Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year Ended December 31, 1993 -- Commission File Number 1-6523
NATIONSBANK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
North Carolina 56-0906609
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
NationsBank Corporate Center
Charlotte, North Carolina 28255
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
704 / 386-5000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock New York Stock Exchange
Pacific Stock Exchange
Tokyo Stock Exchange
8 3/8% Sinking Fund Debentures, due 1999 New York Stock Exchange
7 3/4% Debentures, due 2002 American Stock Exchange
8 1/2% Notes, due 1996 New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or in any amendment to
this Form
10-K. ( )
Aggregate market value of shares of voting stock held by all persons,
other than shares beneficially owned by persons who may be deemed to be
affiliates (as defined by SEC Rule 405), is approximately $12,054,640,002
computed by reference to the closing price of Common Stock of $47.00 per
share on March 15, 1994, on the Composite Tape, as reported in published
financial sources, and a stated price of $42.50 for the ESOP Convertible
Preferred Stock, Series C. Of the registrant's only class of Common Stock
there were 270,904,656 shares outstanding as of December 31, 1993.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT OF THE REGISTRANT FORM 10-K REFERENCE LOCATIONS
1993 Annual Report to Shareholders PARTS I, II and IV
1994 Proxy Statement PART III
PART I
ITEM 1. BUSINESS
GENERAL
The registrant is a bank holding company registered under the Bank Holding
Company Act of 1956, as amended (the "Act"), with its principal assets being the
stock of its subsidiaries. Through its banking subsidiaries (the "Banks") and
its various non-banking subsidiaries, the registrant provides banking and
banking-related services, primarily throughout the Southeast and Mid-Atlantic
states and Texas. The principal executive offices of the registrant are located
at NationsBank Corporate Center in Charlotte, North Carolina 28255.
ACQUISITIONS
On February 18, 1994, the registrant, through NationsBank of Florida, N.A.
and NationsBank of Georgia, N.A., entered into an agreement with California
Savings Bank, a Federal Savings Bank, to acquire for cash forty-three branches,
including deposits, in Florida and one branch, including deposits, in Georgia at
a purchase price of approximately $160 million. The registrant expects to
complete the acquisition during the third quarter of 1994.
On February 28, 1994, the registrant acquired by merger Corpus Christi
National Bank ("CCNB") of Corpus Christi, Texas, which had assets at the closing
date of $687 million. The registrant acquired all the outstanding capital stock
of CCNB by exchanging 2.5 shares of its Common Stock for each share of CCNB
common stock outstanding, resulting in a total consideration of approximately
$62 million. As a result, the registrant issued 2.6 million shares of Common
Stock.
Effective October 1, 1993, MNC Financial Inc. ("MNC"), a bank holding
company headquartered in Baltimore, Maryland, with total assets of $16.5
billion, was merged into the registrant pursuant to an Agreement and Plan of
Consolidation, dated July 16, 1992, as amended, between the registrant and MNC.
Based on 90.8 million shares of MNC common stock outstanding on the closing
date, the purchase price for the common stock was approximately $1.39 billion.
The registrant paid 50.1% of the purchase price with shares of its common stock
(approximately 13.6 million shares), with cash paid in lieu of fractional
shares, and 49.9% in cash (approximately $687 million).
On July 28, 1993, the registrant entered into an agreement with US WEST,
Inc. and US WEST Financial Services, Inc., a corporate finance subsidiary of US
WEST, Inc. ("USWFS"), to acquire from USWFS for cash, approximately $2.0 billion
in net receivables as well as its ongoing business. Effective December 1, 1993,
the registrant completed the asset acquisition and established Nations Financial
Capital Corporation.
On July 2, 1993, the registrant, through NationsBank of North Carolina,
N.A. completed its acquisition of substantially all the assets and certain of
the liabilities of Chicago Research & Trading Group Ltd. ("CRT") and certain of
its subsidiaries. Total assets at the date of purchase were approximately $12
billion and consisted primarily of trading account assets and securities
purchased under agreements to resell. The options market-making and trading
portion of CRT became known as NationsBanc-CRT, and the primary government
securities dealer portion became a part of NationsBanc Capital Markets, Inc.
On June 7, 1993, the registrant's joint venture with Dean Witter, Discover
& Co. to market and sell various investment products and services in selected
banking centers commenced operations as NationsSecurities, a Dean
Witter/NationsBank Company.
In the past, the registrant has successfully completed numerous bank and
bank holding company acquisitions. As part of its operations, the registrant
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, the registrant regularly analyzes the
values of, and submits bids for, the acquisition of customer-based funds and
other liabilities and assets of failed financial institutions. As a general
rule, the registrant publicly announces such material acquisitions when a
definitive agreement has been reached.
BANKING OPERATIONS
The registrant, through its various subsidiaries, provides a diversified
range of financial services to its customers. These services include activities
related to the banking business as provided through the following
1
customer groups. The General Bank Group's services include comprehensive service
in the commercial and retail banking fields; the origination and servicing of
home mortgage loans; the issuance and servicing of credit cards;
certain insurance services and private banking services. The Trust Group's
services include trust and investment management services and mutual fund
products. The Institutional Bank Group's services include comprehensive service
in the corporate and investment banking fields; trading in financial futures
through contractual arrangements with members of the various commodities
exchanges, options market making and trading; and arranging and structuring
mergers, acquisitions, leveraged buyouts, private debt placements, international
financings and venture capital. The Institutional Bank Group also provides
international operations through branches, merchant banks or representative
offices located in London, Frankfurt, Singapore, Mexico City, Grand Cayman and
Nassau, including the traditional services of paying and receiving,
international collections, bankers' acceptances, letters of credit and foreign
exchange services, as well as specialized international services, such as
tax-based leasing, export financing of certain capital goods and raw materials
and capital market services, to its corporate customers. The Secured Lending
Group's services include real estate lending; commercial finance and factoring;
and leasing and financing a wide variety of commercial equipment. The registrant
routinely analyzes its lines of business and from time to time may increase,
decrease or terminate one or more of its activities as a result of such
evaluation.
