued but unpaid interest), a holder will recognize a capital loss.
Subject to certain limited exceptions, capital losses cannot be applied to
offset ordinary income for United States federal income tax purposes. See
"United States Federal Income Taxation -- Interest Income and Original Issue
Discount" and " -- Sales of Preferred Securities."
S-10
CAPITALIZATION
The following table sets forth the actual capitalization of the Corporation
and its subsidiaries as of September 30, 1996 and as adjusted to give effect to
(i) the issuance of the Preferred Securities offered hereby; (ii) the issuance
and the maturity of certain of the Corporation's and its subsidiaries' notes
during the period beginning October 1, 1996 through the date of this Prospectus
Supplement; and (iii) the issuance and the maturity of certain of the
Corporation's medium-term notes during the period beginning October 1, 1996
through the date of this Prospectus Supplement. This table does not reflect the
proposed issuance by NationsBank of its common stock and preferred stock in
connection with the Merger nor does it reflect the pro forma capitalization of
NationsBank assuming consummation of the Merger. For a discussion of the Merger
see "RECENT DEVELOPMENTS".
NATIONSBANK AS
ACTUAL ADJUSTED
(AMOUNTS IN MILLIONS)
LONG-TERM DEBT
SENIOR DEBT:
NationsBank Corporation (parent):
Floating rate medium-term notes, due 1996-2004.................................................. $ 3,896 4,078
4.55 to 8.20% medium-term notes, due 1996-2006.................................................. 1,078 1,078
8 1/2% notes, due 1996.......................................................................... 150 150
5.51% ESOP secured notes, due 1996-1999......................................................... 56 56
7 1/2% notes, due 1997.......................................................................... 250 250
5 1/8% notes, due 1998.......................................................................... 300 300
6 5/8% notes, due 1998.......................................................................... 400 400
Floating rate notes, due 1998................................................................... 300 300
5 3/8% notes, due 2000.......................................................................... 398 398
Floating rate notes, due 2000................................................................... 500 500
7% notes, due 2001.............................................................................. 499 499
Floating rate notes, due 2001................................................................... 200 200
Floating rate notes, due 2002................................................................... 499 499
7% notes, due 2003.............................................................................. 498 498
9 1/4% unsecured notes, due 2006................................................................ 124 124
Other senior notes.............................................................................. 30 30
9,178 9,360
Subsidiaries (1):
Bank notes with maturities greater than one year, due 1996-2003................................. 3,066 3,240
Floating rate mortgage-backed bonds, due 1998-2000.............................................. 2,999 3,000
Other senior notes.............................................................................. 638 635
6,703 6,875
Total senior debt............................................................................. 15,881 16,235
S-11
NATIONSBANK AS
ACTUAL ADJUSTED
(AMOUNTS IN MILLIONS)
SUBORDINATED DEBT:
NationsBank Corporation (parent):
9 3/8% notes, due 1997.......................................................................... 75 75
9 3/4% notes, due 1999.......................................................................... 100 100
9 1/8% notes, due 2001.......................................................................... 299 299
8 1/8% notes, due 2002.......................................................................... 350 350
6.20% to 7.875% medium-term notes, due 2003 through 2011........................................ 521 610
6 1/2% notes, due 2003.......................................................................... 600 600
7 3/4% notes, due 2004.......................................................................... 299 299
6 7/8% notes, due 2005.......................................................................... 399 399
7 5/8% notes, due 2005.......................................................................... 297 297
6 1/2% notes, due 2006.......................................................................... 300 300
7 1/2% notes, due 2006.......................................................................... 500 500
9 3/8% notes, due 2009.......................................................................... 397 397
10.20% notes, due 2015.......................................................................... 200 200
7 3/4% notes, due 2015.......................................................................... 350 350
7.80% notes, due 2016........................................................................... 447 447
8.57% medium-term notes, due 2024, putable 2004................................................. 100 100
7 1/4% notes, due 2025.......................................................................... 444 444
Other subordinated notes........................................................................ 40 40
5,718 5,807
Subsidiaries (1):
9 1/2% notes, due 2004.......................................................................... 300 300
Floating rate notes, due 2019, putable 1999..................................................... 8 8
308 308
Total subordinated debt....................................................................... 6,026 6,115
Total long-term debt.......................................................................... 21,907 22,350
Corporation-obligated mandatorily redeemable securities of NB Capital Trust I (2)................. --
SHAREHOLDERS' EQUITY
Preferred stock, authorized -- 45,000,000 shares; issued -- 5,280,406............................. 174 174
Common stock, authorized -- 800,000,000 shares; issued -- 288,111,941 (3)(4)...................... 3,956 3,956
Retained earnings................................................................................. 9,235 9,235
Other, including loan to ESOP trust............................................................... (61) (61 )
Total shareholders' equity.................................................................... 13,304 13,304
$35,211
(1) These obligations are direct obligations of certain of the subsidiaries of
NationsBank and, as such, constitute claims against such subsidiaries prior
to the Corporation's equity interest therein.
(2) As described herein, the sole assets of the Trust will be $ aggregate
principal amount of % Junior Subordinated Deferrable Interest Notes, due
2026 issued by the Corporation to the Trust.
(3) On July 16, 1996, the Corporation's Board of Directors authorized the
purchase of up to 20 million shares of NationsBank common stock, from time
to time during the next 36 months, in open market or private transactions.
Also on July 16, 1996, the Board of Directors authorized the repurchase of
NationsBank common stock in the open market, from time to time over the next
13 months, representing the number of shares of NationsBank common stock the
Corporation intends to issue for its Dividend Reinvestment and Stock
Purchase Plan and other employee and director benefit plans.
(4) As of September 30, 1996, (a) 55.7 million shares of NationsBank common
stock were reserved for issuance under various employee and director benefit
plans of the Corporation and upon the conversion of the ESOP Convertible
Preferred Stock, Series C, (b) 2.8 million shares of NationsBank common
stock were reserved for issuance under the Corporation's Dividend
Reinvestment and Stock Purchase Plan and (c) 110 million shares of Common
Stock were reserved for issuance in connection with the Merger.
As of September 30, 1996, the Corporation had $2.6 billion of commercial
paper and other short-term notes payable outstanding. During the nine months
ended September 30, 1996, the amount of commercial paper and other short-term
notes payable outstanding averaged $2.7 billion and ranged from a high of $3.1
billion to a low of $2.4 billion. At September 30, 1996, the Corporation had
unused lines of credit aggregating $1.5 billion, principally to support
commercial paper borrowings.
S-12
RATIOS OF EARNINGS TO FIXED CHARGES
The following are the Corporation's consolidated ratios of earnings to
fixed charges and ratios of earnings to combined fixed charges and preferred
stock dividend requirements for the nine months ended September 30, 1996 and for
each of the years in the five-year period ended December 31, 1995:
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1996 1995 1994 1993 1992 1991
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits...................................... 1.8 1.7 1.9 2.3 2.4 1.1
Including interest on deposits...................................... 1.5 1.4 1.5 1.5 1.4 1.0
Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends:
Excluding interest on deposits...................................... 1.8 1.6 1.8 2.3 2.3 1.1
Including interest on deposits...................................... 1.5 1.4 1.5 1.5 1.4 1.0
For purposes of computing the consolidated ratios, earnings represent net
income of the Corporation plus applicable income taxes and fixed charges, less
capitalized interest and the equity in undistributed earnings of unconsolidated
subsidiaries and associated companies. Fixed charges represent interest expense
(exclusive of interest on deposits in one case and inclusive of such interest in
the other), capitalized interest, amortization of debt discount and appropriate
issuance costs and one-third (the amount deemed to represent an appropriate
interest factor) of net rent expense under all lease commitments. Preferred
stock dividend requirements represent dividend requirements on the outstanding
preferred stock adjusted to reflect the pre-tax earnings that would be required
to cover such dividend requirements.
ACCOUNTING TREATMENT
The financial statements of the Trust will be consolidated into the
Corporation's consolidated financial statements, with the Preferred
Securities included in the Corporation's balance sheet as Corporation-Obligated
Mandatorily Redeemable Preferred Securities of NB Capital Trust I.
USE OF PROCEEDS
The Trust will use the gross proceeds received from the sale of the
Preferred Securities to purchase Junior Subordinated Notes from NationsBank.
NationsBank intends to add the net proceeds from the sale of the Junior
Subordinated Notes to its general funds, to be used for general corporate
purposes, including the Corporation's working capital needs, the funding of
investments in, or extensions of credit to, its banking and nonbanking
subsidiaries, possible acquisitions of other financial institutions or their
assets or liabilities, possible acquisitions of or investments in other
businesses of a type eligible for bank holding companies and possible reduction
of outstanding indebtedness or repurchase of outstanding equity securities of
the Corporation. Pending such use, the Corporation may temporarily invest the
net proceeds in investment grade securities. The Corporation may, from time to
time, engage in additional capital financings of a character and in amounts to
be determined by the Corporation in light of its needs at such time or times and
in light of prevailing market conditions.
DESCRIPTION OF THE PREFERRED SECURITIES
The Preferred Securities will be issued pursuant to the terms of the
Declaration. The Declaration will be qualified as an indenture under the Trust
Indenture Act. The Property Trustee, The Bank of New York, will act as indenture
trustee for the Preferred Securities under the Declaration for purposes of
compliance with the provisions of the Trust Indenture Act. The terms of the
Preferred Securities will include those stated in the Declaration and those made
part of the Declaration by the Trust Indenture Act. The following summary of the
material terms and provisions of the Preferred Securities which supplements, and
to the extent inconsistent, replaces the description set forth under the caption
"Description of the Preferred Securities" in the accompanying Prospectus does
not purport to be complete and is subject to, and qualified in its entirety by
reference to, the Declaration, a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus Supplement is a part, the Trust
Act and the Trust Indenture Act.
S-13
GENERAL
The Declaration authorizes the Regular Trustees to issue the Trust
Securities on behalf of the Trust, which represent undivided beneficial
interests in the assets of the Trust. All of the Common Securities will be
owned, directly or indirectly, by NationsBank. The Common Securities rank pari
passu, and payments will be made thereon on a pro rata basis, with the Preferred
Securities, except that upon the occurrence and during the continuance of a
Declaration Event of Default, the rights of the holders of the Common Securities
to receive payment of periodic distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the Preferred Securities. The Declaration does not permit the issuance by the
Trust of any securities other than the Trust Securities or the incurrence of any
indebtedness by the Trust. Pursuant to the Declaration, the Property Trustee
will own the Junior Subordinated Notes purchased by the Trust for the benefit of
the holders of the Trust Securities. The payment of distributions out of money
held by the Trust, and payments upon redemption of the Preferred Securities or
liquidation of the Trust, are guaranteed by NationsBank to the extent described
under "Description of the Preferred Securities Guarantees" in the accompanying
Prospectus. The Preferred Securities Guarantee will be held by The Bank of New
York, as the Preferred Guarantee Trustee, for the benefit of the holders of the
Preferred Securities. The Preferred Securities Guarantee does not cover payment
of distributions when the Trust does not have sufficient available funds to pay
such distributions. In such event, the remedy of a holder of Preferred
Securities is to vote to direct the Property Trustee to enforce the Property
Trustee's rights under the Junior Subordinated Notes. See " -- Voting Rights"
and " -- Declaration Events of Default."
DISTRIBUTIONS
Distributions on the Preferred Securities will be fixed at a rate per annum
of percent of the stated liquidation amount of $ per Preferred Security.
Distributions in arrears for more than one quarter will bear interest thereon at
the rate per annum of percent thereof compounded quarterly. The term
"distribution" as used herein includes any such interest payable unless
otherwise stated. The amount of distributions payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months.
Distributions on the Preferred Securities will be cumulative, will accrue
from , 1996 and, except as otherwise described below, will be
payable quarterly in arrears on March 31, June 30, September 30 and December 31
of each year, commencing , when, as and if available for payment.
NationsBank has the right under the Indenture to defer payments of interest
on the Junior Subordinated Notes by extending the interest payment period from
time to time on the Junior Subordinated Notes, which, if exercised, would defer
quarterly distributions on the Preferred Securities (though such distributions
would continue to accrue with interest since interest would continue to accrue
on the Junior Subordinated Notes) during any such Extension Period. Such right
to extend the interest payment period for the Junior Subordinated Notes is
limited to a period not exceeding 20 consecutive quarters and such period may
not extend beyond the Stated Maturity of the Junior Subordinated Notes. In the
event that NationsBank exercises this right, then (a) NationsBank shall not
declare or pay dividends on, make distributions with respect to, or redeem,
purchase or acquire, or make a liquidation payment with respect to, any of its
capital stock (other than (i) purchases or acquisitions of shares of NationsBank
Common Stock in connection with the satisfaction by NationsBank of its
obligations under any employee benefit plans, (ii) as a result of a
reclassification of the Corporation's capital stock or the exchange or
conversion of one class or series of NationsBank capital stock for another class
or series of NationsBank capital stock or (iii) the purchase of fractional
interests in shares of NationsBank capital stock pursuant to an acquisition or
the conversion or exchange provisions of such NationsBank capital stock or the
security being converted or exchanged), (b) NationsBank shall not make any
payment of interest, principal or premium, if any, on or repay, repurchase or
redeem any debt securities issued by NationsBank that rank pari passu with or
junior to such Junior Subordinated Notes and (c) NationsBank shall not make any
guarantee payments with respect to the foregoing (other than pursuant to the
Preferred Securities Guarantee). Prior to the termination of any such Extension
Period, NationsBank may further extend the interest payment period; provided,
that such Extension Period, together with all such previous and further
extensions thereof, may not exceed 20 consecutive quarters or extend beyond the
Stated Maturity of the Junior Subordinated Notes. Upon the termination of any
Extension Period and the payment of all amounts then due, NationsBank may select
a new Extension Period, subject to the above requirements. See "Description
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of the Junior Subordinated Notes -- Interest" and " -- Option to Extend Interest
Payment Period." If distributions are deferred, the deferred distributions and
accrued interest thereon shall be paid to holders on the record date next
following the termination of such Extension Period.
Distributions on the Preferred Securities must be paid on the dates payable
to the extent that the Trust has funds available for the payment of such
distributions in the Property Account. The Trust's funds available for
distribution to the holders of the Preferred Securities will be limited to
payments received from NationsBank on the Junior Subordinated Notes. See
"Description of the Junior Subordinated Notes." The payment of distributions out
of moneys held by the Trust is guaranteed by NationsBank to the extent set forth
under "Description of the Preferred Securities Guarantees" in the accompanying
Prospectus.
Distributions on the Preferred Securities will be payable to the holders
thereof on the relevant record dates, which, as long as the Preferred Securities
remain in book-entry only form, will be one Business Day (as defined below)
prior to the relevant payment dates. Such distributions will be paid through the
Property Trustee who will hold amounts received in respect of the Junior
Subordinated Notes in the Property Account for the benefit of the holders of the
Trust Securities. Subject to any applicable laws and regulations and the
provisions of the Declaration, each such payment will be made as described under
" -- Book-Entry Only Issuance -- The Depository Trust Company" below. In the
event that the Preferred Securities do not continue to remain in book-entry only
form, the record dates for payment of distributions will be March 15, June 15,
September 15 and December 15. In the event that any date on which distributions
are to be made on the Preferred Securities is not a Business Day, then payment
of the distributions payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such record date. A "Business Day" shall mean any day other than a day on
which federal or state banking institutions in New York, New York or Charlotte,
North Carolina are authorized or obligated by law, executive order or regulation
to close.
MANDATORY REDEMPTION
The Junior Subordinated Notes will mature on , 2026. Moreover,
the Junior Subordinated Notes are redeemable, in whole or in part, at any time
on or after , 200 or, in whole but not in part, prior to ,
200 upon the occurrence of a Tax Event. See "Description of the Junior
Subordinated Notes." Upon the repayment of the Junior Subordinated Notes,
whether at maturity or upon redemption, the proceeds from such repayment or
payment shall simultaneously be applied to redeem Trust Securities having an
aggregate liquidation amount equal to the aggregate principal amount of the
Junior Subordinated Notes so repaid or redeemed at the Redemption Price for the
Preferred Securities equal to the liquidation amount thereof, plus accrued and
unpaid distributions; provided, that holders of Trust Securities shall be given
not less than 30 nor more than 60 days notice of such redemption. See
"Description of the Junior Subordinated Notes -- Optional Redemption." In the
event that fewer than all of the outstanding Preferred Securities are to be
redeemed, the Preferred Securities will be redeemed pro rata as described under
" -- Book-Entry Only Issuance -- The Depository Trust Company" below. Any such
distribution or redemption prior to the Stated Maturity may require prior
approval of the Federal Reserve Board.
TAX EVENT REDEMPTION
If, at any time prior to 20 , a Tax Event (as defined below)
shall occur and be continuing, NationsBank shall have the right, upon not less
than 30 and no more than 60 days notice, to redeem the Junior Subordinated
Notes, in whole (but not in part), for cash within 90 days following the
occurrence of such Tax Event and, following such redemption, all Trust
Securities shall be redeemed by the Trust at the Redemption Price; provided,
however, that if NationsBank may eliminate the Tax Event by taking some
ministerial action ("Ministerial Action") such as filing a form or making an
election; or pursuing some other similar reasonable measure that has no adverse
effect on the Trust, NationsBank or the holders of the Trust Securities,
NationsBank will pursue such Ministerial Action in lieu of redemption. Any such
Tax Event redemption may require the prior approval of the Federal Reserve
Board.
"Tax Event" means that (i) NationsBank shall have received an opinion of
nationally recognized independent tax counsel experienced in such matters to the
effect that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws or any regulations thereunder of the
United States
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or any political subdivision or taxing authority thereof or therein or (b) any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such pronouncement or decision is announced on or after the date of original
issuance of the Preferred Securities, there is more than an insubstantial risk
that interest payable on the Junior Subordinated Notes is not, or within 90 days
of the date thereof, will not be deductible, in whole or in part, by NationsBank
for United States federal income tax purposes or (ii) the Regular Trustees have
been informed by a nationally recognized independent tax counsel that a No
Recognition Opinion (as defined herein) cannot be delivered. "No Recognition
Opinion" means as opinion of a nationally recognized independent tax counsel
experienced in such matters, which opinion may rely on published revenue rulings
of the Internal Revenue Service, to the effect that the holders of the Trust
Securities will not recognize any gain or loss for United States federal income
tax purposes as a result of the dissolution of the Trust and the distribution of
the Junior Subordinated Notes.
DISTRIBUTION OF THE JUNIOR SUBORDINATED NOTES
NationsBank will have the right at any time to dissolve the Trust and cause
the Subordinated Notes to be distributed to the holders of the Trust Securities.
Any such dissolution and distribution may require prior approval of the Federal
Reserve Board. If the Junior Subordinated Notes are distributed to the holders
of the Preferred Securities, NationsBank will use its best efforts to cause the
Junior Subordinated Notes to be listed on the New York Stock Exchange or on such
other exchange as the Preferred Securities are then listed.
After the date for any distribution of Junior Subordinated Notes upon
dissolution of the Trust, (i) the Preferred Securities will no longer be deemed
to be outstanding, (ii) the Depositary (as defined herein) or its nominee, as
the record holder of the Preferred Securities, will receive a registered global
certificate or certificates representing the Junior Subordinated Notes to be
delivered upon such distribution, and (iii) any certificates representing
Preferred Securities not held by the Depositary or its nominee will be deemed to
represent Junior Subordinated Notes having an aggregate principal amount equal
to the aggregate stated liquidation amount of, with an interest rate identical
to the distribution rate of, and accrued and unpaid interest equal to accrued
and unpaid distributions on such Preferred Securities until such certificates
are presented to NationsBank or its agent for transfer or reissuance.
There can be no assurance as to the market prices for either the Preferred
Securities or the Junior Subordinated Notes that may be distributed in exchange
for the Preferred Securities upon a dissolution and liquidation of the Trust.
Accordingly, the Preferred Securities or the Junior Subordinated Notes may trade
at a discount to the price that the investor paid to purchase the Preferred
Securities offered hereby.
REDEMPTION PROCEDURES
The Trust may not redeem fewer than all of the outstanding Preferred
Securities unless all accrued and unpaid distributions have been paid on all
Preferred Securities for all quarterly distribution periods terminating on or
prior to the date of redemption.
If the Trust gives a notice of redemption in respect of Preferred
Securities (which notice will be irrevocable), then, by 12:00 noon, New York
City time, on the redemption date, provided that NationsBank has paid to the
Property Trustee a sufficient amount of cash in connection with the related
redemption or maturity of the Junior Subordinated Notes, the Trust will
irrevocably deposit with the Depositary funds sufficient to pay the applicable
Redemption Price and will give the Depositary irrevocable instructions and
authority to pay the Redemption Price to the holders of the Preferred
Securities. See " -- Book-Entry Only Issuance -- The Depository Trust Company."
