8-K: Current report filing
Published on December 17, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 10, 1996
ITEM 5. OTHER EVENTS.
For a transaction effective December 10, 1996, the Trustees (the
"Trustees") of NB Capital Trust II (the "Trust") approved the public offering of
365,000 of the Trust's 7.83% Capital Securities (liquidation amount $1,000 per
security) having an aggregate initial offering price of $365,000,000 (the
"Capital Securities"), which Capital Securities represent the undivided
preferred beneficial interests in the assets of the Trust, to various
underwriters (the "Underwriters") and otherwise established the terms and
conditions of the Capital Securities. In connection with the offering of the
Capital Securities, the Trustees also approved the sale of the Trust's Common
Securities (the "Common Securities") to NationsBank Corporation ("NationsBank")
and otherwise established the terms and conditions of the Common Securities.
Also for a transaction effective December 10, 1996, the Trustees authorized the
investment of the proceeds from the sale of the Capital Securities and the
Common Securities in the 7.83% Junior Subordinated Deferrable Interest Notes due
2026 of NationsBank (the "Junior Notes"). The resolutions of the Trustees are
included as Exhibit 99.1 hereto.
By written consent dated December 10, 1996, a Committee appointed by
the Board of Directors of NationsBank approved the sale to the Trust of a series
of the Junior Notes having an aggregate principal amount of up to $376,300,000
and otherwise established the terms and conditions of the Junior Notes.
Resolutions of such Committee are included as Exhibit 99.2 hereto.
The terms of the offering, the Capital Securities, the Common
Securities and the Junior Notes are described in the Registrants' Prospectus
dated November 27, 1996 constituting a part of the Registration Statement
(hereinafter described), as supplemented by a Prospectus Supplement dated
December 10, 1996. The Underwriting Agreement is included as Exhibit 1.1 hereto.
The offering was closed on December 17, 1996.
The Capital Securities were issued pursuant to the Registrants'
Registration Statement on Form S-3, Registration Nos. 333-15375 and 333-15375-02
(the "Registration Statement"), on a delayed basis pursuant to Rule 415 under
the Securities Act of 1933, as amended. The Registration Statement registered up
to $1,000,000,000 aggregate initial price of NationsBank junior subordinated
notes and up to $1,000,000,000 aggregate initial offering price of preferred
securities of NB Capital Trust I, NB Capital Trust II and NB Capital Trust III
together with related guarantees of such preferred securities by NationsBank.
The Registration Statement was declared effective on November 27, 1996.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
NATIONSBANK CORPORATION
By: /s/ CHARLES M. BERGER
___________________________
CHARLES M. BERGER
Associate General Counsel
NB CAPITAL TRUST II
By: /s/ JOHN E. MACK
___________________________
JOHN E. MACK
Regular Trustee
Dated: December 17, 1996
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INDEX TO EXHIBITS
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