The following table indicates for each jurisdiction in which the registrant
has banking operations its total banking assets, deposits and shareholder's
equity and approximate number of banking offices, all as of December 31, 1993:
TOTAL NUMBER OF
TOTAL TOTAL SHAREHOLDER'S BANKING
JURISDICTION ASSETS DEPOSITS EQUITY OFFICES
(DOLLARS IN MILLIONS)
Texas.......................................................... $36,896 $24,639 $ 2,313 273
North Carolina................................................. 24,403 10,895 1,504 231
Florida........................................................ 21,510 15,189 1,283 359
Maryland....................................................... 15,605 10,720 1,416 281
Georgia........................................................ 15,271 8,833 1,029 201
Virginia....................................................... 11,665 9,378 898 256
South Carolina................................................. 8,509 4,861 847 180
Tennessee...................................................... 5,010 4,258 403 104
District of Columbia........................................... 4,111 2,487 586 40
Delaware (1)................................................... 3,929 -- 304 1
Kentucky....................................................... 208 163 27 4
(1) This subsidiary is engaged primarily in the business of issuing and
servicing credit cards.
In addition to the banking offices located in the above states, the various
Banks have loan production offices located in New York City, Chicago, Los
Angeles, Denver and Birmingham. The Banks also provide fully automated, 24-hour
cash dispensing and depositing services throughout the states in which they are
located. The Banks have automated teller machines (ATMs) which are linked to the
PLUS, CIRRUS, VISA, MASTERCARD, and Armed Forces Financial Network (AFFN) ATM
networks. ATMs in the Southeastern and Mid-Atlantic states are linked to HONOR
(a regional network). ATMs in Texas are linked to the PULSE network (a regional
network throughout the Southwest). ATMs in the Mid-Atlantic states also are
linked to MOST (a regional network operating only in the Mid-Atlantic states).
NON-BANKING OPERATIONS
The registrant conducts its non-banking operations through several
subsidiaries. NationsCredit Corporation and several other subsidiaries engage in
consumer credit activities. Nations Financial Capital Corporation engages in
corporate finance activities. NationsBanc Mortgage Corporation originates and
services loans for the Banks as well as for other investors. NationsBanc
Commercial Corporation and an additional subsidiary provide services related to
the factoring of accounts receivable. NationsBanc Leasing Corporation and
several additional subsidiaries engage in equipment and leveraged leasing
activities. NationsSecurities, a Dean Witter/NationsBank Company, provides full
service retail brokerage services. NationsBanc Discount Brokerage, Inc. conducts
discount brokerage activities.
2
In addition, NationsBanc Capital Markets, Inc. ("NCMI"), NationsBank's
institutional securities subsidiary, underwrites and deals in bank-eligible
securities (generally U.S. government and government agency securities, certain
municipal securities, primarily municipal general obligation securities, and
certain certificates of deposit, bankers acceptances and money market
instruments) and, to a limited extent, certain bank-ineligible securities,
including corporate debt, as authorized by the Federal Reserve Board under
Section 20 of the Glass-Steagall Act. Through NCMI's securities underwriting
authority, NationsBank provides corporate and institutional customers a broad
range of debt-related financial services.
GOVERNMENT SUPERVISION AND REGULATION
GENERAL
As a registered bank holding company, the registrant is subject to the
supervision of, and to regular inspection by, the Federal Reserve Board. The
registrant's banking subsidiaries 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 various
banking subsidiaries also are subject to regulation by the FDIC and other
federal bank regulatory bodies. In addition to banking laws, regulations and
regulatory agencies, the registrant and its subsidiaries and affiliates are
subject to various other laws and regulations and supervison and examination by
other regulatory agencies, all of which directly or indirectly affect the
registrant's operations, manangement and ability to make distributions.
The following discussion summarizes certain aspects of those laws and
regulations that affect the registrant. 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. For example, Federal interstate bank acquisitions and branching
legislation currently is being considered by Congress which, if enacted, would
permit nationwide interstate branching by the registrant. In addition, other
states including Georgia, North Carolina and Virginia recently revised their
banking statutes to facilitate interstate banking in other states that have
similar statutes regarding interstate banking. Other states in which the
registrant has banking operations are considering similar legislation. However,
the likelihood and timing of any changes and the impact such changes might have
on the registrant and its subsidiaries are difficult to determine.
Under the Act, the registrant's activities, 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.
Bank holding companies, such as the registrant, are required to obtain
prior approval of the Federal Reserve Board to engage in any new activity or to
acquire more than 5% of any class of voting stock of any company.
The Act 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 shares of any bank which is not already majority-owned. No application to
acquire shares of a bank located outside of North Carolina, the state in which
the operations of the applicant's banking subsidiaries were principally
conducted on the date it became subject to the Act, may be approved by the
Federal Reserve Board unless such acquisition is specifically authorized by the
laws of the state in which the bank whose shares are to be acquired is located.
DISTRIBUTIONS
The registrant'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 its banking
subsidiaries. Without prior regulatory approval the Banks can initiate dividend
payments in 1993 of up to $1.4 billion plus an additional amount equal to their
net profits for 1994, as defined by statute, up to the date of any such dividend
declaration. The amount of dividends that each subsidiary national bank
3
may declare in a calendar year without approval of the Comptroller is the bank's
net profits for that year combined with its net retained profits, as defined,
for the preceding two years.
In addition to the foregoing, the ability of the registrant and the Banks
to pay dividends may be affected by the various minimum capital requirements and
the capital and non-capital standards to be established under the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") as described
below. 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 the registrant, 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.
DEPOSIT INSURANCE
The deposits of each of the Banks are insured up to applicable limits by
the FDIC. Accordingly, the Banks are subject to deposit insurance assessments to
maintain the Bank Insurance Fund (the "BIF") of the FDIC. As mandated by FDICIA,
the FDIC has adopted regulations effective January 1, 1993, for the transition
from a flat-rate insurance assessment system to a risk-based system by January
1, 1994. Pursuant to these regulations, a financial institution's deposit
insurance assessment will be within a range of 0.23 percent to 0.31 percent of
its qualifying deposits, depending on the institution's risk classification. The
assessment for the registrant's banks is estimated to average 25.2 cents per
$100 of eligible deposits in 1994.
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 subsidiary of the registrant or related to FDIC assistance
provided to a subsidiary in danger of default -- the other banking subsidiaries
of the registrant may be assessed for the FDIC's loss, subject to certain
exceptions.
CAPITAL AND OPERATIONAL GUIDELINES
The narrative comments under the caption "Capital" (page 48) set forth in
the accompanying 1993 Annual Report to Shareholders of the registrant are hereby
incorporated by reference. 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 percent 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 percent 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 percent and the minimum total capital ratio is 8 percent. The
registrant's Tier 1 and total risk-based capital ratios under these guidelines
at December 31, 1993 were 7.41 percent and 11.73 percent, respectively.
