SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 NB CAPITAL TRUST I NATIONSBANK CORPORATION (Exact name of registrant (Exact name of registrant as specified in as specified in charter) certificate of trust) NORTH CAROLINA DELAWARE (State of incorporation or organization) (State of incorporation or organization) 56-0906609 56-6490299 (I.R.S. employer (I.R.S. employer identification number) identification number) NATIONSBANK CORPORATION NATIONSBANK CORPORATE CENTER CHARLOTTE, NORTH CAROLINA 28255 (Address of principal executive offices) (zip Code)
If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE REGISTERED EACH CLASS IS TO BE REGISTERED Trust Originated Preferred New York Stock Exchange SecuritiesSM (TOPrS)SM Trust Preferred Securities New York Stock Exchange Guarantee with respect to TOPrS
Securities to be registered pursuant to Section 12(g) of the Act: None INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The Trust Originated Preferred Securities (the "Trust Preferred Securities") of NB Capital Trust I (the "Trust"), a statutory business trust organized under the laws of the State of Delaware, registered hereby represent preferred undivided beneficial interests in the Trust and are guaranteed by NationsBank Corporation, a North Carolina corporation (the "Corporation"), to the extent set forth in the Form of Guarantee with respect to Preferred Securities issued by NB Capital Trust I, (the "Trust Preferred Securities Guarantee"), which constitutes Exhibit 4.14 to the Registration Statement (as defined in Item 2 below). The description of the Trust Preferred Securities and the Trust Preferred Securities Guarantee are set forth in the prospectus that is included in and forms part of the Registration Statement (the "Prospectus"), and such descriptions are incorporated by reference herein. ITEM 2. EXHIBITS
EXHIBIT NO. DESCRIPTION AND METHOD OF FILING 1.1 Registration Statement on Form S-3 (Registration No. 333-15375) filed with the Securities and Exchange Commission (the "Commission") on November 1, 1996 by NationsBank Corporation, NB Capital Trust I, NB Capital Trust II and NB Capital Trust III, (as so amended, the "Registration Statement"), incorporated by reference herein. 4.1 Certificate of Trust of NB Capital Trust I, incorporated herein by this reference to Exhibit 4.1 to the Registration Statement. 4.2 Form of Amended and Restated Declaration of Trust of NB Capital Trust I, incorporated herein by this reference to Exhibit 4.7 to the Registration Statement. 4.3 Form of Guarantee with respect to Preferred Securities issued by NB Capital Trust I, incorporated herein by this reference to Exhibit 4.14 to the Registration Statement. 4.4 Form of Indenture incorporated herein by reference to Exhibit 4.10 to the Registration Statement. 4.5 Form of First Supplemental Indenture incorporated herein by reference to Exhibit 4.11 to the Registration Statement. 5.1 Form of Trust Preferred Security (included in Exhibit 4.2). 5.2 Form of Preferred Security Guarantee (included in Exhibit 4.3).
SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrants have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereto duly authorized. Dated: November 26, 1996 NATIONSBANK CORPORATION By: /s/ JOHN E. MACK JOHN E. MACK SENIOR VICE PRESIDENT NB CAPITAL TRUST I By: /s/ JOHN E. MACK JOHN E. MACK REGULAR TRUSTEE By: /s/ MARC D. OKEN MARC D. OKEN REGULAR TRUSTEE