Page 1 of 71 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Initial Filing)
National Gypsum Company
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
636317109
(CUSIP Number)
Paul J. Polking, NationsBank Corporation,
NationsBank Corporate Center, Charlotte, NC 28255 (704) 386-2400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 15, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ] .
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
This document contains 71 pages.
The exhibit index begins on page 9.
SCHEDULE 13D
CUSIP NO. 636317109 PAGE 2 OF 71 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NATIONSBANK CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NC
7 SOLE VOTING POWER
8,799
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
REPORTING 9 SOLE DISPOSITIVE POWER
EACH
PERSON 6,646
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,799
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14 TYPE OF REPORTING PERSON
CO
Page 3 of 71 pages
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to the
Common Stock, $.01 par value per share ("Common Stock"), of National
Gypsum Company, a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 2001 Rexford Road,
Charlotte, North Carolina 28211.
Item 2. Identity and Background.
This Statement is filed by NationsBank Corporation, a North
Carolina corporation (the "Reporting Person"). The Reporting Person is
a registered bank holding company, and the address of its principal
business and principal office is NationsBank Corporate Center,
Charlotte, North Carolina 28255.
Certain information regarding the Reporting Person's directors and
executive officers is set forth in Exhibit 1 hereto, which is
incorporated by reference herein. All of the individuals listed in
Exhibit 1 are citizens of the United States.
During the last five years, neither the Reporting Person nor any of
the individuals listed in Exhibit 1 has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or
has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which any of them was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
All of the 8,799 shares of Common Stock reported as beneficially
owned by the Reporting Person (which includes 103 shares purchaseable
under warrants) are held in fiduciary capacities by banking affiliates
of the Reporting Person. The Reporting Person expressly disclaims
beneficial ownership of all such shares of Common Stock.
The information set forth in Item 4 hereof is incorporated by
reference herein.
Page 4 of 71 pages
Item 4. Purpose of Transaction.
On November 15, 1994, the Reporting Person and its banking
affiliate, NationsBank of North Carolina, N.A., issued a commitment
letter to Delcor, Inc., a Delaware corporation ("Delcor"), to provide
equity and debt financing to partially fund Delcor's proposal to acquire
all of the outstanding shares of Common Stock and warrants to purchase
shares of Common Stock held by other security holders in a negotiated
merger transaction at a price per share of $43.50. A copy of such
commitment letter (the "Financing Commitment") is filed as Exhibit 2
hereto.
The terms of Delcor's proposal are set forth in a letter from
Delcor addressed to the Board of Directors of the Issuer, a copy of
which is attached hereto as Exhibit 3 (the "Proposal"). The Proposal
provides that such acquisition (the "Acquisition") would be effected by
means of a merger of the Issuer with a corporation formed by Delcor for
that purpose ("Newco") or with a wholly owned subsidiary of Newco. In
addition, the Proposal provides that the Acquisition would be effected
pursuant to a definitive merger agreement to be negotiated with the
Issuer. The Proposal provides that the merger agreement will contain
what Delcor regards as customary or expected conditions, such as the
obtaining of necessary regulatory approvals and third-party consents, if
any; absence of certain changes; and approval by the Issuer's board of
directors and adoption by the Issuer's stockholders of the merger
agreement pursuant to Sections 203(a) and 251 of the Delaware General
Corporation Law. The Proposal also provides that the merger agreement
will contain a condition that matters relating to the possible financial
impact, if any, of the motions of the NGC Settlement Trust dated October
5, 1994 in In re National Gypsum Company pending in United States
Bankruptcy Court for the Northern District of Texas (Dallas Division) be
resolved to Delcor's satisfaction and that certain other environmental
and bankruptcy matters be resolved to Delcor's satisfaction.
Under the Financing Commitment, the Reporting Person has committed
to purchase $100 million of non-voting preferred stock (with detachable
warrants) of Newco. In addition, the Reporting Person has committed to
purchase shares of non-voting common stock of Newco at a total price of
approximately $34.1 million. Under the Financing Commitment,
NationsBank of North Carolina, N.A. has committed to provide to Newco up
to $187.5 million of a $375 million senior term loan and revolving
credit financing. The Financing Commitment is subject to certain
conditions, including satisfaction of the Reporting Person as to the
financial impact on the Issuer of certain asbestos, bankruptcy and
environmental matters. The terms of the Financing Commitments are
incorporated by reference herein. The Reporting Person intends to use
working capital to provide funds under the Financing Commitment.
The Reporting Person may make additional purchases of Common Stock
either in the open market or in private transactions.
On November 15, 1994, First Union Corporation and First Union
National Bank of North Carolina also issued a commitment letter (the
"First Union Commitment") to Delcor to provide an equal amount of equity
and debt financing to fund the Proposal. A copy of the First Union
Commitment is filed as Exhibit 4 hereto. Under the First Union
Commitment, First Union Corporation has committed to purchase $100
Page 5 of 71 pages
million of non-voting preferred stock (with detachable warrants) of
Newco. In addition, under the First Union Commitment, First Union
Corporation has committed to contribute the 784,999 shares of Common
Stock held by it to Newco in exchange (on a share-for-share basis) for
non-voting common stock. Under the First Union Commitment, First Union
National Bank of North Carolina has committed to provide to Newco up to
$187.5 million of a $375 million senior term debt and revolving credit
financing. The First Union Commitment indicates that it is subject to
certain conditions, including satisfaction as to the financial impact on
the Issuer of certain asbestos, bankruptcy and environmental matters.
The information set forth in the First Union Commitment is incorporated
by reference herein.