The leverage ratio is determined by dividing Tier 1 capital by adjusted
total assets. Although the stated minimum ratio is 3 percent, most banking
organizations are required to maintain ratios of at least 100 to 200 basis
points above 3 percent. The registrant's leverage ratio at December 31, 1993 was
6.00 percent.
FDICIA identifies the 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 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 percent of the bank's assets at the
time it became "undercapitalized" or the amount needed to comply with the
4
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 required 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 percent, a total capital ratio of at
least 10 percent and a leverage ratio of at least 5 percent and not be subject
to a capital directive order. An "adequately capitalized" institution must have
a Tier 1 capital ratio of at least 4 percent, a total capital ratio of at least
8 percent and a leverage ratio of at least 4 percent, or 3 percent in some
cases. Under these guidelines, each of the Banks is adequately or well
capitalized.
ADDITIONAL INFORMATION
The following information set forth in the accompanying 1993 Annual Report
to Shareholders of the registrant is hereby incorporated by reference:
Table 3 (pages 28 and 29) for average balance sheet amounts, related
taxable equivalent interest earned or paid, and related average yields
earned and rates paid.
Tables 3 (pages 28 and 29) and 5 (page 31) and the narrative comments
under the caption "Net Interest Income" (pages 30 and 32) for changes in
taxable equivalent interest income and expense for each major category of
interest-earning asset and interest-bearing liability.
Tables 9 and 10 (pages 36 and 37, respectively) and the narrative
comments under the caption "Securities" (pages 36 through 38) for
information on the book values, maturities and weighted average yields of
the securities (by category) of the registrant; and Note 5 (pages 66 and
67) of the Notes to Consolidated Financial Statements.
Tables 19 (page 45), 21 (page 47) and 22 (page 48) for distribution of
loans and leases, interest-rate risk and selected loan maturity data.
Table 16 (page 43), the narrative comments under the caption
"Nonperforming Assets" (pages 41 and 43), and Note 1 (pages 62 to 63) of
the Notes to Consolidated Financial Statements for information on the
nonperforming assets of the registrant. The narrative comments under the
captions "Concentrations of Credit Risk" (pages 43 to 45) and "Loans and
Leases" (page 38) for a discussion of the characteristics of the loan
portfolio.
Tables 14 (page 41) and 15 (page 42), the narrative comments under the
caption "Provision for Credit Losses" (pages 32 and 33), "Allowance for
Credit Losses" (pages 40 and 41) and Note 1 (page 62) of the Notes to
Consolidated Financial Statements for information on the credit loss
experience of the registrant.
Tables 11 and 12 (pages 38 and 39, respectively) and the narrative
comments under the caption "Sources of Funds" (pages 38 to 39) and Note 8
(page 68) of the Notes to Consolidated Financial Statements for deposit
information.
"Six-Year Consolidated Statistical Summary" (page 79) for return on
assets, return on equity and dividend payout ratio for 1988 through 1993,
inclusive.
Table 13 (page 40) and Note 9 (pages 69 and 70) of the Notes to
Consolidated Financial Statements for information on the short-term
borrowings of the registrant.
All tables, graphs, charts, summaries and narrative on pages 1, 25
through 55, and 78 through 79 for additional data on the consolidated
operations of NationsBank Corporation and its majority-owned subsidiaries.
5
COMPETITION
The activities in which the registrant, its non-banking subsidiaries and
the Banks engage are highly competitive. Generally, the lines of activity and
markets served involve competition with other banks and non-bank financial
institutions, as well as other entities which offer financial services, located
both within and without the United States. The methods of competition center
around various factors, such as customer services, interest rates on loans and
deposits, lending limits and location of offices.
The commercial banking business in the various local markets served by the
various non-banking subsidiaries and the various Banks is highly competitive,
and the non-banking subsidiaries and the Banks compete with other commercial
banks, savings and loan associations and other businesses which provide similar
services. The non-banking subsidiaries and the Banks actively compete in
commercial lending activities with local, regional and international banks and
non-bank financial organizations, some of which are larger than certain of the
non-banking subsidiaries and the Banks. In its consumer lending operations, the
non-banking subsidiaries and the Banks' competitors include other banks, savings
and loan associations, credit unions, regulated small loan companies and other
non-bank organizations offering financial services. In the trust business, the
Banks compete with other banks, investment counselors and insurance companies in
national markets for institutional funds and corporate pension and profit
sharing accounts. The Banks also compete with other banks, insurance agents,
financial counselors and other fiduciaries for personal trust business. The
non-banking subsidiaries and the Banks also actively compete for funds. A
primary source of funds for the Banks is deposits, and competition for deposits
includes other deposit taking organizations, such as commercial banks, savings
and loan associations and credit unions, and so-called "money market" mutual
funds. The non-banking subsidiaries and the Banks also actively compete for
funds in the open market.
The registrant's ability to expand into additional states remains subject
to various federal and state laws. See "Government Supervision and
Regulation -- General" for a more detailed discussion of interstate branching
legislation and certain state legislation.
EMPLOYEES
At December 31, 1993, the registrant and its subsidiaries had 57,463 full
time equivalent employees. Of the foregoing employees, 1,341 were employed by
the registrant holding company, 5,832 were employed by the North Carolina
subsidiary bank, 7,094 were employed by the Texas subsidiary bank, 5,080 were
employed by the Florida subsidiary bank, 2,417 were employed by the South
Carolina subsidiary bank, 5,897 were employed by the Virginia subsidiary bank,
3,712 were employed by the Georgia subsidiary bank, 1,595 were employed by the
Tennessee subsidiary bank, 5,989 were employed by the Maryland subsidiary banks,
10,268 were employed by NationsBanc Services, Inc. (a subsidiary providing
operational support services to the registrant and its subsidiaries) and the
remainder were employed by the registrant's other banking and operating
subsidiaries.
ITEM 2. PROPERTIES
Construction was completed in 1992 on the 60-story NationsBank Corporate
Center in Charlotte, North Carolina owned by the registrant through subsidiaries
who are partners in NationsBanc Corporate Center Associates. NationsBank
occupies approximately 475,000 square feet at market rates under a lease which
expires in 2002, and approximately 630,000 square feet of office space is
available for lease to third parties at market rates. At year end, approximately
95 percent was occupied by the registrant or subject to existing third party
leases or letters of intention to lease.