If notice of redemption shall have been given and funds deposited as required,
then, immediately prior to the close of business on the date of such deposit,
distributions will cease to accrue and all rights of holders of such Preferred
Securities so called for redemption will cease, except the right of the holders
of such Preferred Securities to receive the Redemption Price but without
interest on such Redemption Price. In the event that any date fixed for
redemption of Preferred Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (without any interest or other payment in respect of any
such delay), except that, if such Business Day falls in the next calendar year,
such payment will be made on the immediately preceding Business Day. In the
event that payment of the Redemption Price in respect of Preferred Securities is
improperly withheld or refused and not paid either by the Trust, or by
NationsBank pursuant to the Preferred Securities Guarantee, distributions on
such Preferred Securities will continue to accrue at the then applicable rate
from the original redemption date
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to the date of payment, in which case the actual payment date will be considered
the date fixed for redemption for purposes of calculating the Redemption Price.
In the event that fewer than all of the outstanding Preferred Securities
are to be redeemed, the Preferred Securities will be redeemed pro rata as
described below under " -- Book-Entry Only Issuance -- The Depository Trust
Company."
Subject to the foregoing and applicable law (including, without limitation,
United States federal securities laws and the regulations of the Federal Reserve
Board), NationsBank or its subsidiaries may at any time, and from time to time,
purchase outstanding Preferred Securities by tender, in the open market or by
private agreement.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
In the event of any voluntary or involuntary liquidation, dissolution,
winding-up or termination of the Trust (each a "Liquidation"), the then holders
of the Preferred Securities will be entitled to receive out of the assets of the
Trust, after satisfaction of liabilities to creditors, distributions in an
amount equal to the aggregate of the stated liquidation amount of $ per
Preferred Security plus accrued and unpaid distributions thereon to the date of
payment (the "Liquidation Distribution"), unless, in connection with such
Liquidation, Junior Subordinated Notes in an aggregate stated principal amount
equal to the aggregate stated liquidation amount of, with an interest rate
identical to the distribution rate of, and accrued and unpaid interest equal to
accrued and unpaid distributions on, the Preferred Securities have been
distributed on a pro rata basis to the holders of the Preferred Securities. Any
Liquidation Distribution may require prior approval of the Federal Reserve
Board.
If, upon any such Liquidation, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Preferred Securities shall be paid on a pro rata basis. The holders
of the Common Securities will be entitled to receive distributions upon any such
dissolution pro rata with the holders of the Preferred Securities, except that
if a Declaration Event of Default has occurred and is continuing, the Preferred
Securities shall have a preference over the Common Securities with regard to
such distributions.
Pursuant to the Declaration, the Trust shall terminate (i) on
20 , the expiration of the term of the Trust, (ii) upon the bankruptcy of the
Corporation, (iii) upon the filing of a certificate of dissolution or its
equivalent with respect to the Corporation, the filing of a certificate of
cancellation with respect to the Trust after obtaining the consent of the
holders of at least a majority in liquidation amount of the Trust Securities
affected thereby voting together as a single class to file such certificate of
cancellation or the revocation of the charter of NationsBank and the expiration
of 90 days after the date of revocation without a reinstatement thereof, (iv)
upon the distribution of Junior Subordinated Notes to holders of the Preferred
Securities, (v) upon the entry of a decree of a judicial dissolution of
NationsBank or the Trust, or (vi) upon the redemption of all the Trust
Securities.
DECLARATION EVENTS OF DEFAULT
An event of default under the Indenture (an "Indenture Event of Default")
constitutes an event of default under the Declaration with respect to the Trust
Securities (a "Declaration Event of Default"); provided, that pursuant to the
Declaration, the holder of the Common Securities will be deemed to have waived
any Declaration Event of Default with respect to the Common Securities until all
Declaration Events of Default with respect to the Preferred Securities have been
cured, waived or otherwise eliminated. Until such Declaration Events of Default
with respect to the Preferred Securities have been so cured, waived, or
otherwise eliminated, the Property Trustee will be deemed to be acting solely on
behalf of the holders of the Preferred Securities and only the holders of the
Preferred Securities will have the right to direct the Property Trustee with
respect to certain matters under the Declaration, and therefore the Indenture.
If the Property Trustee fails to enforce its rights under the Junior
Subordinated Notes after a holder of Preferred Securities has made a written
request, such holder of record of Preferred Securities may institute a legal
proceeding against NationsBank to enforce the Property Trustee's rights under
the Junior Subordinated Notes without first instituting any legal proceeding
against the Property Trustee or any other person or entity. The holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Junior Subordinated Notes.
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Upon the occurrence of a Declaration Event of Default, the Property Trustee
as the sole holder of the Junior Subordinated Notes will have the right under
the Indenture to declare the principal of and interest on the Junior
Subordinated Notes to be immediately due and payable. NationsBank and the Trust
are each required to file annually with the Property Trustee an officer's
certificate as to its compliance with all conditions and covenants under the
Declaration.
VOTING RIGHTS
Except as described herein, under the Trust Act, the Trust Indenture Act
and under "Description of the Preferred Securities Guarantees -- Modification of
the Preferred Securities Guarantees; Assignment" in the accompanying Prospectus,
and as otherwise required by law and the Declaration, the holders of the
Preferred Securities will have no voting rights.
Subject to the requirement of the Property Trustee obtaining a tax opinion
in certain circumstances set forth in the last sentence of this paragraph, the
holders of a majority in aggregate liquidation amount of the Preferred
Securities, have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Property Trustee, or direct the
exercise of any trust or power conferred upon the Property Trustee under the
Declaration including the right to direct the Property Trustee, as holder of the
Junior Subordinated Notes, to (i) exercise the remedies available to it under
the Indenture as a holder of the Junior Subordinated Notes, (ii) waive any past
Indenture Event of Default that is waivable under the Indenture, (iii) exercise
any right to rescind or annul a declaration that the principal of all the Junior
Subordinated Notes shall be due and payable or (iv) consent to any amendment,
modification or termination of the Indenture or the Junior Subordinated Notes
where such consent shall be required; provided, however, that, where a consent
or action under the Indenture would require the consent or act of holders of
more than a majority in principal amount of the Junior Subordinated Notes (a
"Super Majority") affected thereby, only the holders of at least such Super
Majority in aggregate liquidation amount of the Preferred Securities may direct
the Property Trustee to give such consent or take such action. If the Property
Trustee fails to enforce its rights under the Junior Subordinated Notes after a
holder of record of Preferred Securities has made a written request, such holder
of record of Preferred Securities may institute a legal proceeding directly
against NationsBank to enforce the Property Trustee's rights under the Junior
Subordinated Notes without first instituting any legal proceeding against the
Property Trustee or any other person or entity. The Property Trustee shall
notify all holders of the Preferred Securities of any notice of default received
from the Debt Trustee with respect to the Junior Subordinated Notes. Such notice
shall state that such Indenture Event of Default also constitutes a Declaration
Event of Default. Except with respect to directing the time, method and place of
conducting a proceeding for a remedy, the Property Trustee shall not take any of
the actions described in clauses (i), (ii) or (iii) above unless the Property
Trustee has obtained an opinion of a nationally recognized tax counsel
experienced in such matters to the effect that, as a result of such action, the
Trust will not fail to be classified as a grantor trust for United States
federal income tax purposes.
In the event the consent of the Property Trustee, as the holder of the
Junior Subordinated Notes, is required under the Indenture with respect to any
amendment, modification or termination of the Indenture, the Property Trustee
shall request the direction of the holders of the Trust Securities with respect
to such amendment, modification or termination and shall vote with respect to
such amendment, modification or termination as directed by a majority in
liquidation amount of the Trust Securities voting together as a single class;
provided, however, that where a consent under the Indenture would require the
consent of a Super Majority, the Property Trustee may only give such consent at
the direction of the holders of at least the proportion in liquidation amount of
the Trust Securities which the relevant Super Majority represents of the
aggregate principal amount of the Junior Subordinated Notes outstanding. The
Property Trustee shall not take any such action in accordance with the
directions of the holders of the Trust Securities unless the Property Trustee
has obtained an opinion of a nationally recognized tax counsel experienced in
such matters to the effect that for the purposes of United States federal income
tax the Trust will not be classified as other than a grantor trust.
A waiver of an Indenture Event of Default will constitute a waiver of the
corresponding Declaration Event of Default.
Any required approval or direction of holders of Preferred Securities may
be given at a separate meeting of holders of Preferred Securities convened for
such purpose, at a meeting of all of the holders of Trust Securities or pursuant
to written consent. The Regular Trustees will cause a notice of any meeting at
which holders of
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Preferred Securities are entitled to vote, or of any matter upon which action by
written consent of such holders is to be taken, to be mailed to each holder of
record of Preferred Securities. Each such notice will include a statement
setting forth the following information: (i) the date of such meeting or the
date by which such action is to be taken; (ii) a description of any resolution
proposed for adoption at such meeting on which such holders are entitled to vote
or of such matter upon which written consent is sought; and (iii) instructions
for the delivery of proxies or consents. No vote or consent of the holders of
Preferred Securities will be required for the Trust to redeem and cancel
Preferred Securities or distribute Junior Subordinated Notes in accordance with
the Declaration.
Notwithstanding that holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities that are owned at such time by NationsBank or any entity directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, NationsBank, shall not be entitled to vote or consent and shall,
for purposes of such vote or consent, be treated as if such Preferred Securities
were not outstanding.
The procedures by which holders of Preferred Securities may exercise their
voting rights are described below. See " -- Book-Entry Only Issuance -- The
Depository Trust Company."
Holders of the Preferred Securities will have no rights to appoint or
remove the NB Trustees, who may be appointed, removed or replaced solely by
NationsBank as the indirect or direct holder of all of the Common Securities.
MODIFICATION OF THE DECLARATION
The Declaration may be modified and amended if approved by the Regular
Trustees (or, if there are more than two Regular Trustees, a majority of the
Regular Trustees) and, in certain circumstances, the Property Trustee or the
Delaware Trustee, provided that, if any proposed amendment provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Trust
Securities, whether by way of amendment to the Declaration or otherwise or (ii)
the dissolution, winding-up or termination of the Trust other than pursuant to
the terms of the Declaration, then the holders of the Trust Securities voting
together as a single class will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with the
approval of at least a majority in liquidation amount of the Trust Securities
affected thereby; provided, that, if any amendment or proposal referred to in
clause (i) above would adversely affect only the Preferred Securities or the
Common Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a majority in liquidation amount of such class of
Securities.
Notwithstanding the foregoing, no amendment or modification may be made to
the Declaration if such amendment or modification would (i) cause the Trust to
be classified for purposes of United States federal income taxation as other
than a grantor trust, (ii) reduce or otherwise adversely affect the powers of
the Property Trustee or (iii) cause the Trust to be deemed an "investment
company" which is required to be registered under the Investment Company Act of
1940, as amended (the "1940 Act").
MERGERS, CONSOLIDATIONS OR AMALGAMATIONS
The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body, except as
described below. The Trust may, with the consent of a majority of the Regular
Trustees and without the consent of the holders of the Trust Securities, the
Property Trustee or the Delaware Trustee consolidate, amalgamate, merge with or
into, or be replaced by a trust organized as such under the laws of any State of
the United States; provided, that (i) if the Trust is not the survivor such
successor entity (the "Succesor Entity") either (x) expressly assumes all of the
obligations of the Trust under the Trust Securities or (y) substitutes for the
Trust Securities other securities having substantially the same terms as the
Trust Securities (the "Successor Securities"), so long as the Successor
Securities rank the same as the Trust Securities rank with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii)
NationsBank expressly acknowledges a trustee of such successor entity possessing
the same powers and duties as the Property Trustee as the holder of the Junior
Subordinated Notes, (iii) the Preferred Securities or any Successor Securities
are listed, or any Successor Securities of the Preferred Securities will be
listed upon notification of issuance, on any national
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securities exchange or with another organization on which the Preferred
Securities are then listed or quoted, (iv) such merger, consolidation,
amalgamation or replacement does not cause the Preferred Securities (including
any Successor Securities thereof) to be downgraded by any nationally recognized
statistical rating organization, (v) such merger, consolidation, amalgamation or
replacement does not adversely affect the rights, preferences and privileges of
the holders of the Trust Securities (including any Successor Securities) in any
material respect (other than with respect to any dilution of the holders'
interest in the new entity), (vi) such successor entity has a purpose identical
to that of the Trust, (vii) prior to such merger, consolidation, amalgamation or
replacement, NationsBank has received an opinion of a nationally recognized
independent counsel to the Trust experienced in such matters to the effect that,
(A) such merger, consolidation, amalgamation or replacement does not adversely
affect the rights, preferences and privileges of the holders of the Trust
Securities (including any Successor Securities) in any material respect (other
than with respect to any dilution of the holders' interest in the new entity),
(B) following such merger, consolidation, amalgamation or replacement, neither
the Trust nor such Successor Entity will be required to register as an
investment company under the 1940 Act and (c) following such merger,
consolidation, amalgamation or replacement, the Trust or the Successor Entity
will continue to be classified as a grantor trust for United States federal
income tax purposes and (viii) NationsBank guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Preferred Securities Guarantee and the Common Securities Guarantee (as
described in the accompanying Prospectus). Notwithstanding the foregoing, the
Trust shall not, except with the consent of holders of 100 percent in
liquidation amount of the Trust Securities, consolidate, amalgamate, merge with
or into, or be replaced by any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it, if such
consolidation, amalgamation, merger or replacement would cause the Trust or the
Successor Entity to be classified as other than a grantor trust for United
States federal income tax purposes.
BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY
The Depository Trust Company ("DTC") will act as securities depositary (the
"Depositary") for the Preferred Securities. The Preferred Securities will be
issued only as fully-registered securities registered in the name of Cede & Co.
(DTC's nominee). One or more fully-registered global Preferred Securities
certificates, representing the total aggregate number of Preferred Securities,
will be issued and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Participants in DTC include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. DTC is owned by a number of its Participants and by the New
York Stock Exchange, the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others, such as securities brokers and dealers, banks and trust
companies that clear transactions through or maintain a direct or indirect
custodial relationship with a Direct Participant either directly or indirectly
("Indirect Participants"). The rules applicable to DTC and its Participants are
on file with the Securities and Exchange Commission.
Purchases of Preferred Securities within the DTC system must be made by or
through Participants, which will receive a credit for the Preferred Securities
on DTC's records. The ownership interest of each actual purchaser of each
Preferred Security ("Beneficial Owner") is in turn to be recorded on the
Participants' and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchases, but Beneficial Owners
are expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the Direct
or Indirect Participants through which the Beneficial Owners purchased Preferred
Securities. Transfers of ownership interests in the Preferred Securities are to
be accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in the Preferred Securities, except in the event that
use of the book-entry system for the Preferred Securities is discontinued.
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DTC has no knowledge of the actual Beneficial Owners of the Preferred
Securities. DTC's records reflect only the identity of the Direct Participants
to whose accounts such Preferred Securities are credited, which may or may not
be the Beneficial Owners. The Participants and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
So long as DTC, or its nominee, is the registered owner or holder of a
Global Certificate, DTC or such nominee, as the case may be, will be considered
the sole owner or holder of the Preferred Securities represented thereby for all
purposes under the Declaration and the Preferred Securities. No beneficial owner
of an interest in a Global Certificate will be able to transfer that interest
except in accordance with DTC's applicable procedures, in addition to those
provided for under the Declaration.
DTC has advised the Corporation that it will take any action permitted to
be taken by a holder of Preferred Securities (including the presentation of
Preferred Securities for exchange as described below) only at the direction of
one or more Participants to whose account the DTC interests in the Global
Certificates are credited and only in respect of such portion of the aggregate
liquidation amount of Preferred Securities as to which such Participant or
Participants has or have given such direction. However, if there is an Event of
Default under the Preferred Securities, DTC will exchange the Global
Certificates for certificated securities, which it will distribute to its
Participants and which will be legended as set forth under the heading "Notices
to Investors."
Conveyance of notices and other communications by DTC to Participants, by
Participants to Indirect Participants, and by Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Redemption notices in respect of the Preferred Securities held in
book-entry form will be sent to Cede & Co. If less than all of the Preferred
Securities are being redeemed, DTC will determine the amount of the interest of
each Participant to be redeemed in accordance with its procedures.
Although voting with respect to the Preferred Securities is limited, in
those cases where a vote is required, neither DTC nor Cede & Co. will itself
consent or vote with respect to Preferred Securities. Under its usual
procedures, DTC would mail an Omnibus Proxy to the Trust as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Participants to whose accounts the Preferred Securities
are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
Distributions on the Preferred Securities held in book-entry form will be
made to DTC in immediately available funds. DTC's practice is to credit
Participants' accounts on the relevant payment date in accordance with their
respective holdings shown on DTC's records unless DTC has reason to believe that
it will not receive payments on such payment date. Payments by Participants and
Indirect Participants to Beneficial Owners will be governed by standing
instructions and customary practices and will be the responsibility of such
Participants and Indirect Participants and not of DTC, the Trust or the
Corporation, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of distributions to DTC is the responsibility
of the Trust, disbursement of such payments to Participants is the
responsibility of DTC, and disbursement of such payments to the Beneficial
Owners is the responsibility of Participants and Indirect Participants.
Except as provided herein, a Beneficial Owner of an interest in a Global
Certificate will not be entitled to receive physical delivery of Preferred
Securities. Accordingly, each Beneficial Owner must rely on the procedures of
DTC to exercise any rights under the Preferred Securities.
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the Global Certificates among Participants of DTC, DTC
is under no obligation to perform or continue to perform such procedures, and
such procedures may be discontinued at any time. Neither the Corporation, the
Trust nor the Trustee will have any responsibility for the performance by DTC or
its Participants or Indirect Participants under the rules and procedures
governing DTC. DTC may discontinue providing its services as securities
depositary with respect to the Preferred Securities at any time by giving notice
to the Trust. Under such circumstances, in the event that a successor securities
depositary is not obtained, Preferred Security certificates are required to be
printed and delivered. Additionally, the Trust (with the consent of the
Corporation) may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor depositary). In that event, certificates for the
Preferred Securities will be printed and delivered. In each of the above
circumstances, the Corporation will appoint a paying agent with respect to the
Preferred Securities.
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The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such laws
may impair the ability to transfer beneficial interests in the global Preferred
Securities as represented by a Global Certificate.
PAYMENT AND PAYING AGENCY
Payments in respect of the Preferred Securities represented by the Global
Certificates shall be made to DTC, which shall credit the relevant accounts at
DTC on the applicable distribution dates or, in the case of certificated
securities, such payments shall be made by check mailed to the address of the
holder entitled thereto. The Paying Agent shall initially be The Bank of New
York. The Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Regular Trustees. In the event that The Bank of New
York shall no longer be the Paying Agent, the Regular Trustees shall appoint a
successor to act as Paying Agent (which shall be a bank or trust company).
REGISTRAR, TRANSFER AGENT AND PAYING AGENT
The Property Trustee will act as registrar, transfer agent and paying agent
for the Preferred Securities. In the event The Bank of New York shall no longer
be the Paying Agent, the Regular Trustees shall appoint a successor to act as
Paying Agent (which shall be a bank or trust company).
Registration of transfers of Preferred Securities will be effected without
charge by or on behalf of the Trust, but upon payment (with the giving of such
indemnity as the Trust or the Corporation may require) in respect of any tax or
other government charges which may be imposed in relation to it.
The Trust will not be required to register or cause to be registered the
transfer of Preferred Securities after such Preferred Securities have been
called for redemption.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The Property Trustee, prior to the occurrence of a default with respect to
the Trust Securities and after the curing of any defaults that may have
occurred, undertakes to perform only such duties as are specifically set forth
in the Declaration and, after default, shall exercise the same degree of care as
a prudent individual would exercise in the conduct of his or her own affairs.
Subject to such provisions, the Property Trustee is under no obligation to
exercise any of the powers vested in it by the Declaration at the request of any
holder of Preferred Securities, unless offered reasonable indemnity by such
holder against the costs, expenses and liabilities which might be incurred
thereby. The holders of Preferred Securities will not be required to offer such
indemnity in the event such holders, by exercising their voting rights, direct
the Property Trustee to take any action it is empowered to take under the
Declaration following a Declaration Event of Default. The Property Trustee also
serves as trustee under the Preferred Securities Guarantee and the Indenture.
The Corporation and certain of its affiliates have from time to time
maintained deposit accounts and conducted other banking transactions with the
Property Trustee and its affiliated entities in the ordinary course of business.
The Property Trustee also serves as trustee for certain series of the
Corporation's outstanding indebtedness under other indentures.
GOVERNING LAW
The Declaration and the Preferred Securities will be governed by, and
construed in accordance with, the internal laws of the State of Delaware.