On November 15, 1994, Delcor accepted the Financing Commitment and
the First Union Commitment.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person may be deemed to beneficially own 8,799
shares of Common Stock, or less than 0.1 percent of the outstanding
shares of Common Stock of the Issuer on the basis of 20,362,413 shares
outstanding as reported in the Issuer's Quarterly Report on Form 10-Q
for the period ended September 30, 1994. All of such shares are held in
fiduciary capacities by banking affiliates of the Reporting Person, and
the Reporting Person expressly disclaims beneficial ownership of such
shares. An additional 15,800 shares of Common Stock are held in
fiduciary capacities by banking affiliates of the Reporting Person, and
such banking affiliate does not have or share the power to vote or
direct the disposition of such shares. The Reporting Person expressly
disclaims beneficial ownership of such 15,800 shares. To the best of
the Reporting Person's knowledge, none of the individuals listed in
Exhibit 1 beneficially owns any shares of Common stock, except as
follows: (i) Meredith R. Spangler, a director of the Reporting Person,
is a director of Golden Eagle Industries, Inc. which has reported
beneficial ownership, individually and through its wholly owned
subsidiary, Delcor, of 5,960,193 shares of Common Stock, and Mrs.
Spangler's spouse holds an option to acquire 5,000 shares of Common
Stock, and (ii) the spouse of Charles W. Coker, a director of the
Reporting Person, holds 1,000 shares of Common Stock. Mrs. Spangler and
Mr Coker, respectively, disclaim beneficial ownership of such shares.
As a result of the Financing Commitment and the First Union
Commitment, the Reporting Person, Delcor and First Union Corporation may
be deemed members of a group (within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended) that beneficially owns
all of the shares of Common Stock beneficially owned by each member of
such group. The Reporting Person expressly disclaims beneficial
ownership of any shares of Common Stock beneficially owned by Delcor
(including those shares beneficially owned by Lafarge Coppee S.A. and
its affiliates, as described in Exhibit 5 hereto) and First Union
Corporation. Delcor may be deemed to beneficially own 5,960,193 shares
of Common Stock (or 29.3 percent of the outstanding shares of Common
Stock on the basis of 20,362,413 shares outstanding). First Union
Corporation may be deemed to beneficially own 820,735 shares of Common
Stock (or 4.0 percent of the outstanding shares of Common Stock on the
basis of 20,362,413 shares
Page 6 of 71 pages
outstanding). The information contained herein with respect to the
beneficial ownership of Common Stock by First Union Corporation and
Delcor was obtained from public filings under the Securities Exchange Act
of 1934, as amended, or was provided to the Reporting Person by the
relevant party. The Reporting Person has not independently verified and
assumes no responsibility for the accuracy or completeness of such
information.
(b) The following table sets forth, with respect to each of the
Reporting Person, Delcor and First Union Corporation the number of
shares of Common Stock as to which such person has sole power to vote or
to direct the vote, shared power to vote or to direct the vote, sole
power to dispose or direct the disposition, or shared power to dispose
or direct the disposition. (An additional 15,800 shares of Common Stock
are held in fiduciary capacities by banking affiliates of the Reporting
Person, and such banking affiliates do not have or share the power to
vote or direct the disposition of such shares. The Reporting Person
expressly disclaims beneficial ownership of such 15,800 shares.)
Sole Shared Sole Power Shared Power
Person Voting Power Voting Power to Dispose to Dispose
Reporting Person 8,799 0 6,646 0
Delcor 0 5,960,193 0 3,872,235
First Union Corporation 820,735 0 813,735 5,500
The information contained herein with respect to the beneficial
ownership of Common Stock by First Union Corporation and Delcor and the
information set forth in Exhibits 5 and 6 were obtained from public
filings under the Securities Exchange Act of 1934, as amended, or were
provided to the Reporting Person by the relevant party. The Reporting
Person has not independently verified and assumes no responsibility for
the accuracy or completeness of such information. The information set
forth in Exhibits 5 and 6 hereto is incorporated herein by reference.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The information set forth in Item 4 of this Amendment is
incorporated herein by reference.
Page 7 of 71 pages
Item 7. Material to be Filed as Exhibits.
Information regarding the directors and executive officers of the
Reporting Person is filed as Exhibit 1 hereto. The Financing Commitment
is filed as Exhibit 2 hereto. The Proposal is filed as Exhibit 3
hereto. The First Union Commitment is filed as Exhibit 4 hereto.
Certain information regarding Delcor is filed as Exhibit 5 hereto.
Certain information regarding First Union Corporation is filed as
Exhibit 6 hereto.
Page 8 of 71 pages
Signatures.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment is
true, complete and correct.
Dated: November 23, 1994
NATIONSBANK CORPORATION
By: /s/ Paul J. Polking
Paul J. Polking, Executive Vice
President and General Counsel
Page 9 of 71 pages
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT TITLE NUMBERED
PAGE
1 Certain information regarding the directors
and executive officers of NationsBank Corporation
2 Commitment letter of NationsBank Corporation
and NationsBank of North Carolina dated
November 15, 1994 addressed to Delcor, Inc.
3 Letter dated November 15, 1994 from Delcor, Inc.
to the Board of Directors of National Gypsum Company
setting forth the terms of a proposed merger
between a company to be formed by Delcor, Inc.
and National Gypsum Company
4 Commitment letter of First Union Corporation and
First Union National Bank of North Carolina dated
November 15, 1994 addressed to Delcor, Inc.
5 Certain information regarding Delcor, Inc.
6 Certain information regarding First Union Corporation
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APPENDIX
On page 1 of Exhibit 2 the NationsBank logo appears where indicated.
On page 1 of Exhibit 4 the First Union logo appears where indicated.