The principal offices of NationsBank of North Carolina, N.A. ("NationsBank
North Carolina") are located in leased space in the 40-story NationsBank Tower
located at NationsBank Plaza, Charlotte, North Carolina. NationsBank North
Carolina is the major tenant of the building with approximately 588,000 square
feet of the net rentable space, of which approximately 456,000 square feet of
space is under a lease which expires in 2009 and the remaining space is under
leases of shorter duration.
The principal offices of NationsBank of Texas, N.A. ("NationsBank Texas")
are located in approximately 667,000 square feet of leased space in the 72-story
NationsBank Plaza in Dallas. NationsBank Texas is the major tenant of the
building under a lease which expires in 2001 with renewal options through 2011.
6
The principal offices of NationsBank of Florida, N.A. ("NationsBank
Florida") are located in approximately 304,000 square feet of leased space in
the NationsBank Plaza in downtown Tampa, Florida. The lease is on a staggered
schedule such that the upper floors expire in 1996 while the lower floors and
branch bank expire in 2000. NationsBank Florida has four five-year renewal
options on this space.
The principal offices of NationsBank of Virginia, N.A. ("NationsBank
Virginia") are located in approximately 470,000 square feet of space in
NationsBank Center in Richmond, Virginia, a facility that is owned by
NationsBank Virginia.
The principal offices of NationsBank of Georgia, N.A. ("NationsBank
Georgia") are located in leased space in the new 55-story NationsBank Plaza in
Atlanta, Georgia which was completed in 1992. The registrant, through a
subsidiary, is a partner in CSC Associates, L.P., a partnership that was formed
with Cousins Properties Incorporated for the development and ownership of the
office tower. NationsBank Georgia is the major tenant of the building with
approximately 566,000 square feet of the net rentable space, under a lease that
expires in 2012. NationsBank Georgia has three ten-year renewal options on this
space. Of the approximately 668,000 remaining square feet, 417,000 square feet
has been leased to third parties with 251,000 remaining square feet available
for lease to third parties at market rates.
The principal offices of NationsBank of South Carolina, N.A. ("NationsBank
South Carolina") are located in approximately 90,921 square feet of leased space
in the NationsBank Tower in Columbia, South Carolina, under a lease which
expires in 1995. NationsBank South Carolina, through subsidiaries, owns
partnership interests in the tower and the underlying land. In addition,
NationsBank South Carolina maintains offices in approximately 81,666 square feet
of leased space in NationsBank Plaza in Columbia under a lease that expires in
1999. NationsBank South Carolina has four five-year renewal options.
The principal offices of NationsBank of Maryland, N.A. ("NationsBank
Maryland") are located in approximately 142,000 square feet of leased space in
the Rockledge Executive Center in Bethesda, Maryland under a lease that expires
in 2002. NationsBank Maryland has two five-year renewal options on this space.
The principal offices of Maryland National Bank are located in approximately
232,000 square feet of space in Baltimore, Maryland in a facility that is owned
by Maryland National Bank.
The principal offices of NationsBank of Tennessee, N.A. ("NationsBank
Tennessee") are located in approximately 191,000 square feet of leased space in
One Sovran Plaza in Nashville, Tennessee under a lease that expires in 2012.
NationsBank Tennessee has two ten-year and one five-year renewal options on this
space.
The principal offices of NationsCredit are located in approximately 136,000
square feet of space in Allentown, Pennsylvania in a facility that is owned by
NationsCredit. In addition, NationsCredit has approximately 287 leased premises
around the country.
The principal offices of Nations Financial Capital Corporation are located
in approximately 42,880 square feet of leased space in Canterbury Green in
Stamford, Connecticut, under a lease which expires in 1997. Nations Financial
Capital Corporation, through subsidiaries or branch offices, leases space in the
following states: Alabama, Arizona, Florida, Georgia, Illinois, Louisiana,
Maryland, Mississippi, Nevada, Ohio, Oregon, Pennsylvania, Tennessee, Texas and
Washington.
7
As of December 31, 1993, the registrant and its subsidiaries conducted
their banking and bank-related activities in both leased and owned facilities
throughout the jurisdictions in which the Banks are located, as follows:
APPROXIMATE APPROXIMATE
LEASED OWNED
FACILITIES FACILITIES
North Carolina 216 50
Texas 158 150
Florida 189 227
Virginia 84 147
Georgia 56 170
South Carolina 109 129
Tennessee 53 71
Metro D.C. 452 114
Delaware 1 0
Kentucky 4 4
Other States 11 99
ITEM 3. LEGAL PROCEEDINGS
The registrant and its subsidiaries are defendants in or parties to a
number of pending and threatened legal actions and proceedings. Management
believes, based upon the opinion of counsel, that the actions and liability and
loss, if any, resulting from the final outcome of these proceedings, will not be
material in the aggregate.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to security holders in the fourth quarter
of the registrant's fiscal year.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
The principal market on which the registrant's Common Stock (the "Common
Stock") is traded is the New York Stock Exchange. The registrant also listed
certain of its shares of Common Stock for trading on the Pacific Stock Exchange
and on the Tokyo Stock Exchange. The high and low sales prices of Common Stock
on the Composite Tape, as reported in published financial sources, for each
quarterly period indicated below are as follows:
QUARTER HIGH LOW
1992 first 48 1/8 39 5/8
second 49 7/8 43 1/8
third 50 42 3/8
fourth 53 3/8 41 5/8
1993 first 58 49 1/2
second 57 7/8 45
third 53 5/8 48 1/4
fourth 53 1/4 44 1/2
As of December 31, 1993, there were 108,435 record holders of Common Stock.
During 1992 and 1993, the registrant paid dividends on a quarterly basis, which
aggregated $1.51 per share in 1992 and $1.64 per share in 1993.
The tenth paragraph of Note 9 (page 70) and Note 12 (page 71) of the Notes
to Consolidated Financial Statements in the registrant's accompanying 1993
Annual Report to Shareholders are hereby incorporated by reference. See also
"Government Supervision and Regulation -- Distributions."