MISCELLANEOUS
The Regular Trustees are authorized and directed to operate the Trust in
such a way so that the Trust will not be required to register as an "investment
company" under the 1940 Act or characterized as other than a grantor trust for
United States federal income tax purposes. NationsBank is authorized and
directed to conduct its affairs so that the Junior Subordinated Notes will be
treated as indebtedness of NationsBank for United States federal income tax
purposes. In this connection, NationsBank and the Regular Trustees are
authorized to take any action, not inconsistent with applicable law, the
certificate of trust of the Trust or the certificate of incorporation of
NationsBank, that each of NationsBank and the Regular Trustees determine in
their discretion to be necessary or desirable to achieve such end, as long as
such action does not adversely affect the interests of the holders of the
Preferred Securities or vary the terms thereof.
Holders of the Preferred Securities have no preemptive rights.
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DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEE
Pursuant to the Preferred Securities Guarantee, NationsBank will
irrevocably and unconditionally agree, to the extent set forth therein, to pay
in full to the holders of the Preferred Securities issued by the Trust the
Preferred Securities Guarantee Payments (as defined in the accompanying
Prospectus) (except to the extent paid by the Trust), as and when due,
regardless of any defense, right of set-off or counterclaim which the Trust may
have or assert. The Corporation's obligation to make a Preferred Securities
Guarantee Payment may be satisfied by direct payment of the required amounts by
the Corporation to the holders of Preferred Securities or by causing the Trust
to pay such amounts to such holders. The Preferred Securities Guarantee will be
qualified as an indenture under the Trust Indenture Act. The Bank of New York
will act as indenture trustee under the Preferred Securities Guarantee (in such
capacity, the "Preferred Guarantee Trustee"). The terms of the Preferred
Securities Guarantee will be those set forth in such Preferred Securities
Guarantee and those made part of such Preferred Securities Guarantee by the
Trust Indenture Act. The Preferred Securities Guarantee will be held by the
Preferred Guarantee Trustee for the benefit of the holders of the Preferred
Securities. A summary description of the Preferred Securities Guarantee appears
in the accompanying Prospectus under the caption "Description of the Preferred
Securities Guarantees."
DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES
Set forth below is a description of the specific terms of the Junior
Subordinated Notes in which the Trust will invest the proceeds from the issuance
and sale of the Trust Securities. This description supplements the description
of the general terms and provisions of the Junior Subordinated Notes set forth
in the accompanying Prospectus under the caption "Description of the Junior
Subordinated Notes." The following description does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, the
description in the accompanying Prospectus and the Indenture, dated as of
, 1996 (the "Base Indenture"), between NationsBank and The Bank of New
York, as Trustee (the "Debt Trustee"), as supplemented by a First Supplemental
Indenture, dated as of , 1996 (the Base Indenture, as so supplemented,
is hereinafter referred to as the "Indenture"), the forms of which are filed as
Exhibits to the Registration Statement of which this Prospectus Supplement and
the accompanying Prospectus form a part. Certain capitalized terms used herein
are defined in the Indenture.
NationsBank will have the right at any time to dissolve the Trust and cause
the Junior Subordinated Notes to be distributed to the holders of the Trust
Securities. Any such distribution will require the prior approval of the Federal
Reserve Board if such prior approval is then required under its applicable
rules, guidelines or policies. If the Junior Subordinated Notes are distributed
to the holders of the Preferred Securities, NationsBank will use its best
efforts to have the Junior Subordinated Notes listed on the New York Stock
Exchange or on such other national securities exchange or similar organization
on which the Preferred Securities are then listed or quoted.
GENERAL
The Junior Subordinated Notes will be issued as unsecured debt under the
Indenture. The Junior Subordinated Notes will be limited in aggregate principal
amount to approximately $ , such amount being the sum of the
aggregate stated liquidation amount of the Trust Securities.
The Junior Subordinated Notes are not subject to a sinking fund provision.
The entire principal amount of the Junior Subordinated Notes will mature and
become due and payable, together with any accrued and unpaid interest thereon
including Compounded Interest (as defined herein) and Additional Interest (as
defined herein), if any, on , 2026.
If Junior Subordinated Notes are distributed to holders of Preferred
Securities in liquidation of such holders' interests in the Trust, such Junior
Subordinated Notes will initially be issued as a Global Security (as defined
herein). As described herein, Junior Subordinated Notes also may be issued in
certificated form in exchange for a Global Security. See " -- Book-Entry and
Settlement" below. In the event that Junior Subordinated Notes are issued in
certificated form, such Junior Subordinated Notes will be in denominations of
$ and integral multiples thereof and may be transferred or exchanged at the
offices described below. Payments on Junior Subordinated Notes issued as a
Global Security will be made to DTC, a successor depositary or, in
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the event that no depositary is used, to a Paying Agent for the Junior
Subordinated Notes. In the event Junior Subordinated Notes are issued in
certificated form, principal and interest will be payable, the transfer of the
Junior Subordinated Notes will be registrable and Junior Subordinated Notes will
be exchangeable for Junior Subordinated Notes of other denominations of a like
aggregate principal amount at the corporate trust office of the Property Trustee
in New York, New York; provided, that payment of interest may be made at the
option of NationsBank by check mailed to the address of the holder entitled
thereto or by wire transfer to an account appropriately designated by the holder
entitled thereto. Notwithstanding the foregoing, so long as the holder of any
Junior Subordinated Notes is the Property Trustee, the payment of principal and
interest on the Junior Subordinated Notes held by the Property Trustee will be
made at such place and to such account as may be designated by the Property
Trustee.
The Indenture does not contain provisions that afford holders of the Junior
Subordinated Notes protection in the event of a highly leveraged transaction or
other similar transaction involving NationsBank that may adversely affect such
holders.
SUBORDINATION
The Indenture provides that the Junior Subordinated Notes are subordinated
and junior in right of payment to all present and future Senior Obligations of
NationsBank (as defined herein) and rank pari passu and are equivalent to
creditor obligations of those holding general unsecured claims not entitled to
statutory priority under the United States Bankruptcy Code or otherwise. In
addition, no payment of principal (including redemption and sinking fund
payments), premium, if any, or interest on the Junior Subordinated Notes may be
made at any time when (i) there is a default in the payment of the principal of,
premium, if any, interest on or otherwise with respect to any Senior
Obligations, whether at maturity or any date fixed for prepayment or by
declaration or otherwise, (ii) any event of default with respect to Senior
Obligations has occurred and is continuing, or would occur as a result of such
payment on the Junior Subordinated Notes or any redemption, retirement, purchase
or other acquisition of any of the Junior Subordinated Notes, permitting the
holders of such Senior Obligations (or a trustee on behalf of the holder
thereof) to accelerate the maturity thereof. Upon any distribution of assets of
the Corporation to creditors upon any dissolution, winding-up, liquidation or
reorganization, whether voluntary or involuntary, or in a bankruptcy,
insolvency, receivership or other proceedings, the payment of the principal of,
and interest on, the Junior Subordinated Notes will, to the extent set forth in
the Indenture, be subordinated in right of payment to the prior payment in full
of all Senior Obligations of NationsBank. Upon any payment or distribution of
assets to creditors upon dissolution, winding-up, liquidation, reorganization,
assignment for benefit of creditors, marshalling of assets or any bankruptcy,
insolvency or similar proceedings of NationsBank, the holders of all Senior
Obligations will first be entitled to receive payment in full of all amount due
or to become due thereon before the holders of the Junior Subordinated Notes
will be entitled to receive and retain any payments in respect of the principal
of, or interest on, the Junior Subordinated Notes.
The term "Senior Obligations" means, with respect to NationsBank, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of
NationsBank for money borrowed (whether or not denominated as senior or
subordinated) and (B) indebtedness evidenced by securities, debentures, bonds or
other similar instruments (whether or not denominated as senior or subordinated)
issued by NationsBank, (ii) all capital lease obligations of NationsBank, (iii)
all obligations of NationsBank issued or assumed as the deferred purchase price
of property, all conditional sale obligations of NationsBank and all obligations
of NationsBank under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business), (iv) all obligations of
NationsBank for the reimbursement on any letter of credit, banker's acceptance,
or similar credit transaction, (v) all obligations of the Corporation arising
from off-balance sheet guarantees by the Corporation and direct credit
substitutes and obligations of the Corporation associated with derivative
products such as interest and foreign exchange contracts, commodity contracts,
swap agreements (including interest rate and foreign exchange swap agreements),
cap agreements, floor agreements, collar agreements, interest rate agreements,
foreign exchange rate agreements, options, commodity futures contracts and
commodity option contracts; (vi) all obligations and financial instruments of
the type referred to in clauses (i) through (v) above of other persons for the
payment of which NationsBank is responsible or liable as obligor, guarantor or
otherwise and (vii) all obligations of the type referred to in clauses (i)
through (vi) above of other persons secured by any lien on any property or asset
of NationsBank (whether or not such obligation is
S-24
assumed by NationsBank), except for (1) any such indebtedness that is by its
terms subordinated to or ranks pari passu with the Junior Subordinated Notes and
(2) any indebtedness between or among NationsBank or its affiliates, including
all other debt securities and guarantees in respect of those debt securities,
issued to (a) any other NB Trust or a trustee of such trust and (b) any other
trust, or a trustee of such trust, partnership or other entity affiliated with
NationsBank that is a financing vehicle of NationsBank (a "financing entity") in
connection with the issuance by such financial entity of Preferred Securities or
other securities that rank pari passu with, or junior to, the Preferred
Securities.
The rights of the holders of the Junior Subordinated Notes will be
subrogated to the rights of holders of or obligees under the Senior Obligations
of NationsBank until all amounts owing to the holders of or obligees under the
Senior Obligations are paid in full. Such Senior Obligations shall continue to
be Senior Obligations and be entitled to the benefits of the subordination
provisions irrespective of any amendment, modification or waiver of any term of
such Senior Obligations.
The Indenture does not limit the aggregate amount of Senior Obligations
that may be issued by NationsBank. As of September 30, 1996, Senior Obligations
of NationsBank aggregated approximately $17.6 billion. In addition, because
NationsBank is a holding company, the Junior Subordinated Notes are effectively
subordinated to all existing and future liabilities of the Corporation's
subsidiaries, including obligations to depositors.
OPTIONAL REDEMPTION
NationsBank shall have the right to redeem the Junior Subordinated Notes,
in whole or in part, from time to time, on or after , 200 , but
prior to the Stated Maturity, or, in whole but not in part, prior to
200 , upon the occurrence of a Tax Event upon not less than 30 nor
more than 60 days notice, at a redemption price equal to 100 percent of the
principal amount to be redeemed plus any accrued and unpaid interest, including
Additional Interest, if any, to the redemption date; provided, in each case,
such redemption may be subject to the prior approval of the Federal Reserve
Board.
INTEREST
Junior Subordinated Notes shall bear interest at the rate of percent
per annum from the original date of issuance, payable quarterly in arrears on
March 31, June 30, September 30 and December 31 of each year (each an "Interest
Payment Date"), commencing , 199 , to the person in whose name such
Junior Subordinated Notes is registered, subject to certain exceptions, at the
close of business on the Business Day next preceding such Interest Payment Date.
In the event the Junior Subordinated Notes shall not continue to remain in
book-entry only form, the record dates shall be the March 15, June 15, September
15 and December 15 prior to the applicable Interest Payment Date.
The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. The amount of interest payable for
any period shorter than a full quarterly period for which interest is computed,
will be computed on the basis of the actual number of days elapsed in a 30-day
month. In the event that any date on which interest is payable on the Junior
Subordinated Notes is not a Business Day, then payment of the interest payable
on such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, then such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date.
OPTION TO EXTEND INTEREST PAYMENT PERIOD
NationsBank shall have the right at any time, and from time to time, during
the term of the Junior Subordinated Notes to defer payments of interest by
extending the interest payment period for a period not exceeding 20 consecutive
quarters, but no such Extension Period may extend beyond the Stated Maturity. At
the end of any such Extension Period, NationsBank shall pay all interest then
accrued and unpaid (including any Additional Interest, as herein defined)
together with interest thereon compounded quarterly at the rate specified for
the Junior Subordinated Notes to the extent permitted by applicable law
("Compounded Interest"); provided, that during any such Extension Period, (a)
NationsBank shall not declare or pay dividends on, make any distribution with
respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to any of its
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capital stock (other than (i) purchases or acquisitions of shares of NationsBank
Common Stock in connection with the satisfaction by NationsBank of its
obligations under any employee benefit plans, (ii) as a result of a
reclassification of NationsBank capital stock or the exchange or conversion of
one class or series of the Corporation's capital stock for another class or
series of NationsBank capital stock or (iii) the purchase of fractional
interests in shares of the Corporation's capital stock pursuant to an
acquisition or the conversion or exchange provisions of such NationsBank capital
stock or the security being converted or exchanged), (b) NationsBank shall not
make any payment of principal, premium, if any, or interest on or repay,
repurchase or redeem any debt securities issued by NationsBank that rank pari
passu with or junior to the Junior Subordinated Notes and (c) NationsBank shall
not make any guarantee payments with respect to the foregoing (other than
pursuant to the Preferred Securities Guarantee). Prior to the termination of any
such Extension Period, NationsBank may further defer payments of interest by
extending the interest payment period; provided, however, that, such Extension
Period, including all such previous and further extensions, may not exceed 20
consecutive quarters or beyond the Stated Maturity. Upon the termination of any
Extension Period and the payment of all amounts then due, NationsBank may
commence a new Extension Period, subject to the terms set forth in this section.
No interest shall be due and payable during an Extension Period, except at the
end thereof, but NationsBank may prepay at any time all or any portion of the
interest accrued during an Extension Period. NationsBank has no present
intention of exercising its right to defer payments of interest by extending the
interest payment period on the Junior Subordinated Notes. If the Property
Trustee shall be the sole holder of the Junior Subordinated Notes, NationsBank
shall give the Regular Trustees and the Property Trustee notice of its selection
of such Extension Period one Business Day prior to the earlier of (i) the date
distributions on the Preferred Securities are payable or (ii) the date the
Regular Trustees are required to give notice of the record date or the date such
distribution is payable to the New York Stock Exchange (or other applicable
self-regulatory organization) or to holders of the Preferred Securities, but in
any event at least one Business Day before such record date. The Regular
Trustees shall give notice of the Corporation's selection of such Extension
Period to the holders of the Preferred Securities. If the Property Trustee shall
not be the sole holder of the Junior Subordinated Notes, NationsBank shall give
the holders of the Junior Subordinated Notes notice of its selection of such
Extension Period at least 10 Business Days prior to the earlier of (i) the
Interest Payment Date or (ii) the date upon which NationsBank is required to
give notice of the record or payment date of such interest payment to the New
York Stock Exchange (or other applicable self-regulatory organization) or to
holders of the Junior Subordinated Notes.
ADDITIONAL INTEREST
If at any time the Trust shall be required to pay any taxes, duties,
assessments or governmental charges of whatever nature (other than withholding
taxes) imposed by the United States, or any other domestic taxing authority,
then, in any such case, NationsBank will pay as additional interest ("Additional
Interest") such additional amounts as shall be required so that the net amounts
received and retained by the Trust after paying any such taxes, duties,
assessments or other governmental charges will be not less than the amounts the
Trust would have received had no such taxes, duties, assessments or other
governmental charges been imposed.
INDENTURE EVENTS OF DEFAULT
If any Indenture Event of Default shall occur and be continuing, the
Property Trustee, as the holder of the Junior Subordinated Notes, will have the
right to declare the principal of and the interest on the Junior Subordinated
Notes (including any Compounded Interest and Additional Interest, if any) and
any other amounts payable under the Indenture to be forthwith due and payable
and to enforce its other rights as a creditor with respect to the Junior
Subordinated Notes. "Indenture Events of Default" are limited to certain events
of bankruptcy, insolvency and reorganization of the Corporation and certain
events of dissolution, winding-up or termination of the Trust and do not include
defaults of the Corporation in payment obligations with request to the Junior
Subordinated Notes or defaults of the Corporation under the Preferred Securities
Guarantee. See "Description of Junior Subordinated Notes -- Events of Default,
Waiver and Notice" in the accompanying Prospectus for a description of the
Indenture Events of Default. An Indenture Event of Default also constitutes a
Declaration Event of Default. The holders of Preferred Securities in certain
circumstances have the right to
S-26
direct the Property Trustee to exercise its rights as the holder of the Junior
Subordinated Notes. See "Description of the Preferred Securities -- Declaration
Events of Default" and " -- Voting Rights." The holders of Preferred Securities
will not be able to exercise directly any other remedy available to the holders
of the Junior Subordinated Notes.
BOOK-ENTRY AND SETTLEMENT
If distributed to holders of Preferred Securities in connection with the
involuntary or voluntary dissolution, winding-up or liquidation of the Trust as
a result of the election of the Corporation, the Junior Subordinated Notes will
be issued in the form of one or more global certificates (each a "Global
Security") registered in the name of the Depositary or its nominee. Except under
the limited circumstances described below, Junior Subordinated Notes represented
by the Global Security will not be exchangeable for, and will not otherwise be
issuable as, Junior Subordinated Notes in definitive form. The Global Securities
described above may not be transferred except by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or to a successor Depositary or its nominee.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in such a Global
Security.
Except as provided below, owners of beneficial interests in such a Global
Security will not be entitled to receive physical delivery of Junior
Subordinated Notes in definitive form and will not be considered the holders (as
defined in the Indenture) thereof for any purpose under the Indenture, and no
Global Security representing Junior Subordinated Notes shall be exchangeable,
except for another Global Security of like denomination and tenor to be
registered in the name of the Depositary or its nominee or to a successor
Depositary or its nominee. Accordingly, each Beneficial Owner must rely on the
procedures of the Depositary or if such person is not a Participant, on the
procedures of the Participant through which such person owns its interest to
exercise any rights of a holder under the Indenture.
THE DEPOSITARY
If Junior Subordinated Notes are distributed to holders of Preferred
Securities in liquidation of such holders' interests in the Trust, DTC will act
as securities depositary for the Junior Subordinated Notes. For a description of
DTC and the specific terms of the depositary arrangements, see "Description of
the Preferred Securities -- Book-Entry Only Issuance -- The Depository Trust
Corporation." As of the date of this Prospectus Supplement, the description
therein of DTC's book-entry system and DTC's practices as they relate to
purchases, transfers, notices and payments with respect to the Preferred
Securities apply in all material respects to any debt obligations represented by
one or more Global Securities held by NationsBank. NationsBank may appoint a
successor to DTC or any successor depositary in the event DTC or such successor
depositary is unable or unwilling to continue as a depositary for the Global
Securities.
None of NationsBank, the Trust, the Property Trustee, any paying agent and
any other agent of NationsBank, or the Debt Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in a Global Security for such Junior
Subordinated Notes or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
DISCONTINUANCE OF THE DEPOSITARY'S SERVICES
A Global Security shall be exchangeable for Junior Subordinated Notes
registered in the names of persons other than the Depositary or its nominee only
if (i) the Depositary notifies NationsBank that it is unwilling or unable to
continue as a depositary for such Global Security and no successor depositary
shall have been appointed, (ii) the Depositary, at any time, ceases to be a
clearing agency registered under the Exchange Act at which time the Depositary
is required to be so registered to act as such depositary and no successor
depositary shall have been appointed, (iii) NationsBank, in its sole discretion,
determines that such Global Security shall be so exchangeable or (iv) there
shall have occurred an Event of Default with respect to such Junior Subordinated
Notes. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Junior Subordinated Notes registered in such
names as the Depositary shall direct. It is expected that
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such instructions will be based upon directions received by the Depositary from
its Participants with respect to ownership of beneficial interests in such
Global Security.
GOVERNING LAW
The Indenture and the Junior Subordinated Notes will be governed by, and
construed in accordance with, the internal laws of the State of New York.
MISCELLANEOUS
The Indenture provides that NationsBank will pay all fees and expenses
related to (i) the offering of the Trust Securities and the Junior Subordinated
Notes, (ii) the organization, maintenance and dissolution of the Trust, (iii)
the retention of the NB Trustees and (iv) the enforcement by the Property
Trustee of the rights of the holders of the Preferred Securities. The payment of
such fees and expenses will be fully and unconditionally guaranteed by
NationsBank.
NationsBank will have the right at all times to assign any of its
respective rights or obligations under the Indenture to a direct or indirect
wholly-owned subsidiary of NationsBank; provided that, in the event of any such
assignment, NationsBank will remain liable for all of their respective
obligations. Subject to the foregoing, the Indenture will be binding upon and
inure to the benefit of the parties thereto and their respective successors and
assigns. The Indenture provides that it may not otherwise be assigned by the
parties thereto.
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EFFECT OF OBLIGATIONS UNDER THE JUNIOR SUBORDINATED
NOTES AND THE PREFERRED SECURITIES GUARANTEE
As set forth in the Declaration, the sole purpose of the Trust is to issue
the Trust Securities evidencing undivided beneficial interests in the assets of
the Trust, and to invest the proceeds from such issuance and sale in the Junior
Subordinated Notes.
