SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
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
NATIONSBANK CORPORATION NB CAPITAL TRUST II
(Exact name of registrant as specified in its (Exact name of registrant as specified in its
charter) charter)
North Carolina Delaware
(State or other jurisdiction of incorporation or (State or other jurisdiction of incorporation or
organization) organization)
1-6523 1-6523-02
(Commission File Number) (Commission File Number)
56-0906609 56-6490301
(IRS Employer Identification No.) (IRS Employer Identification No.)
NationsBank Corporate Center c/o NationsBank Corporate Center
Charlotte, North Carolina Charlotte, North Carolina
(Address of principal executive offices) (Address of principal executive offices)
28255 28255
(Zip Code) (Zip Code)
(704) 386-5000 (704) 386-5972
(Registrant's telephone number, including area (Registrant's telephone number, including area
code) code)
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:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Underwriting Agreement dated December 10, 1996 with
respect to the offering of the Capital Securities
4.1 Form of Capital Securities
4.2 Form of Junior Note (included in Exhibit 4.3)
4.3 Second Supplemental Indenture to be used in connection
with the issuance of Junior Notes
4.4 Amended and Restated Declaration of Trust of NB
Capital Trust II
99.1 Resolutions of the Trustees of NB Capital Trust II dated
December 10, 1996 with respect to the terms of the
offering of the Capital Securities
99.2 Resolutions of a Committee appointed by the Board of
Directors of NationsBank Corporation dated December
10, 1996 with respect to the Junior Notes
99.3 News Release disseminated on December 10, 1996
regarding the sale of the Capital Securities
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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
Sequential
Exhibit No. Description Page No.
1.1 Underwriting Agreement dated December 10, 1996
with respect to the offering of the Capital Securities
4.1 Form of Capital Securities
4.2 Form of Junior Note (included in Exhibit 4.3)
4.3 Supplemental Indenture to be used in connection
with the issuance of Junior Notes
99.1 Resolutions of the Trustees of NB Capital Trust II
dated December 10, 1996 with respect to the
terms of the offering of the Capital Securities
99.2 Resolutions of a Committee appointed by the
Board of Directors of NationsBank Corporation
dated December 10, 1996 with respect to
the Junior Notes
99.3 News Release disseminated on December 10, 1996
regarding the sale of the Capital Securities
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