8
ITEM 6. SELECTED FINANCIAL DATA
The information set forth in Table 1 (page 25) in the registrant's
accompanying 1993 Annual Report to Shareholders is hereby incorporated by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
All of the information set forth under the captions "Management's
Discussion and Analysis -- 1993 Compared to 1992" (pages 25 through 50),
"Management's Discussion and Analysis -- 1992 Compared to 1991" (pages 50, 51,
54 and 55), "Report of Management" (page 56) and all tables, graphs and charts
presented under the foregoing captions, in the 1993 Annual Report to
Shareholders of the registrant is hereby incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information set forth in the accompanying 1993 Annual Report
to Shareholders of the registrant is hereby incorporated by reference:
The Consolidated Financial Statements of NationsBank Corporation and
Subsidiaries together with the report thereon of Price Waterhouse dated January
14, 1994 (pages 57 through 61); all Notes to Consolidated Financial Statements
(pages 62 through 77); the unaudited information presented in Table 24 (page
51); and the narrative comments under the caption "Fourth Quarter Review" (page
50).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting
and financial disclosure as defined by Item 304 of Regulation S-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information set forth under the caption "Election of Directors" on pages 3
through 12 of the definitive 1994 Proxy Statement of the registrant furnished to
shareholders in connection with its Annual Meeting to be held on April 27, 1994
(the "1994 Proxy Statement") with respect to the name of each nominee or
director, that person's age, that person's positions and offices with the
registrant, that person's business experience, that person's directorships in
other public companies, that person's service on the registrant's Board and
certain of that person's family relationships and information set forth in the
first paragraph on page 15 of the 1994 Proxy Statement with respect to Section
16 matters is hereby incorporated by reference.
CERTAIN ADDITIONAL INFORMATION CONCERNING EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to Instructions to Form 10-K and Item 401(b) of Regulation S-K,
the name, age and position of each person who presently may be deemed to be an
executive officer of the registrant are listed below along with such person's
business experience during the past five years. Officers are appointed annually
by the Board of Directors at the meeting of directors immediately following the
annual meeting of shareholders. There are no arrangements or understandings
between any officer and any other person pursuant to which the officer was
selected.
Fredric J. Figge, II, age 57, Chairman, Corporate Risk Policy of the
registrant. Mr. Figge was named Chairman, Corporate Risk Policy in October, 1993
and prior to that time served as Chairman, Credit Policy of the registrant and
of the Banks. He first became an officer of the registrant in September, 1987.
He also serves as Chairman, Corporate Risk Policy of the Banks and as director
of various subsidiaries of the registrant.
James H. Hance, Jr., age 49, Vice Chairman and Chief Financial Officer of
the registrant. Mr. Hance was named Chief Financial Officer in August, 1988,
also served as Executive Vice President from March, 1987 to December 31, 1991
and was named Vice Chairman in October, 1993. He first became an officer of the
registrant in 1987. He also serves as a director of Maryland National Bank,
NationsBank of D.C., N.A., NationsBank Maryland, NationsBank Tennessee and
various other subsidiaries of the registrant.
9
Kenneth D. Lewis, age 46, President of the registrant. Mr. Lewis was named
to his present position in October, 1993. Prior to that time, from June, 1990 to
October, 1993 he served as President of the registrant's General Bank and from
August, 1988 to June, 1990, he served as President of NationsBank Texas. He
first became an officer in 1971. Mr. Lewis also serves as a director of
NationsBank Florida, NationsBank Georgia, NationsBank South Carolina and
NationsBank Texas.
Hugh L. McColl, Jr., age 58, Chairman of the Board and Chief Executive
Officer of the registrant. He first became an officer in 1962. Mr. McColl was
Chairman of the registrant from September, 1983 until effectiveness of the
merger of C&S/Sovran on December 31, 1991, and was re-appointed Chairman on
December 31, 1992. He also serves as a director of the registrant and as Chief
Executive Officer of the Banks.
Marc D. Oken, age 47, Executive Vice President and Principal Accounting
Officer of the registrant. Mr. Oken was named to his present position in July,
1989, and from 1983 to 1989 served as an Audit Partner with Price Waterhouse. He
first became an officer in 1989.
James W. Thompson, age 54, Vice Chairman of the registrant and Chairman of
NationsBank East. Mr. Thompson was named Vice Chairman in October, 1993, and as
Chairman of NationsBank East upon effectiveness of the merger of C&S/Sovran on
December 31, 1991. He first became an officer of NationsBank North Carolina in
May, 1963. He also serves as chairman of the board of directors of Maryland
National Bank, NationsBank North Carolina, NationsBank of D.C., N.A.,
NationsBank Maryland, NationsBank South Carolina and NationsBank Virginia.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to current remuneration of executive officers,
certain proposed remuneration to them, their options and certain indebtedness
and other transactions set forth in the 1994 Proxy Statement (i) under the
caption "Board of Directors' Compensation" on page 17 thereof, (ii) under the
caption "Executive Compensation" on pages 18 and 19 thereof, (iii) under the
caption "Retirement Plans" on pages 19 and 20 thereof, (iv) under the caption
"Deferred Compensation Plan" on pages 20 and 21 thereof, (v) under the caption
"Benefit Security Trust" on page 21 thereof, (vi) under the caption "Stock
Options" on page 22 thereof, and (vii) under the caption "Certain Transactions"
on pages 31 through the first paragraph on page 34 thereof, is, to the extent
such information is required by Item 402 of Regulation S-K, hereby incorporated
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The security ownership information required by Item 403 of Regulation S-K
and relating to persons who beneficially own more than 5% of the outstanding
shares of Common Stock or ESOP Preferred Stock is hereby incorporated by
reference to the second full paragraph on page 3 of the 1994 Proxy Statement.
Such required ownership information relating to directors, nominees and named
executive officers individually and directors and executive officers as a group
is hereby incorporated by reference to the Equity Securities ownership
information set forth on pages 13 through 15 of the 1994 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to relationships and related transactions between
the registrant and any director, nominee for director, executive officer,
security holder owning 5% or more of the registrant's voting securities or any
member of the immediate family of any of the above, as set forth in the 1994
Proxy Statement under the caption "Compensation Committee Interlocks and Insider
Participation" beginning with the second full paragraph on page 29 through page
30 and under the caption "Certain Transactions" on pages 31 through the first
paragraph on 34 thereof, is, to the extent such information is required by Item
404 of Regulation S-K, hereby incorporated by reference.