As long as payments of interest and other payments are made when due on the
Junior Subordinated Notes, such payments will be sufficient to cover
distributions and payments due on the Trust Securities because of the following
factors: (i) the aggregate principal amount of Junior Subordinated Notes will be
equal to the sum of the aggregate stated liquidation amount of the Trust
Securities; (ii) the interest rate and the interest and other payment dates on
the Junior Subordinated Notes will match the distribution rate and distribution
and other payment dates for the Preferred Securities; (iii) NationsBank shall
pay all, and the Trust shall not be obligated to pay, directly or indirectly,
all costs, expenses, debt, and obligations of the Trust (other than with respect
to the Trust Securities); and (iv) the Declaration further provides that the
Regular Trustees shall not take or cause or permit the Trust to, among other
things, engage in any activity that is not consistent with the purposes of the
Trust.
Payments of distributions (to the extent funds therefor are available) and
other payments due on the Preferred Securities (to the extent funds therefor are
available) are guaranteed on a subordinated basis by NationsBank as and to the
extent set forth under "Description of the Preferred Securities Guarantees" in
the accompanying Prospectus. If NationsBank does not make interest payments on
the Junior Subordinated Notes purchased by the Trust, it is expected that the
Trust will not have sufficient funds to pay distributions on the Preferred
Securities. The Preferred Securities Guarantee does not apply to any payment of
distributions unless and until the Trust has sufficient funds for the payment of
such distributions. The Preferred Securities Guarantee covers the payment of
distributions and other payments on the Preferred Securities only if and to the
extent that NationsBank has made a payment of interest or principal on the
Junior Subordinated Notes held by the Trust as its sole asset. The Preferred
Securities Guarantee, when taken together with the Corporation's obligations
under the Junior Subordinated Notes and the Indenture and its obligations under
the Declaration, including its obligations to pay costs, expenses, debts and
liabilities of the Trust (other than with respect to the Trust Securities),
provide a full and unconditional guarantee on a subordinated basis of amounts on
the Preferred Securities.
If NationsBank fails to make interest or other payments on the Junior
Subordinated Notes when due (taking account of any Extension Period), the
Declaration provides a mechanism whereby the holders of the Preferred
Securities, using the procedures described in "Description of the Preferred
Securities -- Book-Entry Only Issuance -- The Depository Trust Corporation" and
" -- Voting Rights," may direct the Property Trustee to enforce its rights under
the Junior Subordinated Notes. If the Property Trustee fails to enforce its
rights under the Junior Subordinated Notes, a holder of Preferred Securities may
institute a legal proceeding against NationsBank to enforce the Property
Trustee's rights under the Junior Subordinated Notes without first instituting
any legal proceeding against the Property Trustee or any other person or entity.
NationsBank, under the Preferred Securities Guarantee, acknowledges that the
Preferred Guarantee Trustee shall enforce the Preferred Securities Guarantee on
behalf of the holders of the Preferred Securities. If NationsBank fails to make
payments under the Preferred Securities Guarantee, the Preferred Securities
Guarantee provides a mechanism whereby the holders of the Preferred Securities
may direct the Preferred Guarantee Trustee to enforce its rights thereunder. Any
holder of Preferred Securities may institute a legal proceeding directly against
NationsBank to enforce the Preferred Guarantee Trustee's rights under the
Preferred Securities Guarantee without first instituting a legal proceeding
against the Trust, the Preferred Guarantee Trustee, or any other person or
entity.
NationsBank and the Trust believe that the above mechanisms and
obligations, taken together, provide a full and unconditional guarantee by
NationsBank on a subordinated basis of payments due on the Preferred Securities.
See "Description of the Preferred Securities Guarantees -- General" in the
accompanying Prospectus.
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UNITED STATES FEDERAL INCOME TAXATION
GENERAL
In the opinion of Stroock & Stroock & Lavan, special tax counsel to
NationsBank and the Trust ("Tax Counsel"), the following is a summary of certain
of the material United States federal income tax consequences of the purchase,
ownership and disposition of Preferred Securities. Unless otherwise stated, this
summary deals only with Preferred Securities held as capital assets by holders
who purchase the Preferred Securities upon original issuance ("Initial
Holders"). It does not deal with special classes of holders such as banks,
thrifts, real estate investment trusts, regulated investment companies,
insurance companies, dealers in securities or currencies, tax-exempt investors,
or persons that will hold the Preferred Securities as a position in a
"straddle," as part of a "synthetic security" or "hedge," as part of a
"conversion transaction" or other integrated investment, or as other than a
capital asset. This summary also does not address the tax consequences to
persons that have a functional currency other than the U.S. Dollar or the tax
consequences to shareholders, partners or beneficiaries of a holder of Preferred
Securities. Further, it does not include any description of any alternative
minimum tax consequences or the tax laws of any state or local government or of
any foreign government that may be applicable to the Preferred Securities. This
summary is based on the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations thereunder and administrative and judicial interpretations
thereof, as of the date hereof, all of which are subject to change, possibly on
a retroactive basis.
CLASSIFICATION OF THE JUNIOR SUBORDINATED NOTES
In connection with the issuance of the Junior Subordinated Notes, Tax
Counsel will render its opinion generally to the effect that under then current
law and assuming full compliance with the terms of the Indenture (and certain
other documents), and based on certain facts and assumptions contained in such
opinion, the Junior Subordinated Notes will be classified for United States
federal income tax purposes as indebtedness of NationsBank.
CLASSIFICATION OF THE TRUST
In connection with the issuance of the Preferred Securities, Tax Counsel
will render its opinion generally to the effect that, under then current law and
assuming full compliance with the terms of the Declaration and the Indenture
(and certain other documents), and based on certain facts and assumptions
contained in such opinion, the Trust will be classified for United States
federal income tax purposes as a grantor trust and not as an association taxable
as a corporation. Accordingly, for United States federal income tax purposes,
each holder of Preferred Securities generally will be considered the owner of an
undivided interest in the Junior Subordinated Notes, and each holder will be
required to include in its gross income any interest (or accrued OID) with
respect to its allocable share of those Junior Subordinated Notes.
INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT
Under recently issued Treasury regulations (the "Regulations") applicable
to debt instruments issued on or after August 13, 1996, a "remote" contingency
that stated interest will not be timely paid will be ignored in determining
whether a debt instrument is issued with OID. NationsBank believes that the
likelihood of its exercising its option to defer payments of interest is
"remote" since exercising that option would prevent NationsBank from declaring
dividends on any class of its equity. Accordingly, NationsBank intends to take
the position, based on the advice of Tax Counsel, that the Junior Subordinated
Notes will not be considered to be issued with OID and, accordingly, stated
interest on the Junior Subordinated Notes generally will be taxable to a holder
as ordinary income at the time it is paid or accrued in accordance with such
holder's method of accounting.
Under the Regulations, if NationsBank were to exercise its option to defer
payments of interest, the Junior Subordinated Notes would at that time be
treated as issued with OID, and all stated interest on the Junior Subordinated
Notes would thereafter be treated as OID as long as the Junior Subordinated
Notes remain outstanding. In such event, all of a holder's taxable interest
income with respect to the Junior Subordinated Notes would thereafter be
accounted for on an economic accrual basis regardless of such holder's method of
tax accounting, and actual distributions of stated interest would not be
reported as taxable income. Consequently,
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a holder of Preferred Securities would be required to include OID in its gross
income even though NationsBank would not make actual cash payments during an
Extension Period.
The Regulations have not yet been addressed in any rulings or other
interpretations by the Internal Revenue Service ("IRS"), and the IRS could take
a position that the likelihood of deferral is not remote.
Because income on the Preferred Securities will constitute interest or OID,
corporate holders of Preferred Securities will not be entitled to a
dividends-received deduction with respect to any income recognized with respect
to the Preferred Securities.
MARKET DISCOUNT AND BOND PREMIUM
Holders of Preferred Securities other than Initial Holders may be
considered to have acquired their undivided interests in the Junior Subordinated
Notes with market discount or acquisition premium as such phrases are defined
for United States federal income tax purposes. Such holders are advised to
consult their tax advisors as to the income tax consequences of the acquisition,
ownership and disposition of the Preferred Securities.
RECEIPT OF JUNIOR SUBORDINATED NOTES OR CASH UPON LIQUIDATION OF NB CAPITAL
TRUST
NationsBank will have the right at any time to dissolve the Trust and cause
the Junior Subordinated Notes to be distributed to the holders of the Trust
Securities, provided that NationsBank has received prior approval from the
Federal Reserve Board if required. Under current law, such a distribution, for
United States federal income tax purposes, would be treated as a nontaxable
event to each holder, and each holder would receive an aggregate tax basis in
the Junior Subordinated Notes equal to such holder's aggregate tax basis in its
Preferred Securities. A holder's holding period in the Junior Subordinated Notes
so received in liquidation of the Trust would include the period during which
the Preferred Securities were held by such holder. If, however, at the time of
the dissolution of the Trust there has been a Tax Event or similar circumstance
which results in the Trust being treated as an association taxable as a
corporation, the distribution of the Junior Subordinated Notes would likely
constitute a taxable event to holders of Preferred Securities.
Under certain circumstances described herein (see "Description of the
Preferred Securities"), the Junior Subordinated Notes may be redeemed for cash
and the proceeds of such redemption distributed to holders in redemption of
their Preferred Securities. Under current law, such a redemption would, for
United States federal income tax purposes, constitute a taxable disposition of
the redeemed Preferred Securities, and a holder would recognize gain or loss as
if it sold such redeemed Preferred Securities for cash. See "United States
Federal Income Taxation -- Sales of Preferred Securities."
SALES OF PREFERRED SECURITIES
A holder that sells Preferred Securities will recognize gain or loss equal
to the difference between its adjusted tax basis in the Preferred Securities and
the amount realized on the sale of such Preferred Securities (other than with
respect to accrued and unpaid interest which has not yet been included in
income, which will be treated as ordinary income). A holder's adjusted tax basis
in the Preferred Securities generally will be its initial purchase price
increased by OID (if any) previously includable in such holder's gross income to
the date of disposition and decreased by payments received on the Preferred
Securities that are principal payments on the Junior Subordinated Notes. Such
gain or loss generally will be a capital gain or loss and generally will be a
long-term capital gain or loss if the Preferred Securities have been held for
more than one year.
The Preferred Securities may trade at a price that does not accurately
reflect the value of accrued but unpaid interest with respect to the underlying
Junior Subordinated Notes. A holder who uses the accrual method of accounting
for tax purposes (and a cash method holder, if the Junior Subordinated Notes are
deemed to be issued with OID) and who disposes of his Preferred Securities
between record dates for payments of distributions thereon will be required to
include accrued but unpaid interest on the Junior Subordinated Notes through the
date of disposition in income as ordinary income (i.e., interest or, possibly,
OID), and to add such amount to his adjusted tax basis in his pro rata share of
the underlying Junior Subordinated Notes deemed disposed of. To the extent the
selling price is less than the holder's adjusted tax basis (which will include
all accrued but unpaid interest) a holder will recognize a capital loss. Subject
to certain limited exceptions, capital losses cannot be applied to offset
ordinary income for United States federal income tax purposes.
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UNITED STATES ALIEN HOLDERS
For purposes of this discussion, a "United States Alien Holder" is any
corporation, individual, partnership, estate or trust that is, under United
States tax law, a foreign corporation, a non-resident alien individual, a
foreign partnership, or an estate or trust treated as a foreign estate or trust
under Section 7701(a)(31) of the Code.
Under present United States federal income tax law: (i) payments by the
Trust or any of its paying agents to any holder of a Preferred Security who or
which is a United States Alien Holder will not be subject to United States
federal withholding tax; provided that, (a) the beneficial owner of the
Preferred Security does not actually or constructively own 10 percent or more of
the total combined voting power of all classes of stock of NationsBank entitled
to vote, (b) the beneficial owner of the Preferred Security is not a controlled
foreign corporation that is related to NationsBank through stock ownership, and
(c) either (A) the beneficial owner of the Preferred Security certifies to the
Trust or its agent, under penalties of perjury, that it is not a United States
holder and provides its name and address or (B) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "Financial
Institution"), and holds the Preferred Security in such capacity, certifies to
the Trust or its agent, under penalties of perjury, that such statement has been
received from the beneficial owner by it or by a Financial Institution between
it and the beneficial owner and furnishes the Trust or its agent with a copy
thereof; and (ii) a United States Alien Holder of a Preferred Security will not
be subject to United States federal withholding tax on any gain realized upon
the sale or other disposition of a Preferred Security.
PROPOSED TAX LEGISLATION
On March 19, 1996, President Clinton proposed certain tax law changes that
would, among other things, generally deny corporate issuers a deduction for
interest in respect of certain debt obligations issued on or after December 7,
1995 (the "Proposed Legislation") if such debt obligations have a maximum term
in excess of 20 years and are not shown as indebtedness on the issuer's
applicable consolidated balance sheet. On March 29, 1996, Senate Finance
Committee Chairman William V. Roth, Jr. and House Ways and Means Committee
Chairman Bill Archer issued a joint statement (the "Joint Statement") indicating
their intent that certain legislative proposals initiated by the Clinton
administration, including the Proposed Legislation, that may be adopted by
either of the tax-writing committees of Congress would have an effective date
that is no earlier than the date of "appropriate Congressional action." In
addition, subsequent to the publication of the Joint Statement, Senator Daniel
Patrick Moynihan and Representatives Sam M. Gibbons and Charles B. Rangel wrote
letters to Treasury Department officials concurring with the views expressed in
the Joint Statement (the "Democrat Letters"). Based upon the Joint Statement and
the Democrat Letters, it is expected that if the Proposed Legislation were to be
enacted, such legislation would not apply to the Junior Subordinated Notes.
There can be no assurances, however, that the effective date guidance contained
in the Joint Statement and the Democrat Letters will be incorporated into the
Proposed Legislation, if enacted, or that other legislation enacted after the
date hereof will not otherwise adversely affect the ability of the Corporation
to deduct the interest payable on the Junior Subordinated Notes. Accordingly,
there can be no assurance that a Tax Event will not occur. See "Description of
the Preferred Securities -- Tax Event Redemption."
INFORMATION REPORTING TO HOLDERS
Generally, income on the Preferred Securities will be reported to holders
on Forms 1099, which forms should be mailed to holders of Preferred Securities
by January 31 following each calendar year.
BACKUP WITHHOLDING
Payments made on, and proceeds from the sale of, the Preferred Securities
may be subject to a "backup" withholding tax of 31 percent unless the holder
complies with certain identification requirements. Any withheld amounts will be
allowed as a credit against the holder's United States federal income tax,
provided the required information is provided to the Service.
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH
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RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF THE PREFERRED SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER
STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN
UNITED STATES FEDERAL OR OTHER TAX LAWS.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), NB Capital Trust has agreed to sell to each of
the Underwriters named below, and each of the Underwriters, for whom Merrill
Lynch, Pierce, Fenner & Smith Incorporated, are acting as
representatives (the "Representatives"), has severally agreed to purchase the
number of Preferred Securities set forth opposite its name below. In the
Underwriting Agreement, the several Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all the Preferred Securities
offered hereby if any of the Preferred Securities are purchased. In the event of
default by an Underwriter, the Underwriting Agreement provides that, in certain
circumstances, purchase commitments of the nondefaulting Underwriters may be
increased or the Underwriting Agreement may be terminated.
NUMBER OF
UNDERWRITERS PREFERRED SECURITIES
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.....................................................
Total....................................................................
The Representatives have advised the Trust that they propose initially to
offer the Preferred Securities to the public at the public offering price set
forth on the cover page of this Prospectus Supplement, and to certain dealers at
such price less a concession not in excess of $ per Preferred Security. The
Underwriters may allow, and such dealers may reallow, a discount not in excess
of $ per Preferred Security to certain dealers. After the initial public
offering, the public offering price, concessions and discount may be changed.
In view of the fact that the proceeds of the sale of the Preferred
Securities will ultimately be used to purchase the Junior Subordinated Notes of
NationsBank, the Underwriting Agreement provides that NationsBank will pay as
compensation ("Underwriters' Compensation") to the Underwriters arranging the
investment therein of such proceeds, an amount in immediately available funds of
$ per Preferred Security (or $ in the aggregate) for the accounts
of the several Underwriters; provided that, such compensation for sales of
10,000 or more Preferred Securities to any single purchaser will be $ per
Preferred Security. Therefore, to the extent of such sales, the actual amount of
Underwriters' Compensation will be less than the aggregate amount specified in
the preceding sentence.
The Trust has granted the Underwriters an option to purchase up to an
additional Preferred Securities at the initial public offering price
less the underwriting discount. Such option, which expires 30 days from the date
of this Prospectus, may be exercised solely to cover over-allotments. To the
extent that the Underwriters exercise such option, each of the Underwriters will
have a firm commitment, subject to certain conditions, to purchase approximately
the same percentage of the additional Preferred Securities that the number of
Preferred Securities to be purchased initially by the Underwriter is of the
Preferred Securities initially purchased by the Underwriters.
To the extent that the Underwriters exercise their option to purchase
additional Preferred Securities, the Trust shall issue and sell to the
Corporation, additional Common Securities and the Corporation shall issue and
sell to the Trust, Junior Subordinated Notes in an aggregate principal amount
equal to the total aggregate liquidation amount of the additional Preferred
Securities being purchased pursuant to the option.
During a period of 30 days from the date of the Prospectus Supplement,
neither NB Capital Trust nor NationsBank will, without the prior written consent
of the Underwriters, directly or indirectly, sell, offer to sell, grant any
option for sale of, or otherwise dispose of, any Preferred Securities, any
security convertible into
S-33
or exchangeable into or exercisable for Preferred Securities or Junior
Subordinated Notes or any debt securities substantially similar to the Junior
Subordinated Notes or equity securities substantially similar to the Preferred
Securities (except for the Junior Subordinated Notes and the Preferred
Securities offered hereby).
Application has been made to list the Preferred Securities on the New York
Stock Exchange. If such listing is approved, trading of the Preferred Securities
on the New York Stock Exchange is expected to commence within a 30-day period
after the initial delivery of the Preferred Securities. The Representatives have
advised NB Capital Trust that they intend to make a market in the Preferred
Securities prior to the commencement of trading on the New York Stock Exchange.
The Representatives will have no obligation to make a market in the Preferred
Securities, however, and may cease market-making activities, if commenced, at
any time.
Prior to this offering there has been no public market for the Preferred
Securities. In order to meet one of the requirements for listing the Preferred
Securities on the New York Stock Exchange, the Underwriters will undertake to
sell lots of 100 or more Preferred Securities to a minimum of 400 beneficial
holders.
NB Capital Trust and NationsBank have agreed to indemnify the Underwriters
against, or contribute to payments that the Underwriters may be required to make
in respect of, certain liabilities, including liabilities under the Securities
Act.
Certain of the Underwriters engage in transactions with, and, from time to
time, have performed services for, NationsBank and its subsidiaries in the
ordinary course of business.
LEGAL MATTERS
Certain matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon on behalf of the NB Capital Trust by Richards,
Layton & Finger, special Delaware counsel to the NB Capital Trust. The validity
of the Junior Subordinated Notes and the Preferred Securities Guarantees and
certain matters relating thereto will be passed upon for NationsBank by Smith
Helms Mulliss & Moore, L.L.P. and for the underwriters by Stroock & Stroock &
Lavan. Certain United States federal income taxation matters will be passed upon
for NationsBank and the NB Capital Trust by Stroock & Stroock & Lavan, special
tax counsel to NationsBank and the NB Capital Trust. Smith Helms Mulliss &
Moore, L.L.P. and Stroock & Stroock & Lavan will rely on the opinion of
Richards, Layton & Finger as to matters of Delaware law. As of the date of this
Prospectus Supplement, certain members of Smith Helms Mulliss & Moore, L.L.P.
beneficially own approximately 50,000 shares of the Corporation's common stock.
S-34
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED NOVEMBER , 1996
PROSPECTUS
$1,000,000,000
NATIONSBANK(Register mark)
JUNIOR SUBORDINATED NOTES
NB CAPITAL TRUST I
NB CAPITAL TRUST II
NB CAPITAL TRUST III
PREFERRED SECURITIES
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
NATIONSBANK(Register mark)
NationsBank Corporation ("NationsBank" or the "Corporation") may offer from
time to time its subordinated debentures, notes or other evidence of
indebtedness (the "Junior Subordinated Notes") in one or more series and in
amounts, at prices and on terms to be determined at the time of the offering.
The Junior Subordinated Notes when issued will be unsecured obligations of the
Corporation. The Corporation's obligations under the Junior Subordinated Notes
will be subordinate and junior in right of payment to other indebtedness of the
Corporation, as may be described in an accompanying Prospectus Supplement (the
"Prospectus Supplement") and in an aggregate amount to be set forth as of the
most recent practicable date in such Prospectus Supplement.