10
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
a. The following documents are filed as part of this report:
PAGE IN
ANNUAL
REPORT*
(1) Financial Statements:
Report of Independent Accountants....................................................... 57
Consolidated Statement of Income for the three years ended
December 31, 1993..................................................................... 58
Consolidated Balance Sheet at December 31, 1993 and 1992................................ 59
Consolidated Statement of Cash Flows for the three years ended
December 31, 1993..................................................................... 60
Consolidated Statement of Changes in Shareholders' Equity for the three years ended
December 31, 1993..................................................................... 61
Notes to Consolidated Financial Statements.............................................. 62-77
* Incorporated by reference from the indicated pages of the 1993 Annual Report to
Shareholders.
(2) All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
b. The following reports on Form 8-K have been filed by the registrant
during the quarter ended December 31, 1993:
Current Report on Form 8-K dated and filed October 8, 1993, Items 2
and 7.
Current Report on Form 8-K dated and filed October 18, 1993, Items
5 and 7.
Current Report on Form 8-K dated and filed October 29, 1993, Items
5 and 7.
Form 8-K/A Amendment No. 1 to Form 8-K dated and filed November 10,
1993, Item 7.
c. The exhibits filed as part of this report and exhibits incorporated
herein by reference to other documents are listed in the Index to
Exhibits to this Annual Report on Form 10-K (pages E-1 through E-7,
including executive compensation plans and arrangements which are
identified separately by asterisk).
With the exception of the information herein expressly incorporated by
reference, the 1993 Annual Report to Shareholders and the 1994 Proxy Statement
of the registrant are not to be deemed filed as part of this Annual Report on
Form 10-K.
11
SIGNATURE
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
NATIONSBANK CORPORATION
Date: March 30, 1994 By: /s/ JAMES H. HANCE, JR.
JAMES H. HANCE, JR.
VICE CHAIRMAN AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ HUGH L. MCCOLL, JR. Chairman of the Board and March 30, 1994
Chief Executive Officer
(HUGH L. MCCOLL, JR.)
/s/ MARC D. OKEN Executive Vice President March 30, 1994
(Principal Accounting Officer)
(MARC D. OKEN)
/s/ RONALD W. ALLEN Director March 30, 1994
(RONALD W. ALLEN)
/s/ WILLIAM M. BARNHARDT Director March 30, 1994
(WILLIAM M. BARNHARDT)
/s/ THOMAS M. BELK Director March 30, 1994
(THOMAS M. BELK)
/s/ THOMAS E. CAPPS Director March 30, 1994
(THOMAS E. CAPPS)
/s/ R. EUGENE CARTLEDGE Director March 30, 1994
(R. EUGENE CARTLEDGE)
/s/ CHARLES W. COKER Director March 30, 1994
(CHARLES W. COKER)
/s/ THOMAS G. COUSINS Director March 30, 1994
(THOMAS G. COUSINS)
/s/ ALAN T. DICKSON Director March 30, 1994
(ALAN T. DICKSON)
/s/ W. FRANK DOWD, JR. Director March 30, 1994
(W. FRANK DOWD, JR.)
/s/ A. L. ELLIS Director March 30, 1994
(A. L. ELLIS)
II-1
SIGNATURE TITLE DATE
/s/ PAUL FULTON Director March 30, 1994
(PAUL FULTON)
/s/ L. L. GELLERSTEDT, JR. Director March 30, 1994
(L. L. GELLERSTEDT, JR.)
/s/ TIMOTHY L. GUZZLE Director March 30, 1994
(TIMOTHY L. GUZZLE)
/s/ E. BRONSON INGRAM Director March 30, 1994
(E. BRONSON INGRAM)
/s/ W. W. JOHNSON Director March 30, 1994
(W. W. JOHNSON)
/s/ ROBERT E. MCNAIR Director March 30, 1994
(ROBERT E. MCNAIR)
/s/ BUCK MICKEL Director March 30, 1994
(BUCK MICKEL)
/s/ JOHN J. MURPHY Director March 30, 1994
(JOHN J. MURPHY)
/s/ JOHN C. SLANE Director March 30, 1994
(JOHN C. SLANE)
/s/ JOHN W. SNOW Director March 30, 1994
(JOHN W. SNOW)
/s/ MEREDITH R. SPANGLER Director March 30, 1994
(MEREDITH R. SPANGLER)
/s/ ROBERT H. SPILMAN Director March 30, 1994
(ROBERT H. SPILMAN)
/s/ WILLIAM W. SPRAGUE, JR. Director March 30, 1994
(WILLIAM W. SPRAGUE, JR.)
/s/ RONALD TOWNSEND Director March 30, 1994
(RONALD TOWNSEND)
/s/ MICHAEL WEINTRAUB Director March 30, 1994
(MICHAEL WEINTRAUB)
By: /S/ CHARLES M. BERGER
CHARLES M. BERGER, ATTORNEY-IN-FACT
II-2
INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
1. Not Applicable.
2. Not Applicable.
3. (a) Amended and Restated Articles of Incorporation of registrant, as in effect on
the date hereof, incorporated by reference to Exhibit 3 (i) of registrant's
Report on Form 8-K dated August 2, 1993.
(b) Amended and Restated Bylaws of registrant, as in effect on the date hereof,
incorporated by reference to Exhibit 3(b) of registrant's Annual Report on
Form 10-K dated March 25, 1992.
4. (a) Specimen certificate of registrant's Common Stock, incorporated by reference
to Exhibit 4.1 of registrant's Registration No. 33-45542.
(b) Specimen certificate of registrant's ESOP Convertible Preferred Stock, Series
C incorporated by reference to Exhibit 4(c) of registrant's Annual Report on
Form 10-K dated March 25, 1992.
(c) Indenture dated as of March 1, 1974 between registrant and Manufacturers
Hanover Trust Company, including the form of the Debenture, pursuant to which
registrant issued its 8 3/8% Sinking Fund Debentures, due 1999, incorporated
by reference to Exhibit 2 of registrant's Registration No. 2-50151.
(d) Indenture dated as of August 1, 1982 between registrant and Morgan Guaranty
Trust Company of New York, pursuant to which registrant issued its 7 3/4%
Debentures, due 2002, incorporated by reference to Exhibit 4.2 of registrant's
Registration No. 2-78530.
E-1
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
(e) Indenture dated as of October 1, 1986 between registrant and Security Pacific
National Trust Company (New York), pursuant to which registrant issued its
8 1/2% Notes, due 1996, incorporated by reference to Exhibit 4.1 of
registrant's Registration No. 33-7221.
(f) Indenture dated as of March 30, 1989 between registrant and The Bank of New
York, including the form of Notes, pursuant to which registrant issued its
10 1/2% Subordinated Notes, due 1999, incorporated by reference to Exhibit 4.2
of registrant's Registration No. 33-27918.
(g) Indenture dated as of September 1, 1989 between registrant and The Bank of New
York, pursuant to which registrant issued its 9 3/8% Subordinated Notes, due
2009; its 10.20% Subordinated Notes, due 2015, its 9 1/8% Subordinated Notes,
due 2001; and its 8 1/8% Subordinated Notes, due 2002, incorporated by
reference to Exhibit 4.1 of registrant's Registration No. 33-30717.
(h) Indenture dated as of January 1, 1992 between registrant and BankAmerica Trust
Company of New York, pursuant to which registrant issued its 6 5/8% Senior
Notes, due 1998; and its 5 3/8% Senior Notes, due 1995, incorporated by
reference to Exhibit 4.1 of registrant's Registration No. 33-54784.
(i) Indenture dated as of November 1, 1992 between registrant and The Bank of New
York, pursuant to which registrant issued its 6 7/8% Subordinated Notes, due
2005, incorporated by reference to Exhibit 4.1 of registrant's Amendment to
Application or Report on Form 8 dated March 1, 1993.
(j) First Supplemental Indenture dated as of July 1, 1993 to the Indenture dated
as of January 1, 1992 between registrant and BankAmerica National Trust
company (formerly BankAmerica Trust Company of New York), pursuant to which
registrant issued its Senior Medium-Term Notes, Series A and B; its 4 3/4%
Senior Notes, due 1996; its 5 1/8% Senior Notes, due 1998; and its 5 3/8%
Senior Notes, due 2000, incorporated by reference to Exhibit 4.1 of
registrant's Report on Form 8-K dated July 6, 1993.
(k) First Supplemental Indenture dated as of July 1, 1993 to the Indenture dated
as of November 1, 1992 between registrant and The Bank of New York, pursuant
to which registrant issued its Subordinated Medium-Term Notes, Series A and B;
and its 6 1/2% Subordinated Notes, due 2003, incorporated by reference to
Exhibit 4.4 of registrant's Report on Form 8-K dated July 6, 1993.
(l) The registrant has other long-term debt agreements, but these are not material
in amount. Copies of these agreements will be furnished to the Commission on
request.
5. Not Applicable.
6. Not Applicable.
7. Not Applicable.
8. Not Applicable.
9. None.
10. (a) Partnership Agreement between NationsBanc Charlotte Center, Inc. and Charter
Properties, Inc. dated July 17, 1987, incorporated by reference to
registrant's Annual Report on Form 10-K dated March 27, 1991; Amendment
thereto dated as of July 1, 1988, and Amendment thereto dated as of February
20, 1992 incorporated by reference to Exhibit 10(f) of registrant's Annual
Report on Form 10-K dated March 25, 1992; and Release and Settlement Agreement
between the parties thereto dated as of July 30, 1992 incorporated by
reference to Exhibit 10(a) of registrant's Annual Report on Form 10-K dated
March 24, 1993.
E-2
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
(b) Limited Partnership Agreement of CSC Associates, L. P., between The Citizens
and Southern Corporation and Cousins Properties Incorporated dated as of
September 29, 1989, including Transfer of Partnership Interest between The
Citizens and Southern Corporation and C&S Premises, Inc.; and First Amendment
thereto incorporated by reference to Exhibit 10(ss) of registrant's Annual
Report on Form 10-K dated March 25, 1992.
(c) Employment Agreement between registrant and A. L. Ellis incorporated by *
reference to Exhibit 2 of registrant's Registration No. 2-88129.
(d) The NationsBank Retirement Savings Plan, as effective January 1, 1993. *
(e) Investment Trust Agreement Under The NationsBank Retirement Savings Plan, as *
effective January 1, 1993.
(f) ESOP Trust Agreement Under The NationsBank Retirement Savings Plan, as *
effective January 1, 1993.
(g) Ancillary Trust Agreement for the Investment Trust of The NationsBank *
Retirement Savings Plan, as effective January 1, 1993.
(h) Independent Agency Agreement for the Investment Trust of The NationsBank *
Retirement Savings Plan, as effective January 1, 1993.
(i) Description of the 1993 NationsBank Corporation Annual Incentive Plan for *
Executive Officers.
(j) NationsBank Corporation and Designated Subsidiaries Directors' Retirement Plan *
incorporated by reference to Exhibit 10(f) of registrant's Annual Report on
Form 10-K dated March 27, 1991.
(k) NationsBank Corporation and Designated Subsidiaries Supplemental Executive *
Retirement Plan incorporated by reference to Exhibit 10(g) of registrant's
Annual Report on Form 10-K dated March 22, 1989; Amendment thereto dated as of
June 28, 1989 incorporated by reference to Exhibit 10(g) of registrant's
Annual Report on Form 10-K dated March 28, 1990; Amendment thereto dated as of
June 27, 1990 incorporated by reference to Exhibit 10(g) of registrant's
Annual Report on Form 10-K dated March 27, 1991; Amendment thereto dated as of
July 21, 1991 incorporated by reference to Exhibit 10(bb) of registrant's
Annual Report on Form 10-K dated March 25, 1992; Amendment thereto dated as of
December 3, 1992 and Amendment thereto dated as of December 15, 1992 both of
which are incorporated by reference to Exhibit 10(l) of registrant's Annual
Report on Form 10-K dated March 24, 1993.
(l) NationsBank Corporation and Designated Subsidiaries Deferred Compensation Plan *
for Key Employees incorporated by reference to Exhibit 10(h) of registrant's
Annual Report on Form 10-K dated March 22, 1989; Amendment thereto dated as of
June 28, 1989 incorporated by reference to Exhibit 10(h) of registrant's
Annual Report on Form 10-K dated March 28, 1990; Amendment thereto dated as of
June 27, 1990 incorporated by reference to Exhibit 10(h) of registrant's
Annual Report on Form 10-K dated March 27, 1990; Amendment thereto dated as of
July 21, 1991 incorporated by reference to Exhibit 10(bb) of registrant's
Annual Report on Form 10-K dated March 25, 1992; and Amendment thereto dated
as of December 3, 1992 incorporated by reference to Exhibit 10(m) of
registrant's Annual Report on Form 10-K dated March 24, 1993.