NB Capital Trust I, NB Capital Trust II and NB Capital Trust III (each, a
"NB Capital Trust"), each a statutory business trust formed under the laws of
the State of Delaware, may offer, from time to time, preferred securities,
representing undivided beneficial interests in the assets of the respective NB
Capital Trust ("Preferred Securities"). The payment of periodic cash
distributions ("distributions") with respect to Preferred Securities of each of
the NB Capital Trusts out of moneys held by each of the NB Capital Trusts, and
payment on liquidation, redemption or otherwise with respect to such Preferred
Securities, will be guaranteed by NationsBank to the extent described herein
(each a "Preferred Securities Guarantee"). See "Description of the Preferred
Securities Guarantees" below. The Corporation's obligations under the Preferred
Securities Guarantees will be subordinate and junior in right of payment to all
other liabilities, including contingent liabilities, of the Corporation and will
rank pari passu with the most senior preferred or preference stock now or
hereafter issued by the Corporation and with any guarantee now or hereafter
entered into by NationsBank in respect of any preferred or preference stock of
any affiliate of the Corporation. Junior Subordinated Notes may be issued and
sold from time to time in one or more series to a NB Capital Trust, or a trustee
of such NB Capital Trust, in connection with the investment of the proceeds from
the offering of Preferred Securities and Common Securities (as defined herein,
together the "Trust Securities") of such NB Capital Trust. The Junior
Subordinated Notes purchased by a NB Capital Trust may be subsequently
distributed pro rata to holders of the Trust Securities in connection with the
dissolution of such NB Capital Trust upon the occurrence of certain events as
may be described in an accompanying Prospectus Supplement. The Junior
Subordinated Notes and the Preferred Securities and the related Preferred
Securities Guarantees are sometimes collectively referred to hereafter as the
"Offered Securities."
Specific terms of the Junior Subordinated Notes of any series or the
Preferred Securities of any NB Capital Trust, the terms of which will mirror the
terms of the Junior Subordinated Notes held by any NB Capital Trust, in respect
of which this prospectus (the "Prospectus") is being delivered will be set forth
in a Prospectus
Supplement with respect to such securities, which will describe, without
limitation and where applicable, the following: (i) in the case of Junior
Subordinated Notes, the specific designation, aggregate principal amount,
denomination, maturity, premium, if any, any exchange, conversion, redemption or
sinking fund provisions, if any, interest rate (which may be fixed or variable),
if any, the time and method of calculating interest payments, if any, dates on
which premium, if any, and interest, if any, will be payable, the right of
NationsBank, if any, to defer payment of interest on the Junior Subordinated
Notes and the maximum length of such deferral period, the initial public
offering price, subordination terms, and any listing on a securities exchange
and other specific terms of the offering; and (ii) in the case of Preferred
Securities, the designation, number of securities, liquidation preference per
security, initial public offering price, any listing on a securities exchange,
distribution rate (or method of calculation thereof), dates on which
distributions shall be payable and dates from which distributions shall accrue,
any voting rights, terms for any conversion or exchange into other securities,
any redemption, exchange or sinking fund provisions, any other rights,
preferences, privileges, limitations or restrictions relating to the Preferred
Securities and the terms upon which the proceeds of the sale of the Preferred
Securities shall be used to purchase a specific series of Junior Subordinated
Notes of NationsBank.
The Offered Securities may be offered in amounts, at prices and on terms to
be determined at the time of offering. The Prospectus Supplement relating to any
series of Offered Securities will contain information concerning certain United
States federal income tax considerations, if applicable to the Offered
Securities.
NationsBank and/or each of the NB Capital Trusts may sell the Offered
Securities directly, through agents designated from time to time, or through
underwriters or dealers. See "Plan of Distribution" below. If any agents of
NationsBank and/or any NB Capital Trust or any underwriters or dealers are
involved in the sale of the Offered Securities, the names of such agents,
underwriters or dealers and any applicable commissions and discounts will be set
forth in any related Prospectus Supplement.
This Prospectus may not be used to consummate sales of securities unless
accompanied by a Prospectus Supplement.
THE OFFERED SECURITIES ARE NOT SAVINGS ACCOUNTS OR BANK DEPOSITS, ARE NOT
OBLIGATIONS OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF
NATIONSBANK (EXCEPT TO THE EXTENT THAT THE PREFERRED SECURITIES
ARE GUARANTEED BY NATIONSBANK AS DESCRIBED HEREIN), ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY AND INVOLVE INVESTMENT
RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH
CAROLINA (THE "COMMISSIONER") OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION, THE COMMISSIONER OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1996
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS OR ANY
ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NATIONSBANK
CORPORATION, ANY OF THE NB CAPITAL TRUSTS OR THE UNDERWRITERS. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT NOR ANY
SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NATIONSBANK
CORPORATION
2
OR ANY OF THE NB CAPITAL TRUSTS SINCE THE DATE HEREOF. THIS PROSPECTUS OR ANY
ACCOMPANYING PROSPECTUS SUPPLEMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION
BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR
IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO
OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed by the Corporation with the
Securities and Exchange Commission (the "Commission") pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), are
incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996;
(c) The Corporation's Current Reports on Form 8-K filed January 12,
1996, February 1, 1996, March 8, 1996, April 17, 1996, May 16, 1996, July
5, 1996, July 31, 1996, September 6, 1996 (as amended by Form 8-K/A-1 filed
September 11, 1996 and Form 8-K/A-2 filed November 13, 1996), September 20,
1996 (as amended by Form 8-K/A filed September 23, 1996), October 25, 1996
and November 14, 1996; and
(d) The description of the Corporation's Common Stock contained in its
registration statement filed pursuant to Section 12 of the 1934 Act, and
any amendment or report filed for the purpose of updating such description,
including the Corporation's Current Report on Form 8-K filed on September
21, 1994.
All reports and any definitive proxy or information statements filed by the
Corporation with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Offered Securities offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN
EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE
IN SUCH DOCUMENTS). WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO JOHN
E. MACK, SENIOR VICE PRESIDENT AND TREASURER, NATIONSBANK CORPORATION,
NATIONSBANK CORPORATE CENTER, CORPORATE TREASURY DIVISION, CHARLOTTE, NORTH
CAROLINA 28255. TELEPHONE REQUESTS MAY BE DIRECTED TO (704) 386-5972.
AVAILABLE INFORMATION
This Prospectus constitutes a part of a combined Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by NationsBank and the NB Capital Trusts with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Offered Securities. This Prospectus does not contain all of the
information set forth in such Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission, although
it does include a summary of the material terms of the Indenture and the
Declarations (each as defined herein). Reference is made to such Registration
Statement and to the exhibits relating thereto for further information with
respect to the NationsBank, the NB Capital Trusts and the Offered Securities.
Any statements contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed with the
Commission or incorporated by reference herein are not necessarily complete,
and, in each instance, reference is made to the copy of such document so filed
for a more complete description of the matter involved. Each such statement is
qualified in its entirety by such reference.
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NationsBank is subject to the informational requirements of the 1934 Act
and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the following public reference
facilities maintained by the Commission: 450 Fifth Street, N.W., Washington,
D.C. 20549; 7 World Trade Center, Suite 1300, New York, New York 10048; and the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material may also be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, upon payment of prescribed rates. The Commission
maintains an Internet web site that contains reports, proxy and information
statements and other information regarding issuers who file electronically with
the Commission. The address of that site is http://www.sec.gov. In addition,
reports, proxy statements and other information concerning NationsBank may be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005 and at the offices of The Pacific Stock Exchange
Incorporated, 301 Pine Street, San Francisco, California 94104.
No separate financial statements of any of the NB Capital Trusts have been
included herein. NationsBank does not consider that such financial statements
would be material to holders of the Preferred Securities because (i) all of the
voting securities of each of the NB Capital Trusts will be owned, directly or
indirectly, by NationsBank, a reporting company under the 1934 Act, (ii) each of
the NB Capital Trusts has no independent operations but exists for the sole
purpose of issuing securities representing undivided beneficial interests in the
assets of such NB Capital Trust and investing the proceeds thereof in Junior
Subordinated Notes issued by NationsBank, and (iii) the Corporation's
obligations described herein and in any accompanying Prospectus Supplement to
provide certain indemnities in respect of and be responsible for certain costs,
expenses, debts and liabilities of each of the NB Capital Trusts under the
Indenture and any supplemental indenture thereto and pursuant to the
Declarations of each NB Capital Trust, the guarantee issued with respect to
Preferred Securities issued by that NB Capital Trust, the Junior Subordinated
Notes purchased by that NB Capital Trust and the related Indenture, taken
together, constitute a full and unconditional guarantee of payments due on the
Preferred Securities. See "Description of the Junior Subordinated Notes" and
"Description of the Preferred Securities Guarantees."
The NB Capital Trusts are not currently subject to the information
reporting requirements of the 1934 Act. The NB Capital Trusts will become
subject to such requirements upon the effectiveness of the Registration
Statement, although they intend to seek and expect to receive exemptions
therefrom.
NATIONSBANK CORPORATION
GENERAL
NationsBank is a multi-bank holding company established as a North Carolina
corporation in 1968 and is registered under the Bank Holding Company Act of
1956, as amended (the "BHCA"), with its principal assets being the stock of its
subsidiaries. Through its banking subsidiaries (the "Banks") and its various
non-banking subsidiaries, NationsBank provides banking and banking-related
services, primarily throughout the Southeast and Mid-Atlantic states and Texas.
The principal executive offices of NationsBank are located at NationsBank
Corporate Center in Charlotte, North Carolina 28255. Its telephone number is
(704) 386-5000.
OPERATIONS
NationsBank provides a diversified range of banking and certain nonbanking
financial services and products through its various subsidiaries. NationsBank
manages its business activities through three major business units: the General
Bank, Global Finance and Financial Services.
The General Bank provides comprehensive services in the commercial and
retail banking fields, including the origination and servicing of home mortgage
loans, the issuance and servicing of credit cards (through a Delaware
subsidiary), indirect lending, dealer finance and certain insurance services.
The General Bank also provides retirement services for defined benefit and
defined contribution plans, full service and discount brokerage services, and
investment advisory services to institutional clients, including advising the
NationsFund family of mutual funds, as well as private banking, fiduciary and
investment management services through subsidiaries of NationsBank. As of
September 30, 1996, the General Bank operated 1,980 banking offices
4
through the following Banks: NationsBank, N.A. (serving the states of North
Carolina, South Carolina, Maryland and Virginia and the District of Columbia);
NationsBank, N.A. (South) (serving the states of Florida and Georgia);
NationsBank of Kentucky, N.A.; NationsBank of Tennessee, N.A.; NationsBank of
Texas, N.A.; and Sun World, N.A. (serving the state of Texas). The General Bank
also provides fully automated, 24-hour cash dispensing and depositing services
throughout the states in which it is located, through 3,609 automated teller
machines.
Global Finance provides comprehensive corporate and investment banking as
well as trading and distribution services to domestic and international
customers. The group serves as a principal lender and investor, as well as an
advisor, arranger and underwriter, and manages treasury and trade transactions
for clients and customers. Loan origination and syndication, asset-backed
lending, leasing, factoring, project finance and mergers and acquisitions are
representative of the services provided by the group. Global Finance also
underwrites, trades and distributes a wide range of securities (including
bank-eligible securities and, to a limited extent, bank-ineligible securities as
authorized by the Board of Governors of the Federal Reserve System (the "Federal
Reserve Board")), and trades and distributes a wide range of derivative products
in certain interest rate, foreign exchange, commodity and equity markets. Global
Finance provides its services through various offices located in major United
States cities as well as in London, Frankfurt, Singapore, Bogota, Mexico City,
Grand Cayman, Nassau, Seoul, Tokyo, Osaka, Taipei and Hong Kong.
Financial Services includes NationsCredit Consumer Corporation, primarily a
consumer finance subsidiary, and NationsCredit Commercial Corporation, primarily
a commercial finance subsidiary. NationsCredit Consumer Corporation, which has
approximately 331 offices located in 36 states, provides personal, mortgage and
automobile loans to consumers and retail finance programs to dealers.
NationsCredit Commercial Corporation consists of seven divisions that specialize
in one or more of the following areas: equipment loans and leasing; loans for
debt restructuring, mergers and acquisitions and working capital; real estate,
golf/recreational and health care financing; and inventory financing to
manufacturers, distributors and dealers.
As part of its operations, NationsBank regularly evaluates the potential
acquisition of, and holds discussions with, various financial institutions and
other businesses of a type eligible for bank holding company investment. In
addition, NationsBank regularly analyzes the values of, and submits bids for,
the acquisition of customer-based funds and other liabilities and assets of such
financial institutions and other businesses. As a general rule, NationsBank
publicly announces such material acquisitions when a definitive agreement has
been reached.
SUPERVISION AND REGULATION
GENERAL. As a registered bank holding company, NationsBank is subject to
the supervision of, and to regular inspection by, the Federal Reserve Board. The
Banks are organized as national banking associations, which are subject to
regulation, supervision and examination by the Office of the Comptroller of the
Currency (the "Comptroller"). The Banks are also subject to regulation by the
Federal Deposit Insurance Corporation (the "FDIC") and other federal regulatory
agencies. In addition to banking laws, regulations and regulatory agencies,
NationsBank and its subsidiaries and affiliates are subject to various other
laws and regulations and supervision and examination by other regulatory
agencies, all of which directly or indirectly affect the Corporation's
operations, management and ability to make distributions. The following
discussion summarizes certain aspects of those laws and regulations that affect
NationsBank.
Under the BHCA, the activities of NationsBank, and those of companies which
it controls or in which it holds more than 5% of the voting stock, are limited
to banking or managing or controlling banks or furnishing services to or
performing services for its subsidiaries, or any other activity which the
Federal Reserve Board determines to be so closely related to banking or managing
or controlling banks as to be a proper incident thereto. In making such
determinations, the Federal Reserve Board is required to consider whether the
performance of such activities by a bank holding company or its subsidiaries can
reasonably be expected to produce benefits to the public such as greater
convenience, increased competition or gains in efficiency that outweigh possible
adverse effects, such as undue concentration of resources, decreased or unfair
competition, conflicts of interest or unsound banking practices. Generally, bank
holding companies, such as NationsBank, are required to obtain prior approval of
the Federal Reserve Board to engage in any new activity not previously approved
by the Federal Reserve Board or to acquire more than 5% of any class of voting
stock of any company.
5
The BHCA also requires bank holding companies to obtain the prior approval
of the Federal Reserve Board before acquiring more than 5% of any class of
voting stock of any bank which is not already majority-owned by the bank holding
company. Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Interstate Banking and Branching Act"), a bank holding company
became able to acquire banks in states other than its home state beginning
September 29, 1995, without regard to the permissibility of such acquisition
under state law, but subject to any state requirement that the bank has been
organized and operating for a minimum period of time, not to exceed five years,
and the requirement that the bank holding company, prior to or following the
proposed acquisition, controls no more than 10% of the total amount of deposits
of insured depository institutions in the United States and no more than 30% of
such deposits in that state (or such lesser or greater amount set by state law).
The Interstate Banking and Branching Act also authorizes banks to merge
across state lines, therefore creating interstate branches, beginning June 1,
1997. Under such legislation, each state has the opportunity either to "opt out"
of this provision, thereby prohibiting interstate branching in such states, or
to "opt in" at an earlier time, thereby allowing interstate branching within
that state prior to June 1, 1997. Furthermore, pursuant to such act, a bank is
now able to open new branches in a state in which it does not already have
banking operations if the laws of such state permit such DE NOVO branching. Of
those states in which the Banks are located, Delaware, Maryland, North Carolina
and Virginia have enacted legislation to "opt in," thereby permitting interstate
branching prior to June 1, 1997, and Texas has adopted legislation to "opt out"
of the interstate branching provisions (which Texas law currently expires on
September 2, 1999).
As previously described, NationsBank regularly evaluates merger and
acquisition opportunities, and it anticipates that it will continue to evaluate
such opportunities in light of the new legislation.
Proposals to change the laws and regulations governing the banking industry
are frequently introduced in Congress, in the state legislatures and before the
various bank regulatory agencies.
CAPITAL AND OPERATIONAL REQUIREMENTS. The Federal Reserve Board, the
Comptroller and the FDIC have issued substantially similar risk-based and
leverage capital guidelines applicable to United States banking organizations.
In addition, those regulatory agencies may from time to time require that a
banking organization maintain capital above the minimum levels, whether because
of its financial condition or actual or anticipated growth.
The Federal Reserve Board risk-based guidelines define a two-tier capital
framework. Tier 1 capital consists of common and qualifying preferred
shareholders' equity, less certain intangibles and other adjustments. Tier 2
capital consists of subordinated and other qualifying debt, and the allowance
for credit losses up to 1.25% of risk-weighted assets. The sum of Tier 1 and
Tier 2 capital less investments in unconsolidated subsidiaries represents
qualifying total capital, at least 50% of which must consist of Tier 1 capital.
Risk-based capital ratios are calculated by dividing Tier 1 and total capital by
risk-weighted assets. Assets and off-balance sheet exposures are assigned to one
of four categories of risk-weights, based primarily on relative credit risk. The
minimum Tier 1 capital ratio is 4% and the minimum total capital ratio is 8%.
The Corporation's Tier 1 and total risk-based capital ratios under these
guidelines at September 30, 1996 were 7.05% and 12.05%, respectively.
The leverage ratio is determined by dividing Tier 1 capital by adjusted
average total assets. Although the stated minimum ratio is 3%, most banking
organizations are required to maintain ratios of at least 100 to 200 basis
points above 3%. The Corporation's leverage ratio at September 30, 1996 was
6.30%. Management believes that NationsBank meets its leverage ratio
requirement.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, identifies five capital categories for insured
depository institutions (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized) and requires the respective Federal regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements within such
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Failure to meet the capital guidelines could
also subject a banking institution to capital raising requirements. An
"undercapitalized" bank must develop a capital restoration plan and its
6
parent holding company must guarantee that bank's compliance with the plan. The
liability of the parent holding company under any such guarantee is limited to
the lesser of 5% of the bank's assets at the time it became "undercapitalized"
or the amount needed to comply with the plan. Furthermore, in the event of the
bankruptcy of the parent holding company, such guarantee would take priority
over the parent's general unsecured creditors. In addition, FDICIA requires the
various regulatory agencies to prescribe certain non-capital standards for
safety and soundness relating generally to operations and management, asset
quality and executive compensation and permits regulatory action against a
financial institution that does not meet such standards.
The various regulatory agencies have adopted substantially similar
regulations that define the five capital categories identified by FDICIA, using
the total risk-based capital, Tier 1 risk-based capital and leverage capital
ratios as the relevant capital measures. Such regulations establish various
degrees of corrective action to be taken when an institution is considered
undercapitalized. Under the regulations, a "well capitalized" institution must
have a Tier 1 capital ratio of at least 6%, a total capital ratio of at least
10% and a leverage ratio of at least 5% and not be subject to a capital
directive order. An "adequately capitalized" institution must have a Tier 1
capital ratio of at least 4%, a total capital ratio of at least 8% and a
leverage ratio of at least 4%, or 3% in some cases. Under these guidelines, as
of September 30, 1996, each of the Banks was considered well capitalized.
Banking agencies have recently adopted final regulations which mandate that
regulators take into consideration concentrations of credit risk and risks from
non-traditional activities, as well as an institution's ability to manage those
risks, when determining the adequacy of an institution's capital. This
evaluation will be made as a part of the institution's regular safety and
soundness examination. Banking agencies also have recently adopted final
regulations requiring regulators to consider interest rate risk (when the
interest rate sensitivity of an institution's assets does not match the
sensitivity of its liabilities or its off-balance-sheet position) in the
evaluation of a bank's capital adequacy. Concurrently, banking agencies have
proposed a methodology for evaluating interest rate risk. After gaining
experience with the proposed measurement process, these banking agencies intend
to propose further regulations to establish an explicit risk-based capital
charge for interest rate risk.
DISTRIBUTIONS. The Corporation's funds for cash distributions to its
shareholders are derived from a variety of sources, including cash and temporary
investments. The primary source of such funds, however, is dividends received
from the Banks. The amount of dividends that each Bank may declare in a calendar
year without approval of the Comptroller is the Bank's net profits for that
year, as defined by statute, combined with its net retained profits, as defined,
for the preceding two years. In addition, from time to time NationsBank applies
for, and may receive, permission from the Comptroller for one or more of the
Banks to declare special dividends. As of January 1, 1996, the Banks can
initiate dividend payments without prior regulatory approval of up to $905
million plus an additional amount equal to their net profits for 1996 up to the
date of any such dividend declaration.
In addition to the foregoing, the ability of NationsBank and the Banks to
pay dividends may be affected by the various minimum capital requirements and
the capital and non-capital standards established under FDICIA as described
above. Furthermore, the Comptroller may prohibit the payment of a dividend by a
national bank if it determines that such payment would constitute an unsafe or
unsound practice. The right of NationsBank, its shareholders and its creditors
to participate in any distribution of the assets or earnings of its subsidiaries
is further subject to the prior claims of creditors of the respective
subsidiaries.