(m) 1986 Restricted Stock Award Plan of NationsBank Corporation, as amended, *
incorporated by reference to Exhibit 10(n) of registrant's Annual Report on
Form 10-K dated March 24, 1993.
(n) The NationsBank Pension Plan, as effective January 1, 1993. *
E-3
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
(o) NationsBank Corporation and Designated Subsidiaries Supplemental Retirement *
Plan; Amendment thereto dated as of June 28, 1989 incorporated by reference to
Exhibit 10(k) of registrant's Annual Report on Form 10-K dated March 28, 1990;
Amendment thereto dated as of June 27, 1990 incorporated by reference to
Exhibit 10(k) of registrant's Annual Report on Form 10-K dated March 27, 1991;
Amendment thereto dated as of July 21, 1991 incorporated by reference to
Exhibit 10(bb) of registrant's Annual Report on Form 10-K dated March 25,
1992; Amendment thereto dated as of December 3, 1992 and Amendment thereto
dated as of December 4, 1992 both of which are incorporated by reference to
Exhibit 10(p) of registrant's Annual Report on Form 10-K dated March 24, 1993.
(p) NationsBank Corporation and Designated Subsidiaries Supplemental Executive *
Retirement Plan for Senior Management Employees incorporated by reference to
Exhibit 10(1) of registrant's Annual Report on Form 10-K dated March 22, 1989;
Amendment thereto dated as of June 28, 1989 incorporated by reference to
Exhibit 10(1) of registrant's Annual Report on Form 10-K dated March 28, 1990;
Amendment thereto dated as of June 27, 1990 incorporated by reference to
Exhibit 10(1) of registrant's Annual Report on Form 10-K dated March 27, 1991;
Amendment thereto dated as of July 21, 1991 incorporated by reference to
Exhibit 10(bb) of registrant's Annual Report on Form 10-K dated March 25,
1992; Amendment thereto dated as of December 3, 1992 and Amendment thereto
dated as of December 15, 1992 both of which are incorporated by reference to
Exhibit 10(q) of registrant's Annual Report on Form 10-K dated March 24, 1993.
(q) Compensation Arrangements for Kenneth D. Lewis incorporated by reference to *
Exhibit 10(m) of registrant's Annual Report on Form 10-K dated March 22, 1989;
Amendments thereto dated July 2, 1990 incorporated by reference to Exhibit
10(r) of registrant's Annual Report on Form 10-K dated March 27, 1991; and
Amendments thereto dated as of January 1, 1991 incorporated by reference to
Exhibit 10(q) of registrant's Annual Report on Form 10-K dated March 25, 1992.
(r) Split Dollar Agreement dated as of February 1, 1990 between registrant and *
Hugh L. McColl III, as Trustee for the benefit of Hugh L. McColl, Jr. and Jane
S. McColl incorporated by reference to Exhibit 10(s) of registrant's Annual
Report on Form 10-K dated March 27, 1991.
(s) NationsBank Corporation Benefit Security Trust dated as of June 27, 1990 *
incorporated by reference to Exhibit 10(t) of registrant's Annual Report on
Form 10-K dated March 27, 1991; and First Supplement thereto dated as of
November 30, 1992 incorporated by reference to Exhibit 10(v) of registrant's
Annual Report on Form 10-K dated March 24, 1993.
(t) The NationsBank Retirement Savings Restoration Plan, as effective January 1, *
1994.
(u) Employment Arrangement with Fredric J. Figge, II dated July 27, 1987 *
incorporated by reference to Exhibit 10(tt) of registrant's Annual Report on
Form 10-K dated March 25, 1992.
(v) Business Asset Purchase Agreement dated November 17, 1992 among NationsBanc
Financial Services and the other Purchasers named or to be named therein and
Chrysler First, Inc. and the other sellers named therein incorporated by
reference to Exhibit 28.2 of registrant's Report on Form 8-K dated December 2,
1992.
(w) Loan Asset Purchase Agreement dated November 17, 1992 among NationsBank of
Texas, N.A. and Chrysler First, Inc. and the other Sellers named therein
incorporated by reference to Exhibit 28.3 of registrant's Report on Form 8-K
dated December 2, 1992.
(x) Investment Agreement between registrant and MNC Financial, Inc., with certain
exhibits attached thereto (except Exhibits A and D), incorporated by reference
to Exhibit 28.3 of registrant's Quarterly Report on Form 10-Q dated August 11,
1992; and Amendment thereto dated as of September 28, 1992 incorporated by
reference to Exhibit 28.1 of registrant's Report on Form 8-K dated October 2,
1992.
(y) MNC Financial, Inc. Articles Supplementary for Series A Preferred Stock (in
the form of Exhibit A to the Investment Agreement) incorporated by reference
to Exhibit 28.3 of registrant's Quarterly Report on Form 10-Q dated August 11,
1992.
(z) Registration Rights Agreement dated as of July 16, 1992, by and between
registrant and MNC Financial, Inc. (in the form of Exhibit D to the Investment
Agreement) incorporated by reference to Exhibit 28.3 of registrant's Quarterly
Report on Form 10-Q dated August 11, 1992.
(aa) Agreement and Plan of Consolidation between registrant and MNC Financial, Inc.
incorporated by reference to Exhibit 28.4 of registrant's Quarterly Report on
Form 10-Q dated August 11, 1992; Amendment thereto dated as of September 28,
1992 incorporated by reference to Exhibit 28.1 of registrant's Report on Form
8-K dated October 2, 1992; and Amendment thereto dated as of November 30, 1992
incorporated by reference to Exhibit 28.6 of registrant's Report on Form 8-K
dated December 2, 1992.
(bb) Agreement among registrant, MNC Financial, Inc., Alfred Lerner and the Maybaco
Company incorporated by reference to Exhibit 28.5 of registrant's Quarterly
Report on Form 10-Q dated August 11, 1992.
11. Earnings per share computation.
12. None.
13. 1993 Annual Report to Shareholders. This exhibit filed via EDGAR contains only those
portions of the Annual Report that are incorporated by reference.
14. Not Applicable.
15. Not Applicable.
16. None.
17. Not Applicable.
18. None.
19. None.
20. Not Applicable.
E-4
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
21. List of Subsidiaries of Registrant.
22. None.
23. Consent of Price Waterhouse.
24.1 Power of Attorney.
24.2 Corporate Resolution.
25. Not Applicable.
26. Not Applicable.
27. None.
28. None.
99. None.
* Denotes executive compensation plan or arrangements.
E-5