SOURCE OF STRENGTH. According to Federal Reserve Board policy, bank holding
companies are expected to act as a source of financial strength to each
subsidiary bank and to commit resources to support each such subsidiary. This
support may be required at times when a bank holding company may not be able to
provide such support. In the event of a loss suffered or anticipated by the
FDIC -- either as a result of default of a banking or thrift subsidiary of
NationsBank or related to FDIC assistance provided to a subsidiary in danger of
default -- the other Banks may be assessed for the FDIC's loss, subject to
certain exceptions.
7
THE TRUSTS
Each of the NB Capital Trusts is a statutory business trust formed under
Delaware law pursuant to (i) a separate declaration of trust executed by the
Corporation, as sponsor for such trust (the "Sponsor") and the NB Trustees (as
defined herein) for such trust and (ii) the filing of a separate certificate of
trust with the Delaware Secretary of State. The declarations of trust with
respect to each of the NB Capital Trusts have identical terms (except with
respect to the name of the NB Capital Trust to which it relates) and each is
referred to as a "Declaration". Each NB Capital Trust exists for the exclusive
purposes of (i) issuing the Preferred Securities and common securities
representing undivided beneficial interests in the assets of such Trust (the
"Common Securities" and, together with the Preferred Securities, the "Trust
Securities"), (ii) investing the gross proceeds from the sale of the Trust
Securities in the purchase of Junior Subordinated Notes, and (iii) engaging in
only those other activities necessary or incidental thereto. The Common
Securities will rank pari passu, and payments will be made thereon pro rata,
with the Preferred Securities except that upon an event of default under the
Declaration with respect thereto, the rights of the holders of the Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the Preferred Securities. The Corporation will, directly or indirectly, purchase
and own all of the Common Securities of each NB Capital Trust, which will
represent an aggregate liquidation amount equal to at least 3 percent of the
total capital of each NB Capital Trust. Each NB Capital Trust has a term of
approximately 55 years, but may earlier terminate as provided in the
Declaration. Each NB Capital Trust's business and affairs will be conducted by
the trustees (the "NB Trustees") appointed by the Corporation, as the direct or
indirect holder of all the Common Securities. The holder of the Common
Securities will be entitled to appoint, remove or replace any of, or increase or
reduce the number of, the NB Trustees of a NB Capital Trust. The duties and
obligations of the NB Trustees shall be governed by the Declaration of such NB
Capital Trust. One or more of the NB Trustees (the "Regular Trustees") of each
NB Capital Trust will be persons who are employees or officers of or who are
otherwise affiliated with the Corporation. One NB Trustee of each NB Capital
Trust will be a financial institution which will be unaffiliated with the
Corporation and which shall act as property trustee under the Declaration and as
indenture trustee (the "Property Trustee") for purposes of compliance with the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), pursuant to
the terms set forth in a Prospectus Supplement. The Property Trustee will hold
title to the Junior Subordinated Notes for the benefit of the holders of the
Trust Securities and will have the power to exercise all rights, power and
privileges under the Indenture as the holder of the Junior Subordinated Notes.
In addition, the Property Trustee will maintain exclusive control of a
segregated non-interest bearing bank account (the "Property Account") to hold
all payments made in respect of the Junior Subordinated Notes for the benefit of
the holders of Trust Securities. The Property Trustee will make payments of
distributions and payments on liquidation, redemption or otherwise to the
holders of the Trust Securities out of funds from the Property Account. In
addition, unless the Property Trustee maintains a principal place of business in
the State of Delaware, and otherwise meets the requirements of applicable law,
one NB Trustee of each NB Capital Trust will have its principal place of
business or reside in the State of Delaware (the "Delaware Trustee"). The
Corporation will pay all fees and expenses related to the NB Capital Trusts and
the offering of Trust Securities. The office of the Delaware Trustee for each NB
Capital Trust in the State of Delaware is The Bank of New York (Delaware), White
Clay Center, Route 273, Newark, Delaware 19711. The principal place of business
of each NB Capital Trust shall be c/o NationsBank Corporation, Corporate
Treasury Division, NationsBank Corporate Center, Charlotte, North Carolina
28255.
USE OF PROCEEDS
Each NB Capital Trust will use the gross proceeds received from the sale of
the Preferred Securities to purchase Junior Subordinated Notes from NationsBank.
NationsBank intends to add the net proceeds from the sale of the Junior
Subordinated Notes to its general funds, to be used for general corporate
purposes, including the Corporation's working capital needs, the funding of
investments in, or extensions of credit to, its banking and nonbanking
subsidiaries, possible acquisitions of other financial institutions or their
assets or liabilities, possible acquisitions of or investments in other
businesses of a type eligible for bank holding companies and possible reduction
of outstanding indebtedness or repurchase of outstanding equity securities of
the Corporation. Pending such use, the Corporation may temporarily invest the
net proceeds in investment grade securities. The Corporation may, from time to
time, engage in additional capital financings of a character and
8
in amounts to be determined by the Corporation in light of its needs at such
time or times and in light of prevailing market conditions. If the Corporation
elects at the time of issuance of Junior Subordinated Notes to make different or
more specific use of proceeds other than that set forth herein, such use will be
described in the applicable Prospectus Supplement.
RATIOS OF EARNINGS TO FIXED CHARGES
The following are the Corporation's consolidated ratios of earnings to
fixed charges and ratios of earnings to combined fixed charges and preferred
stock dividend requirements for the nine months ended September 30, 1996 and for
each of the years in the five-year period ended December 31, 1995:
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1996 1995 1994 1993 1992 1991
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits...................................... 1.8 1.7 1.9 2.3 2.4 1.1
Including interest on deposits...................................... 1.5 1.4 1.5 1.5 1.4 1.0
Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends:
Excluding interest on deposits...................................... 1.8 1.6 1.8 2.3 2.3 1.1
Including interest on deposits...................................... 1.5 1.4 1.5 1.5 1.4 1.0
For purposes of computing the consolidated ratios, earnings represent net
income of the Corporation plus applicable income taxes and fixed charges, less
capitalized interest and the equity in undistributed earnings of unconsolidated
subsidiaries and associated companies. Fixed charges represent interest expense
(exclusive of interest on deposits in one case and inclusive of such interest in
the other), capitalized interest, amortization of debt discount and appropriate
issuance costs and one-third (the amount deemed to represent an appropriate
interest factor) of net rent expense under all lease commitments. Preferred
stock dividend requirements represent dividend requirements on the outstanding
preferred stock adjusted to reflect the pre-tax earnings that would be required
to cover such dividend requirements.
9
PLAN OF DISTRIBUTION
NationsBank may sell the Junior Subordinated Notes and any NB Capital Trust
may sell Preferred Securities in any of, or any combination of, the following
ways: (i) directly to purchasers, (ii) through agents, (iii) through
underwriters, and (iv) through dealers.
Offers to purchase Offered Securities may be solicited directly by
NationsBank and/or any NB Capital Trust, as the case may be, or by agents
designated by NationsBank and/or any NB Capital Trust, as the case may be, from
time to time. Any such agent, who may be deemed to be an underwriter as that
term is defined in the Securities Act, involved in the offer or sale of the
Offered Securities in respect of which this Prospectus is delivered will be
named, and any commissions payable by NationsBank to such agent will be set
forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agency will be acting in a best efforts basis
for the period of its appointment (ordinarily five business days or less).
Agents, dealers and underwriters may be customers of, engage in transactions
with, or perform services for the Corporation in the ordinary course of
business.
If an underwriter or underwriters are utilized in the sale of the Offered
Securities, NationsBank and/or the NB Capital Trust as to which such Offered
Securities relate, will execute an underwriting agreement with such underwriters
at the time of sale to them and the names of the underwriters and the terms of
the transaction will be set forth in the Prospectus Supplement, which will be
used by the underwriters to make releases of the Offered Securities in respect
of which this Prospectus is delivered to the public.
If a dealer is utilized in the sale of the Offered Securities in respect of
which this Prospectus is delivered, NationsBank and/or any NB Capital Trust, as
the case may be, will sell such Offered Securities to the dealer, as principal.
The dealer may then resell such Offered Securities to the public at varying
prices to be determined by such dealer at the time of resale. The name of the
dealer and the terms of the transaction will be set forth in the Prospectus
Supplement.
Agents, underwriters, and dealers may be entitled under the relevant
agreements to indemnification by NationsBank and/or any NB Capital Trust, as the
case may be, against certain liabilities, including liabilities under the
Securities Act.
The place and time of delivery for the Offered Securities in respect of
which this Prospectus is delivered are set forth in the accompanying Prospectus
Supplement.
10
DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES
THE FOLLOWING DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES SETS FORTH
CERTAIN GENERAL TERMS AND PROVISIONS OF THE JUNIOR SUBORDINATED NOTES TO WHICH
ANY PROSPECTUS SUPPLEMENT MAY RELATE. THE PARTICULAR TERMS OF THE JUNIOR
SUBORDINATED NOTES OFFERED BY ANY PROSPECTUS SUPPLEMENT AND THE EXTENT, IF ANY,
TO WHICH SUCH GENERAL PROVISIONS MAY APPLY TO THE JUNIOR SUBORDINATED NOTES SO
OFFERED WILL BE DESCRIBED IN THE PROSPECTUS SUPPLEMENT RELATING TO SUCH JUNIOR
SUBORDINATED NOTES.
Junior Subordinated Notes may be issued from time to time in one or more
series under an Indenture (the "Indenture"), between the Corporation and The
Bank of New York, as Trustee (in such capacity, the "Debt Trustee"). The
Indenture is incorporated by reference in the Registration Statement of which
this Prospectus forms a part. The terms of the Junior Subordinated Notes will
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act. The following summary of certain
provisions of the Indenture does not purport to be complete and is subject in
all respects to the provisions of, and is qualified in its entirety by reference
to, the Indenture, and the Trust Indenture Act. Unless otherwise indicated
capitalized terms shall have the meanings ascribed to them in the Indenture.
GENERAL
The Junior Subordinated Notes will be unsecured, subordinated obligations
of the Corporation. The Indenture does not limit the aggregate principal amount
of Junior Subordinated Notes which may be issued thereunder and provides that
the Junior Subordinated Notes may be issued from time to time in one or more
series. The Subordinated Notes are issuable in one or more series pursuant to an
indenture supplemental to the Indenture or a resolution of the Corporation's
Board of Directors or a special committee appointed thereby (each, a
"Supplemental Indenture").
In the event Junior Subordinated Notes are issued to a NB Capital Trust or
a trustee of such trust in connection with the issuance of Trust Securities by
such NB Capital Trust, such Junior Subordinated Notes subsequently may be
distributed pro rata to the holders of such Trust Securities in connection with
the dissolution of such NB Capital Trust upon the occurrence of certain events
described in the Prospectus Supplement relating to such Trust Securities. Only
one series of Junior Subordinated Notes will be issued to a NB Capital Trust or
a trustee of such trust in connection with the issuance of Trust Securities by
such NB Capital Trust.
Reference is made to the Prospectus Supplement relating to the particular
Junior Subordinated Notes being offered thereby for the following terms: (i) the
designation of such Junior Subordinated Notes; (ii) the aggregate principal
amount of such Junior Subordinated Notes; (iii) the percentage of their
principal amount at which such Junior Subordinated Notes will be issued; (iv)
the date or dates on which such Junior Subordinated Notes will mature and the
right, if any, to extend such date or dates; (v) the rate or rates, if any, per
annum, at which such Junior Subordinated Notes will bear interest, or the method
of determination of such rate or rates; (vi) the date or dates from which such
interest shall accrue, the interest payment dates on which such interest will be
payable or the manner of determination of such interest payment dates and the
record dates for the determination of holders to whom interest is payable on any
such interest payment dates; (vii) the right to extend the interest payment
periods and the duration of such extension; (viii) provisions for a sinking
purchase or other analogous fund, if any; (ix) the period or periods, if any,
within which, the price or prices of which, and the terms and conditions upon
which such Subordinated Notes may be redeemed, in whole or in part, at the
option of the Corporation or the holder; (x) the form of such Junior
Subordinated Notes; and (xi) any other specific terms of the Junior Subordinated
Notes. Principal, premium, if any, and interest, if any, will be payable, and
the Junior Subordinated Notes offered hereby will be transferable, at the
corporate trust office of the Debt Trustee in New York, New York, provided that
payment of interest, if any, may be made at the option of the Corporation by
check mailed to the address of the person entitled thereto as it appears in the
Security Register.
The ability of NationsBank to make payments of principal of (and premium,
if any, on) and any interest on the Junior Subordinated Notes may be affected by
the ability of the Banks to pay dividends. The ability of the Banks, as well as
of the Corporation, to pay dividends in the future currently is, and could be
further, influenced by bank regulatory requirements and capital guidelines. See
"NATIONSBANK CORPORATION -- Supervision and Regulation."
11
The covenants contained in the Indenture would not necessarily afford
protection to holders of the Junior Subordinated Notes in the event of a decline
in credit quality resulting from takeovers, recapitalization or similar
restructuring.
FORM, EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise specified in the applicable Prospectus Supplement, the
Junior Subordinated Notes will be issued in fully registered form without
coupons and in denominations of $1,000 and multiples of $1,000. No service
charge will be made for any transfer or exchange of the Junior Subordinated
Notes, but the Corporation or the Debt Trustee may require payment of a sum
sufficient to cover any tax or other government charge payable in connection
therewith.
Unless otherwise provided in the applicable Prospectus Supplement,
principal and premium, if any, or interest, if any, will be payable and the
Junior Subordinated Notes may be surrendered for payment or transferred at the
offices of the Debt Trustee as paying and authenticating agent, provided that
payment of interest on registered securities that are not issued to a NB Capital
Trust may be made at the option of the Corporation by check mailed to the
address of the person entitled thereto as it appears in the Security Register.
BOOK-ENTRY JUNIOR SUBORDINATED NOTES
The Junior Subordinated Notes of a series may be issued in whole or in part
in the form of one or more Global Securities that will be deposited with, or on
behalf of, a depositary (the "Global Depositary"), or its nominee, identified in
the Prospectus Supplement relating to such series. In such case, one or more
Global Securities will be issued in a denomination or aggregate denomination
equal to the portion of the aggregate principal amount of Outstanding Junior
Subordinated Notes of the series to be represented by such Global Security or
Securities. Unless and until it is exchanged in whole or in part for Junior
Subordinated Notes in definitive registered form, a Global Security may not be
registered for transfer or exchange except as a whole by the Global Depositary
for such Global Security to a nominee for such Global Depositary and except in
the circumstances described in the applicable Prospectus Supplement.
The specific terms of the depositary arrangement with respect to any
portion of a series of Subordinated Notes to be represented by a Global Security
and a description of the Global Depositary will be provided in the applicable
Prospectus Supplement.
SUBORDINATION
The Junior Subordinated Notes will be subordinated and junior in right of
payment to other indebtedness of the Corporation to the extent set forth in the
applicable Prospectus Supplement.
CERTAIN COVENANTS OF THE CORPORATION
If Junior Subordinated Notes are issued to a NB Capital Trust or a trustee
of such trust in connection with the issuance of Trust Securities by such NB
Capital Trust and (i) there shall have occurred any event that would constitute
an Event of Default (as defined herein) or (ii) the Corporation shall be in
default with respect to its payment of any obligations under the related
Preferred Securities Guarantee or Common Securities Guarantee, or (iii) the
Corporation shall have given notice to its election to defer payments of
interest on such Junior Subordinated Notes by extending the interest payment
period as provided in the Indenture and such period, or any extension thereof,
shall be continuing, then (a) the Corporation shall not declare or pay any
dividend on, make any distributions with respect to, or redeem, purchase or make
a liquidation payment with respect to, any of its capital stock (other than (i)
purchases or acquisitions of shares of NationsBank Common Stock in connection
with the satisfaction by NationsBank of its obligations under any employee
benefit plans, (ii) as a result of a reclassification of NationsBank capital
stock or the exchange or conversion of one class or series of NationsBank
capital stock for another class or series of NationsBank capital stock or (iii)
the purchase of fractional interests in shares of NationsBank capital stock
pursuant to an acquisition or the conversion or exchange provisions of such
NationsBank capital stock or the security being converted or exchanged
("Permitted Purchases/Exchanges")) or make any guarantee payments with respect
to the foregoing and (b) the Corporation shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem
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any debt securities (including guarantees) issued by the Corporation which rank
pari passu with or junior to such Junior Subordinated Notes.
If Junior Subordinated Notes are issued to a NB Capital Trust or a trustee
of such trust in connection with the issuance of Trust Securities by such NB
Capital Trust, for so long as such Trust Securities remain outstanding, the
Corporation will covenant (i) to directly or indirectly maintain 100 percent
ownership of the Common Securities of such NB Capital Trust; provided, however,
that any permitted successor of the Corporation under the Indenture may succeed
to the Corporation's ownership of such Common Securities, (ii) to use its
reasonable efforts to cause such NB Capital Trust (a) to remain a statutory
business trust, except in connection with the distribution of Junior
Subordinated Notes to the holders of Trust Securities in liquidation of such NB
Capital Trust, the redemption of all of the Trust Securities of such NB Capital
Trust, or certain mergers, consolidations or amalgamations, each as permitted by
the Declaration of such NB Capital Trust, and (b) to otherwise continue not to
be classified as an association taxable as a corporation or partnership for
United States federal income tax purposes and (iii) to use its reasonable
efforts to cause each holder of Trust Securities to be treated as owning an
undivided beneficial interest in the Junior Subordinated Notes.
LIMITATION ON MERGERS AND SALES OF ASSETS
The Corporation shall not consolidate with, or merge into, any corporation
or convey or transfer its properties and assets substantially as an entirety to
any Person unless (a) the successor entity shall be a corporation organized
under the laws of the United States or any State or the District of Columbia and
shall expressly assume the obligations of the Corporation under the Indenture
and the Preferred Securities Guarantees and (b) after giving effect thereto, no
Default shall have occurred and be continuing under the Indenture.
EVENTS OF DEFAULT, WAIVER AND NOTICE
The Indenture provides that any one or more of the following described
events which has occurred and is continuing constitutes an "Event of Default"
with respect to each series of Junior Subordinated Notes:
(a) certain events of bankruptcy, insolvency or reorganization of the
Corporation; or
(b) in the event Junior Subordinated Notes are issued to a NB Capital Trust
or a trustee of such trust in connection with the issuance of Trust Securities
by such NB Capital Trust, the voluntary or involuntary dissolution, winding-up
or termination of such NB Capital Trust, except in connection with the
distribution of Junior Subordinated Notes to the holders of Trust Securities in
liquidation of such NB Capital Trust, the redemption of all of the Trust
Securities of such NB Capital Trust, or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of such NB Capital Trust.
The Indenture provides that the Debt Trustee may withhold notice of an
Indenture Event of Default to the holders of a series of Subordinated Notes
(except in payment of principal or of interest or premium on the Junior
Subordinated Notes) if the Trustee considers it in the interest of such holders
to do so.
The Indenture provides that, if an Indenture Event of Default on any series
of Junior Subordinated Notes shall have occurred and be continuing, either the
Debt Trustee or the holders of 25 percent in principal amount of the Junior
Subordinated Notes of such series then outstanding may declare the principal
(or, if the Junior Subordinated Notes of such series, are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) of all Junior Subordinated Notes to be due and payable
immediately. The holders or a majority in aggregate outstanding principal amount
of such series of Junior Subordinated Notes may annul such declaration and waive
the default if the default, other than default in payment of the principal of,
or interest or premiums on, such series of Junior Subordinated Notes.
The holders of a majority in principal amount of the Subordinated Notes of
any and all series affected and then outstanding shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Debt Trustee under the Indenture, provided that the holders of the Junior
Subordinated Notes shall have offered to the Debt Trustee reasonable indemnity
against expenses and liabilities. Notwithstanding the foregoing, subject to the
subordination provisions set forth in a Prospectus Supplement, the right of any
holder of Junior Subordinated Notes to receive payment of the principal of and
interest on such Junior Subordinated Notes on or after the due dates therefor,
as the same may be extended in accordance with the terms of such Junior
Subordinated Notes, or to institute suit for the enforcement of any such payment
13
provisions, shall not be impaired or affected without the consent of such
holder. If the Junior Subordinated Notes are issued to a NB Capital Trust, the
same rights with respect to the Junior Subordinated Notes will extend to the
holders of the Preferred Securities issued by such Trust. The Indenture requires
the annual filing by the Company with the Debt Trustee of a certificate as to
the absence of certain defaults under the Indenture.
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Corporation and the Debt
Trustee, with the consent of the holders of not less than a majority in
principal amount of the Junior Subordinated Notes of all series affected by such
modification at the time outstanding, to modify the Indenture or any
supplemental indenture or the rights of the holders of the Junior Subordinated
Notes; provided that no such modification shall (i) extend the fixed maturity of
any Security, or reduce the principal amount thereof (including in the case of a
discounted Security the amount payable thereon in the event of acceleration or
the amount provable in bankruptcy) or any redemption premium thereon, or reduce
the rate or extend the time of payment of interest thereon, or make the
principal of, or interest or premium on, the Junior Subordinated Notes payable
in any coin or currency other than that provided in the Subordinated Notes, or
impair or affect the right of any holder of Subordinated Notes to institute suit
for the payment thereof or the right of prepayment, if any, at the option of the
holder, without the consent of the holder of each Security so affected, or (ii)
reduce the aforesaid percentage of Subordinated Notes the consent of the holders
of which is required for any such modification without the consent of the
holders of each Security affected.
DEFEASANCE AND DISCHARGE
The Indenture provides that the Corporation (a) will be Discharged from any
and all obligations in respect of the Junior Subordinated Notes of a series
(except for certain obligations to register the transfer or exchange of Junior
Subordinated Notes, replace stolen, lost or mutilated Junior Subordinated Notes,
maintain paying agencies and hold moneys for payment in trust) or (b) need not
comply with certain restrictive covenants of the Indenture (including those
described under "Certain Covenants of the Corporation"), in each case if the
Corporation, at its option, deposits, in trust with the Debt Trustee or the
Defeasance Agent, money or U.S. Government Obligations which through the payment
of interest thereon and principal thereof in accordance with their terms will
provide money, in an amount sufficient to pay all the principal of, and interest
and premium, if any, on, the Junior Subordinated Notes of such series on the
dates such payments are due in accordance with the terms of such Junior
Subordinated Notes. To exercise any such option, the Corporation is required to
deliver to the Debt Trustee and the Defeasance Agent, if any, an opinion of
counsel to the effect that (i) the deposit and related defeasance would not
cause the holders of the Junior Subordinated Notes of such series to recognize
income, gain or loss for United States federal income tax purposes and, in the
case of a Discharge pursuant to clause (a), such opinion shall be accompanied by
a private letter ruling to that effect received by the Corporation from the
United States Internal Revenue Service or a revenue ruling pertaining to a
comparable form of transaction to that effect published by the United States
Internal Revenue Service, and (ii) if listed on any national securities
exchange, such Junior Subordinated Notes would not be delisted from such
exchange as a result of the exercise of such option.
GOVERNING LAW
The Indenture and the Junior Subordinated Notes will be governed by, and
construed in accordance with, the internal laws of the State of New York.
THE DEBT TRUSTEE
The Corporation and certain of its affiliates have from time to time
maintained deposit accounts and conducted other banking transactions with the
Debt Trustee and its affiliated entities in the ordinary course of business. The
Debt Trustee also serves as trustee for certain series of the Corporation's
outstanding indebtedness under other indentures.
14
DESCRIPTION OF THE PREFERRED SECURITIES
Each NB Capital Trust may issue, from time to time, only one series of
Preferred Securities having terms described in the Prospectus Supplement
relating thereto. The Declaration of each NB Capital Trust authorizes the
Regular Trustees of that NB Capital Trust to issue on behalf of the NB Capital
Trust one series of Preferred Securities. The Declaration will be qualified as
an indenture under the Trust Indenture Act. The Bank of New York will act as
Indenture Trustee for the purposes of the Trust Indenture Act. The Preferred
Securities will have such terms, including distributions, redemption, voting,
liquidation rights and such other preferred, deferred or other special rights or
such restrictions as shall be set forth in the Declaration or made part of the
Declaration by the Trust Indenture Act and which will mirror the terms of the
Subordinated Notes held by that NB Capital Trust and described in the Prospectus
Supplement relating thereto. Reference is made to the Prospectus Supplement
relating to the Preferred Securities of the NB Capital Trust for specific terms,
including (i) the distinctive designation of such Preferred Securities; (ii) the
number of Preferred Securities issued by such NB Capital Trust; (iii) the annual
distribution rate (or method of determining such rate) for Preferred Securities
issued by such NB Capital Trust and the date or dates upon which such
distributions shall be payable; provided, however, that distributions on such
Preferred Securities shall be payable on a quarterly basis to holders of such
Preferred Securities as of a record date in each quarter during which such
Preferred Securities are outstanding; (iv) whether distributions on Preferred
Securities issued by such NB Capital Trust shall be cumulative, and, in the case
of Preferred Securities having cumulative distribution rights, the date or dates
or method of determining the date or dates from which distributions on Preferred
Securities issued by such NB Capital Trust shall be cumulative; (v) the amount
or amounts which shall be paid out of the assets of such NB Capital Trust to the
holders of Preferred Securities of such NB Capital Trust upon voluntary or
involuntary dissolution, winding-up or termination of such NB Capital Trust;
(vi) the obligation, if any, of such NB Capital Trust to purchase or redeem
Preferred Securities issued by such NB Capital Trust and the price or prices at
which, the period or periods within which, and the terms and conditions upon
which, Preferred Securities issued by such NB Capital Trust shall be purchased
or redeemed, in whole or in part, pursuant to such obligation; (vii) the voting
rights, if any, of Preferred Securities issued by such NB Capital Trust in
addition to those required by law, including the number of votes per Preferred
Security and any requirement for the approval by the holders of Preferred
Securities, or of Preferred Securities issued by one or more NB Capital Trusts,
or of both, as a condition to specified action or amendments to the Declaration
of such NB Capital Trust; (viii) the terms and conditions, if any, upon which
the Junior Subordinated Notes may be distributed to holders of Preferred
Securities; (ix) if applicable, any securities exchange upon which the Preferred
Securities shall be listed; and (x) any other relevant rights, preferences,
privileges, limitations or restrictions of Preferred Securities issued by such
NB Capital Trust not inconsistent with the Declaration of such NB Capital Trust
or with applicable law. All Preferred Securities offered hereby will be
guaranteed by the Corporation to the extent set forth below under "Description
of the Preferred Securities Guarantees." Certain United States federal income
tax considerations applicable to any offering of Preferred Securities will be
described in the Prospectus Supplement relating thereto.
The Declaration of each NB Capital Trust authorizes its Regular Trustees to
issue on behalf of that NB Capital Trust one series of Common Securities having
such terms including distributions, redemption, voting, liquidation rights or
such restrictions as shall be set forth therein. Except for the voting rights
noted below, the terms of the Common Securities issued by a NB Capital Trust
will be substantially identical to the terms of the Preferred Securities issued
by that trust and the Common Securities will rank pari passu, and payments will
be made thereon pro rata, with the Preferred Securities except that, upon an
Event of Default under the Declaration, the rights of the holders of the Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the Preferred Securities. Except in certain limited circumstances, the Common
Securities will also carry the right to vote to appoint, remove or replace any
of the NB Trustees of a NB Capital Trust. All of the Common Securities of each
NB Capital Trust will be directly or indirectly owned by the Corporation.
ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES
If an Event of Default under the Declaration of a NB Capital Trust occurs
and is continuing, then the holders of Preferred Securities of such NB Capital
Trust would rely on the enforcement by the Property Trustee of its rights as a
holder of the applicable series of Junior Subordinated Notes against the
Corporation. In
15
addition, the holders of a majority in liquidation amount of the Preferred
Securities of such NB Capital Trust will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Property Trustee or to direct the exercise of any trust or power conferred upon
the Property Trustee under the applicable Declaration, including the right to
direct the Property Trustee to exercise the remedies available to it as a holder
of the Junior Subordinated Notes. If the Property Trustee fails to enforce its
rights under the applicable series of Junior Subordinated Notes, a holder of
Preferred Securities of such NB Capital Trust may, to the extent permitted by
applicable law, institute a legal proceeding directly against the Corporation to
enforce the Property Trustee's rights under the applicable series of
Subordinated Notes without first instituting any legal proceeding against the
Property Trustee or any other person or entity.
PROPOSED TAX LEGISLATION
On March 19, 1996, President Clinton proposed certain tax law changes that
would, among other things, generally deny corporate issuers a deduction for
interest in respect of certain debt obligations issued on or after December 7,
1995 (the "Proposed Legislation") if such debt obligations have a maximum term
in excess of 20 years and are not shown as indebtedness on the issuer's
applicable consolidated balance sheet. On March 29, 1996, Senate Finance
Committee Chairman William V. Roth, Jr. and House Ways and Means Committee
Chairman Bill Archer issued a joint statement (the "Joint Statement") indicating
their intent that certain legislative proposals initiated by the Clinton
administration, including the Proposed Legislation, that may be adopted by
either of the tax-writing committees of Congress would have an effective date
that is no earlier than the date of "appropriate Congressional action." In
addition, subsequent to the publication of the Joint Statement, Senator Daniel
Patrick Moynihan and Representatives Sam M. Gibbons and Charles B. Rangel wrote
letters to Treasury Department officials concurring with the views expressed in
the Joint Statement (the "Democrat Letters"). Based upon the Joint Statement and
the Democrat Letters, it is expected that if the Proposed Legislation were to be
enacted, such legislation would not apply to the Junior Subordinated Notes.
There can be no assurances, however, that the effective date guidance contained
in the Joint Statement and the Democrat Letters will be incorporated into the
Proposed Legislation, if enacted, or that other legislation enacted after the
date hereof will not otherwise adversely affect the ability of the Corporation
to deduct the interest payable on the Junior Subordinated Notes. Accordingly,
there can be no assurance that a Tax Event will not occur. See "Description of
the Preferred Securities -- Tax Event Redemption or Distribution."
DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES
Set forth below is a summary of information concerning the Preferred
Securities Guarantees which will be executed and delivered by NationsBank for
the benefit of the holders from time to time of Preferred Securities. Each
Preferred Securities Guarantee will be qualified as an indenture under the Trust
Indenture Act. The Bank of New York will act as indenture trustee under each
Preferred Securities Guarantee for purposes of the Trust Indenture Act (the
"Preferred Guarantee Trustee"). The terms of each Preferred Securities Guarantee
will be those set forth in such Preferred Securities Guarantee and those made
part of such Preferred Securities Guarantee by the Trust Indenture Act. The
summary of the material terms of the Preferred Securities Guarantees does not
purport to be complete and is subject in all respects to the provisions of, and
is qualified in its entirety by reference to, the form of Preferred Securities
Guarantee, which is filed as an exhibit to the Registration Statement of which
this Prospectus forms a part, and the Trust Indenture Act. Each Preferred
Securities Guarantee will be held by the Preferred Guarantee Trustee for the
benefit of the holders of the Preferred Securities of the applicable NB Capital
Trust.
GENERAL
Pursuant to each Preferred Securities Guarantee, the Corporation will
irrevocably and unconditionally agree, to the extent set forth therein, to pay
in full, to the holders of the Preferred Securities issued by a NB Capital
Trust, the Guarantee Payments (as defined herein) (except to the extent paid by
such NB Capital Trust), as and when due, regardless of any defense, right of
set-off or counterclaim which such NB Capital Trust may have or assert. The
following payments with respect to Preferred Securities issued by a NB Capital
Trust to the extent not paid by such NB Capital Trust (the "Guarantee
Payments"), will be subject to the Preferred Securities Guarantee thereon
(without duplication): (i) any accrued and unpaid distributions which are
required to be paid on such Preferred Securities, to the extent such NB Capital
Trust shall have funds
16
available therefor; (ii) the redemption price, including all accrued and unpaid
distributions (the "Redemption Price"), to the extent such NB Capital Trust has
funds available therefor with respect to any Preferred Securities called for
redemption by such NB Capital Trust and (iii) upon a voluntary or involuntary
dissolution, winding-up or termination of such NB Capital Trust (other than in
connection with the distribution of Junior Subordinated Notes to the holders of
Preferred Securities or the redemption of all of the Preferred Securities), the
lesser of (a) the aggregate of the liquidation amount and all accrued and unpaid
distributions on such Preferred Securities to the date of payment, to the extent
such NB Capital Trust has funds available therefor and (b) the amount of assets
of such NB Capital Trust remaining available for distribution to holders of such
Preferred Securities in liquidation of such NB Capital Trust. The redemption
price and liquidation amount will be fixed at the time the Preferred Securities
are issued. The Corporation's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by the Corporation to the
holders of Preferred Securities or by causing the applicable NB Capital Trust to
pay such amounts to such holders.
Each Preferred Securities Guarantee will not apply to any payment of
distributions except to the extent such NB Capital Trust shall have funds
available therefor. If the Corporation does not make interest payments on the
Junior Subordinated Notes purchased by a NB Capital Trust, such NB Capital Trust
will not pay distributions on the Preferred Securities issued by such NB Capital
Trust and will not have funds available therefor. See "Description of the Junior
Subordinated Notes -- Certain Covenants of the Corporation." The Preferred
Securities Guarantee, when taken together with the Corporation's obligations
under the Junior Subordinated Notes, the Indenture and the Declaration,
including its obligations to pay costs, expenses, debts and liabilities of such
NB Capital Trust (other than with respect to the Trust Securities), will provide
a full and unconditional guarantee on a subordinated basis by the Corporation of
payments due on the Preferred Securities.
The Corporation has also agreed separately to irrevocably and
unconditionally guarantee the obligations of the NB Capital Trusts with respect
to the Common Securities (the "Common Securities Guarantees") to the same extent
as the Preferred Securities Guarantees, except that upon an Event of Default
under the Indenture, holders of Preferred Securities shall have priority over
holders of Common Securities with respect to distributions and payments on
liquidation, redemption or otherwise.
CERTAIN COVENANTS OF THE CORPORATION
In each Preferred Securities Guarantee, the Corporation will covenant that,
so long as any Preferred Securities issued by the applicable NB Capital Trust
remain outstanding, if there shall have occurred any event that would constitute
an Event of Default under such Preferred Securities Guarantee or the Declaration
of such NB Capital Trust, then (a) the Corporation shall not declare or pay any
dividend on, make any distributions with respect to, or redeem, purchase or make
a liquidation payment with respect to, any of its capital stock (other than
Permitted Purchases/Exchanges) or make any guarantee payments with respect to
the foregoing, (b) the Corporation shall not declare or pay any dividend on,
make any distributions with respect to, or redeem, purchase or make a
liquidation payment with respect to, any of its Preferred Stock (other than
Permitted Purchases/Exchanges) except that the Corporation may meet the same
proportion of its payment obligations with respect to its Preferred Stock that
it meets under such Preferred Securities Guarantee and (c) the Corporation shall
not make any payment of interest, principal or premium, if any, on or repay,
repurchase or redeem any debt securities (including guarantees) issued by the
Corporation which rank pari passu with or junior to such Junior Subordinated
Notes.
MODIFICATION OF THE PREFERRED SECURITIES GUARANTEES; ASSIGNMENT
Except with respect to any changes which do not adversely affect the rights
of holders of Preferred Securities (in which case no vote will be required),
each Preferred Securities Guarantee may be amended only with the prior approval
of the holders of not less than a majority in liquidation amount of the
outstanding Preferred Securities issued by the applicable NB Capital Trust. The
manner of obtaining any such approval of holders of such Preferred Securities
will be as set forth in an accompanying Prospectus Supplement. All guarantees
and agreements contained in a Preferred Securities Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of the Corporation
and shall inure to the benefit of the holders of the Preferred Securities of the
applicable NB Capital Trust then outstanding.
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TERMINATION
Each Preferred Securities Guarantee will terminate as to the Preferred
Securities issued by the applicable NB Capital Trust (a) upon full payment of
the Redemption Price of all Preferred Securities of such NB Capital Trust, (b)
upon distribution of the Junior Subordinated Notes held by such NB Capital Trust
to the holders of the Preferred Securities of such NB Capital Trust or (c) upon
full payment of the amounts payable in accordance with the Declaration of such
NB Capital Trust upon liquidation of such NB Capital Trust. Each Preferred
Securities Guarantee will continue to be effective or will be reinstated, as the
case may be, if at any time any holder of Preferred Securities issued by the
applicable NB Capital Trust must restore payment of any sums paid under such
Preferred Securities or such Preferred Securities Guarantee.
EVENTS OF DEFAULT
An Event of Default under a Preferred Securities Guarantee will occur upon
the failure of the Corporation to perform any of its payment or other
obligations thereunder.
The holders of a majority in liquidation amount of the Preferred Securities
relating to such Preferred Securities Guarantee have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Preferred Guarantee Trustee in respect of the Preferred Securities Guarantee
or to direct the exercise of any trust or power conferred upon the Preferred
Guarantee Trustee under such Preferred Securities. Any holder of Preferred
Securities relating to such Preferred Securities Guarantee may institute a legal
proceeding directly against the Corporation to enforce the Preferred Guarantee
Trustee's rights under such Preferred Securities Guarantee, without first
instituting a legal proceeding against the relevant NB Capital Trust, the
Preferred Guarantee Trustee or any other person or entity. Notwithstanding the
foregoing, if the Corporation has failed to make a guarantee payment, a holder
of Preferred Securities may directly institute a proceeding against the
Corporation for enforcement of the Preferred Securities Guarantee for such
payment. The Corporation waives any right or remedy to require that any action
be brought first against such NB Capital Trust or any other person or entity
before proceeding directly against the Corporation.
STATUS OF THE PREFERRED SECURITIES GUARANTEES
The Preferred Securities Guarantees will constitute unsecured obligations
of the Corporation and will rank (i) subordinate and junior in right of payment
to all other liabilities, including contingent liabilities, of the Corporation,
(ii) pari passu with the most senior preferred or preference stock now or
hereafter issued by the Corporation and with any guarantee now or hereafter
entered into by NationsBank in respect of any preferred or preference stock of
any affiliate of the Corporation, and (iii) senior to the Corporation's common
stock. The terms of the Preferred Securities provide that each holder of
Preferred Securities issued by the applicable NB Capital Trust by acceptance
thereof agrees to the subordination provisions and other terms of the Preferred
Securities Guarantee relating thereto.
The Preferred Securities Guarantees will constitute a guarantee of payment
and not of collection (that is, the guaranteed party may institute a legal
proceeding directly against the guarantor to enforce its rights under the
Preferred Securities Guarantee without instituting a legal proceeding against
any other person or entity).
INFORMATION CONCERNING THE PREFERRED GUARANTEE TRUSTEE
The Preferred Guarantee Trustee, prior to the occurrence of a default with
respect to a Preferred Securities Guarantee, undertakes to perform only such
duties as are specifically set forth in such Preferred Securities Guarantee and,
after default, shall exercise the same degree of care as a prudent individual
would exercise in the conduct of his or her own affairs. Subject to such
provisions, the Preferred Guarantee Trustee is under no obligation to exercise
any of the powers vested in it by a Preferred Securities Guarantee at the
request of any holder of Preferred Securities, unless offered reasonable
indemnity against the costs, expenses and liabilities which might be incurred
thereby.
The Corporation and certain of its affiliates have from time to time
maintained deposit accounts and conducted other banking transactions with the
Preferred Guarantee Trustee and its afifiliated entities in the ordinary course
of business. The Preferred Guarantee Trustee also serves as trustee for certain
series of the Corporation's outstanding indebtedness under other indentures.
18
GOVERNING LAW
The Preferred Securities Guarantees will be governed by and construed in
accordance with, the internal laws of the State of New York.
EFFECT OF OBLIGATIONS UNDER THE
JUNIOR SUBORDINATED NOTES AND THE GUARANTEE
As set forth in the Declaration, the sole purpose of each of the NB Capital
Trusts is to issue the Trust Securities evidencing undivided beneficial
interests in the assets of each of the NB Capital Trusts, and to invest the
proceeds from such issuance and sale in Junior Subordinated Notes.
As long as payments of interest and other payments are made when due on the
Junior Subordinated Notes held by a NB Capital Trust, such payments will be
sufficient to cover distributions and payments due on the Trust Securities
because of the following factors: (i) the aggregate principal amount of such
Junior Subordinated Notes will be equal to the sum of the aggregate stated
liquidation amount of the Trust Securities; (ii) the interest rate and the
interest and other payment dates on such Subordinated Notes will match the
distribution rate and distribution and other payment dates for the Preferred
Securities; (iii) NationsBank shall pay all, and the NB Capital Trust shall not
be obligated to pay, directly or indirectly, all costs, expenses, debt, and
obligations of such NB Capital Trust (other than with respect to the Trust
Securities); and (iv) the Declaration further provides that the NationsBank
Trustees shall not take or cause or permit the NB Capital Trust to, among other
things, engage in any activity that is not consistent with the purposes of such
NB Capital Trust.
Payments of distributions (to the extent funds therefor are available) and
other payments due on the Preferred Securities (to the extent funds therefor are
available) are guaranteed by NationsBank as and to the extent set forth under
"Description of the Preferred Securities Guarantees." If NationsBank does not
make interest payments on the Subordinated Notes purchased by the applicable NB
Capital Trust, the applicable NB Capital Trust will not have sufficient funds to
pay distributions on the Preferred Securities. The Preferred Securities
Guarantee does not apply to any payment of distributions unless and until the
applicable NB Capital Trust has sufficient funds for the payment of such
distributions. The Preferred Securities Guarantee covers the payment of
distributions and other payments on the Preferred Securities only if and to the
extent that NationsBank has made a payment of interest or principal on the
Junior Subordinated Notes held by the applicable NB Capital Trust as its sole
asset. The Preferred Securities Guarantee, when taken together with the
Corporation's obligations under the Junior Subordinated Notes and the Indenture
and its obligations under the Declaration, including its obligations to pay
costs, expenses, debts and liabilities of the applicable NB Capital Trust (other
than with respect to the Trust Securities), provide a full and unconditional
guarantee, on a subordinated basis, by the Corporation of amounts due on the
Preferred Securities.
If NationsBank fails to make interest or other payments on the Junior
Subordinated Notes when due (taking account of any Extension Period), the
Declarations provide a mechanism whereby the holders of the Preferred Securities
affected thereby, using the procedures described in any accompanying Prospectus
Supplement, may direct the Property Trustee to enforce its rights under the
Junior Subordinated Notes. If the Property Trustee fails to enforce its rights
under the Junior Subordinated Notes, a holder of Preferred Securities of a Trust
may, to the extent permitted by applicable law, institute a legal proceeding
against NationsBank to enforce the Property Trustee's rights under the
Subordinated Notes owned by such Trust without first instituting any legal
proceeding against the Property Trustee or any other person or entity.
NationsBank, under the Guarantee, acknowledges that the Guarantee Trustee shall
enforce the Preferred Securities Guarantee on behalf of the holders of the
Preferred Securities. If NationsBank fails to make payments under the Preferred
Securities Guarantee, the Preferred Securities Guarantee provides a mechanism
whereby the holders of the Preferred Securities may direct the Preferred
Securities Guarantee Trustee to enforce its rights thereunder. Any holder of
Preferred Securities may institute a legal proceeding directly against
NationsBank to enforce the Preferred Securities Guarantee Trustee's rights under
the Preferred Securities Guarantee without first instituting a legal proceeding
against the applicable NB Capital Trust, the Preferred Securities Guarantee
Trustee, or any other person or entity.
19
NationsBank and each of the NB Capital Trusts believe that the above
mechanisms and obligations, taken together, provide a full and unconditional
guarantee by NationsBank of payments due on the Preferred Securities. See
"Description of the Preferred Securities Guarantees -- General."
LEGAL OPINIONS
Certain matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon on behalf of the NB Capital Trusts by Richards,
Layton & Finger, special Delaware counsel to the NB Capital Trusts. The validity
of the Junior Subordinated Notes and the Preferred Securities Guarantees and
certain matters relating thereto will be passed upon for NationsBank by Smith
Helms Mulliss & Moore, L.L.P. and for the underwriters by Stroock & Stroock &
Lavan. Certain United States federal income taxation matters will be passed upon
for NationsBank and the NB Capital Trusts by Stroock & Stroock & Lavan, special
tax counsel to NationsBank and the NB Capital Trusts. Smith Helms Mulliss &
Moore, L.L.P. and Stroock & Stroock & Lavan will rely on the opinion of
Richards, Layton & Finger as to matters of Delaware law.
EXPERTS
The consolidated financial statements of the Corporation incorporated in
this Prospectus by reference to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1995, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
20
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY NATIONSBANK CORPORATION, NB CAPITAL TRUST I OR
THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF NATIONSBANK CORPORATION, NB CAPITAL TRUST I SINCE THE DATE HEREOF. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
TABLE OF CONTENTS
PAGE
PROSPECTUS SUPPLEMENT
NationsBank Corporation............................... S-4
NB Capital Trust...................................... S-4
NationsBank Corporation Selected Financial Data....... S-5
Recent Developments................................... S-6
Risk Factors.......................................... S-6
Capitalization........................................ S-11
Ratios of Earnings to Fixed Charges................... S-13
Accounting Treatment.................................. S-13
Use of Proceeds....................................... S-13
Description of the Preferred Securities............... S-13
Description of the Preferred Securities Guarantee..... S-23
Description of the Junior Subordinated Notes.......... S-23
Effect of Obligations Under the Junior Subordinated
Notes and the Preferred Securities Guarantee........ S-29
United States Federal Income Taxation................. S-30
Underwriting.......................................... S-33
Legal Matters......................................... S-34
PROSPECTUS
Incorporation of Certain Documents by Reference....... 3
Available Information................................. 3
NationsBank Corporation............................... 4
The Trusts............................................ 8
Use of Proceeds....................................... 8
Ratios of Earnings to Fixed Charges................... 9
Plan of Distribution.................................. 10
Description of the Junior Subordinated Notes.......... 11
Description of the Preferred Securities............... 15
Description of the Preferred Securities Guarantees.... 16
Effect of Obligations Under the Junior Subordinated
Notes and the Guarantee............................. 19
Legal Matters......................................... 20
Experts............................................... 20
PREFERRED SECURITIES
NB CAPITAL TRUST I
% TRUST ORIGINATED
PREFERRED SECURITIES(SM)
("TOPRS(SM)")
FULLY AND UNCONDITIONALLY
GUARANTEED TO THE EXTENT
SET FORTH HEREIN BY
NATIONSBANK(Register mark)
PROSPECTUS SUPPLEMENT
MERRILL LYNCH & CO.
, 1996
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses, other than underwriting or broker-dealer fees,
discounts and commissions, in connection with the offering are as follows:
Securities Act Registration Fee..................... $ *
Printing and Engraving Expenses..................... *
Legal Fees and Expenses............................. *
Accounting Fees and Expenses........................ *
Blue Sky Fees and Expenses.......................... *
Indenture Trustee Expenses.......................... *
Rating Agency Fees and Expenses..................... *
Listing Fees........................................ *
Miscellaneous....................................... *
$ *
* To be filed by amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
There are no provisions in the Corporation's Restated Articles of
Incorporation, and no contracts between the Corporation and its directors and
officers, relating to indemnification. The Corporation's Restated Articles of
Incorporation prevent the recovery by the Corporation of monetary damages
against its directors. However, in accordance with the provisions of the North
Carolina Business Corporation Act (the "Act"), the Corporation's Amended and
Restated Bylaws provide that, in addition to the indemnification of directors
and officers otherwise provided by the Act, the Corporation shall, under certain
circumstances, indemnify its directors, executive officers and certain other
designated officers against any and all liability and litigation expense,
including reasonable attorneys' fees, arising out of their status or activities
as directors and officers, except for liability or litigation expense incurred
on account of activities that were at the time known or reasonably should have
been known by such director or officer to be clearly in conflict with the best
interests of the Corporation. Pursuant to such bylaw and as authorized by
statute, the Corporation maintains insurance on behalf of its directors and
officers against liability asserted against such persons in such capacity
whether or not such directors or officers have the right to indemnification
pursuant to the bylaw or otherwise.
In addition to the above-described provisions, Sections 55-8-50 through
55-8-58 of the Act contain provisions prescribing the extent to which directors
and officers shall or may be indemnified. Section 55-8-51 of the Act permits a
corporation, with certain exceptions, to indemnify a current or former director
against liability if (i) he conducted himself in good faith, (ii) he reasonably
believed (x) that his conduct in his official capacity with the corporation was
in its best interests and (y) in all other cases his conduct was at least not
opposed to the corporation's best interests, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. A corporation may not indemnify a current or former director in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in connection with a
proceeding charging improper personal benefit to him in which he was adjudged
liable on such basis. The above standard of conduct is determined by the Board
of Directors or a committee thereof or special legal counsel or the shareholders
as prescribed in Section 55-8-55.
Sections 55-8-52 and 55-8-56 of the Act require a corporation to indemnify
a director or officer in the defense of any proceeding to which he was a party
because of his capacity as a director or officer against reasonable expenses
when he is wholly successful in his defense, unless the articles of
incorporation provide otherwise. Upon application, the court may order
indemnification of the director or officer if he is adjudged fairly and
reasonably so entitled under Section 55-8-54. Section 55-8-56 allows a
corporation to indemnify and advance expenses to an officer, employee or agent
who is not a director to the same extent as a director or as otherwise set forth
in the Corporation's articles of incorporation or bylaws or by resolution of the
Board of Directors.
In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.
II-1
THE FOREGOING IS ONLY A GENERAL SUMMARY OF CERTAIN ASPECTS OF NORTH
CAROLINA LAW DEALING WITH INDEMNIFICATION OF DIRECTORS AND OFFICERS AND DOES NOT
PURPORT TO BE COMPLETE. IT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
RELEVANT STATUTES WHICH CONTAIN DETAILED SPECIFIC PROVISIONS REGARDING THE
CIRCUMSTANCES UNDER WHICH AND THE PERSON FOR WHOSE BENEFIT INDEMNIFICATION SHALL
OR MAY BE MADE AND ACCORDINGLY ARE INCORPORATED HEREIN BY REFERENCE.
The Declarations of Trust of NB Capital Trust I, NB Capital Trust II, and
NB Capital Trust III (each a "Trust" and together the "Trusts") provide that to
the fullest extent permitted by applicable law, the Sponsor shall indemnify and
hold harmless each of the Regular Trustees of the respective Trust, any
Affiliate of any such Regular Trustee, any officer, director, shareholder,
member, partner, employee, representative or agent of any such Regular Trustee,
or any employee or agent of the Trust or its Affiliates (each a "Company
Indemnified Person"), from and against any loss, damage or claim incurred by
such Company Indemnified Person by reason of any act or omission performed or
omitted by such Company Indemnified Person in good faith on behalf of the Trust
and in a manner such Company Indemnified Person reasonably believed to be in or
not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was illegal. The Declarations of Trust also provide that, to the fullest extent
permitted by applicable law, expenses (including legal fees) incurred by a
Company Indemnified Person in defending any claim, demand, action, suit or
proceeding shall, from time to time, be advanced by the Company prior to the
final disposition of such claim, demand, action suit or proceeding upon receipt
by the Company of any undertaking by or on behalf of the Company Indemnified
Person to repay such amount if it shall be determined that the Company
Indemnified Person is not entitled to be indemnified as authority in the
Declaration of Trust. The Declarations of Trust further provide that no Company
Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Trust or any Covered Person (as defined therein) or for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Company Indemnified Person in good faith on behalf of the Trust
and in a manner such Company Indemnified Person reasonably believed to be within
the scope of the authority conferred on such Company Indemnified Person by the
Declaration of Trust or by law, except that a Company Indemnified Person shall
be liable for any such loss, damage or claim incurred by reason of such Company
Indemnified Person's gross negligence or willful misconduct with respect to acts
or omissions.
In addition, certain sections of each of the form of Underwriting Agreement
filed as an Exhibit hereto provide for indemnification of the Registrants and
their directors and officers by the underwriters or agents against certain
liabilities, including certain liabilities under the 1933 Act. From time to time
similar provisions have been contained in other agreements relating to other
securities of the Corporation.
ITEM 16. LIST OF EXHIBITS.
1.1 Form of Underwriting Agreement for offering of Preferred Securities**
4.1 Certificate of Trust of NB Capital Trust I*
4.2 Certificate of Trust of NB Capital Trust II*
4.3 Certificate of Trust of NB Capital Trust III*
4.4 Declaration of Trust of NB Capital Trust I*
4.5 Declaration of Trust of NB Capital Trust II*
4.6 Declaration of Trust of NB Capital Trust III*
4.7 Form of Amended and Restated Declaration of Trust for NB Capital Trust I
4.8 Form of Amended and Restated Declaration of Trust for NB Capital Trust II
4.9 Form of Amended and Restated Declaration of Trust for NB Capital Trust III
4.10 Form of Indenture between NationsBank Corporation and The Bank of New York, as Trustee
4.11 Form of Supplemental Indenture to be used in connection with the issuance of Junior Subordinated
Notes and Preferred Securities
4.12 Form of Preferred Security (included in 4.7-4.9 above)
4.13 Form of Junior Subordinated Debt Security (included in 4.11 above)
4.14 Form of Guarantee with respect to Preferred Securities issued by NB Capital Trust I
4.15 Form of Guarantee with respect to Preferred Securities issued by NB Capital Trust II
4.16 Form of Guarantee with respect to Preferred Securities issued by NB Capital Trust III
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P.**
5.2 Opinion of Stroock & Stroock & Lavan**
II-2
8.1 Opinion of Stroock & Stroock & Lavan**
12.1 Calculation of Ratios of Earnings to Fixed Charges, incorporated herein by reference to Exhibit
12(a) to the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30,
1996 (File No. 1-6523)
23.1 Consent of Price Waterhouse LLP*
23.2 Consent of Ernst & Young LLP
23.3 Consent of Smith Helms Mulliss & Moore, L.L.P. (included in Exhibit 5.1)
23.4 Consent of Stroock & Stroock & Lavan (included in Exhibit 5.2)
23.5 Consent of Stroock & Stroock & Lavan (included in Exhibit 8.1)
24.1 Powers of Attorney
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Debt Trustee under the Indenture**
25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Property Trustee under the Amended and Restated Declaration of Trust of NB Capital
Trust I**
25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Property Trustee under the Amended and Restated Declaration of Trust of NB Capital
Trust II**
25.4 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Property Trustee under the Amended and Restated Declaration of Trust of NB Capital
Trust III**
25.5 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Preferred Guarantee Trustee under the Preferred Securities Guarantee of NationsBank
Corporation for the benefit of the holders of Preferred Securities of NB Capital Trust I**
25.6 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Preferred Guarantee Trustee under the Preferred Securities Guarantee of NationsBank
Corporation for the benefit of the holders of Preferred Securities of NB Capital Trust II**
25.7 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Preferred Guarantee Trustee under the Preferred Securities Guarantee of NationsBank
Corporation for the benefit of the holders of Preferred Securities of NB Capital Trust III**
* Previously filed with the initial filing of this Registration Statement
** To be filed by further Amendment
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the 1933 Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.
II-3
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the 1933 Act, each filing of the Corporation's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrants of expenses incurred or
paid by a director, officer or controlling person of the Registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
(d) The undersigned Registrants hereby undertake that:
(1) For purposes of determining any liability under the 1933 Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or 497(h)
under the 1933 Act shall be deemed to be part of this Registration Statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the 1933 Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Charlotte, North Carolina, on November
15, 1996.
NATIONSBANK CORPORATION
(REGISTRANT)
By: /S/ HUGH L. MCCOLL, JR.*
HUGH L. MCCOLL, JR.
CHAIRMAN OF THE BOARD AND
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 and on the dates indicated.
SIGNATURE TITLE DATE
/s/ HUGH L. MCCOLL, JR.* Chairman of the Board, Chief Executive November 15, 1996
Officer and Director (Principal
(HUGH L. MCCOLL, JR.) Executive Officer)
/s/ JAMES H. HANCE, JR.* Vice Chairman and Chief Financial November 15, 1996
Officer (Principal Financial Officer)
(JAMES H. HANCE, JR.)
/s/ MARC D. OKEN* Executive Vice President November 15, 1996
and Chief Accounting Officer
(MARC D. OKEN) (Principal Accounting
Officer)
/s/ RONALD W. ALLEN* Director November 15, 1996
(RONALD W. ALLEN)
/s/ RAY C. ANDERSON* Director November 15, 1996
(RAY C. ANDERSON)
/s/ WILLIAM M. BARNHARDT* Director November 15, 1996
(WILLIAM M. BARNHARDT)
/s/ THOMAS E. CAPPS* Director November 15, 1996
(THOMAS E. CAPPS)
/s/ CHARLES W. COKER* Director November 15, 1996
(CHARLES W. COKER)
/s/ THOMAS G. COUSINS* Director November 15, 1996
(THOMAS G. COUSINS)
/s/ ALAN T. DICKSON* Director November 15, 1996
(ALAN T. DICKSON)
II-5
SIGNATURE TITLE DATE
/s/ W. FRANK DOWD, JR.* Director November 15, 1996
(W. FRANK DOWD, JR.)
/s/ PAUL FULTON* Director November 15, 1996
(PAUL FULTON)
/s/ TIMOTHY L. GUZZLE* Director November 15, 1996
(TIMOTHY L. GUZZLE)
/s/ W. W. JOHNSON* Director November 15, 1996
(W. W. JOHNSON)
/s/ JOHN J. MURPHY* Director November 15, 1996
(JOHN J. MURPHY)
/s/ JOHN C. SLANE* Director November 15, 1996
(JOHN C. SLANE)
/s/ O. TEMPLE SLOAN, JR.* Director November 15, 1996
(O. TEMPLE SLOAN, JR.)
/s/ JOHN W. SNOW* Director November 15, 1996
(JOHN W. SNOW)
/s/ MEREDITH R. SPANGLER* Director November 15, 1996
(MEREDITH R. SPANGLER)
/s/ ROBERT H. SPILMAN* Director November 15, 1996
(ROBERT H. SPILMAN)
/s/ RONALD TOWNSEND* Director November 15, 1996
(RONALD TOWNSEND)
/s/ E. CRAIG WALL, JR.* Director November 15, 1996
(E. CRAIG WALL, JR.)
/s/ JACKIE M. WARD* Director November 15, 1996
(JACKIE M. WARD)
/s/ VIRGIL R. WILLIAMS* Director November 15, 1996
(VIRGIL R. WILLIAMS)
*By: CHARLES M. BERGER
CHARLES M. BERGER, ATTORNEY-IN-FACT
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto authorized, in the City of Charlotte, North Carolina, on November 15,
1996.
NB CAPITAL TRUST I
By:/s/ JOHN E. MACK
JOHN E. MACK
REGULAR TRUSTEE
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto authorized, in the City of Charlotte, North Carolina, on November 15,
1996.
NB CAPITAL TRUST II
By:/s/ JOHN E. MACK
JOHN E. MACK
REGULAR TRUSTEE
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto authorized, in the City of Charlotte, North Carolina, on November 15,
1996.
NB CAPITAL TRUST III
By:/s/ JOHN E. MACK
JOHN E. MACK
REGULAR TRUSTEE
II-7
INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
1.1 Form of Underwriting Agreement for offering of Preferred Securities**
4.1 Certificate of Trust of NB Capital Trust I*
4.2 Certificate of Trust of NB Capital Trust II*
4.3 Certificate of Trust of NB Capital Trust III*
4.4 Declaration of Trust of NB Capital Trust I*
4.5 Declaration of Trust of NB Capital Trust II*
4.6 Declaration of Trust of NB Capital Trust III*
4.7 Form of Amended and Restated Declaration of Trust for NB Capital Trust I
4.8 Form of Amended and Restated Declaration of Trust for NB Capital Trust II
4.9 Form of Amended and Restated Declaration of Trust for NB Capital Trust III
4.10 Form of Indenture between NationsBank Corporation and The Bank of New York, as Trustee
4.11 Form of Supplemental Indenture to be used in connection with the issuance of Junior Subordinated
Notes and Preferred Securities.
4.12 Form of Preferred Security (included in 4.7-4.9 above)
4.13 Form of Junior Subordinated Debt Security (included in 4.11 above)
4.14 Form of Guarantee with respect to Preferred Securities issued by NB Capital Trust I
4.15 Form of Guarantee with respect to Preferred Securities issued by NB Capital Trust II
4.16 Form of Guarantee with respect to Preferred Securities issued by NB Capital Trust III
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P.**
5.2 Opinion of Stroock & Stroock & Lavan**
8.1 Opinion of Stroock & Stroock & Lavan**
12.1 Calculation of Ratios of Earnings to Fixed Charges, incorporated herein by reference to Exhibit
12(a) to the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30,
1996 (File No. 1-6523)
23.1 Consent of Price Waterhouse LLP*
23.2 Consent of Ernst & Young LLP
23.3 Consent of Smith Helms Mulliss & Moore, L.L.P. (included in Exhibit 5.1)
23.4 Consent of Stroock & Stroock & Lavan (included in Exhibit 5.2)
23.5 Consent of Stroock & Stroock & Lavan (included in Exhibit 8.1)
24.1 Powers of Attorney
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Debt Trustee under the Indenture**
25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Property Trustee under the Amended and Restated Declaration of Trust of NB Capital
Trust I**
25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Property Trustee under the Amended and Restated Declaration of Trust of NB Capital
Trust II**
25.4 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Property Trustee under the Amended and Restated Declaration of Trust of NB Capital
Trust III**
25.5 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Preferred Guarantee Trustee under the Preferred Securities Guarantee of NationsBank
Corporation for the benefit of the holders of Preferred Securities of NB Capital Trust I**
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
25.6 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Preferred Guarantee Trustee under the Preferred Securities Guarantee of NationsBank
Corporation for the benefit of the holders of Preferred Securities of NB Capital Trust II**
25.7 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Preferred Guarantee Trustee under the Preferred Securities Guarantee of NationsBank
Corporation for the benefit of the holders of Preferred Securities of NB Capital Trust III**
* Previously filed with the initial filing of this Registration Statement
** To be filed by further Amendment