-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TMVlwf2HexV6hqBRgdC4XzJxRWcpKowb/jo83QwbIlMIH5ZH9ORpWgI3R0giXf4W tjku8Veh6olGwagjoUTXfA== 0000070858-96-000020.txt : 19960202 0000070858-96-000020.hdr.sgml : 19960202 ACCESSION NUMBER: 0000070858-96-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951221 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960201 SROS: AMEX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONSBANK CORP CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560906609 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06523 FILM NUMBER: 96509893 BUSINESS ADDRESS: STREET 1: NATIONSBANK CORPORATE CENTER STREET 2: NC1007 19 04 CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043865000 MAIL ADDRESS: STREET 1: NATIONALSBANK CORPORATE CENTER STREET 2: NC1007 19 04 CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER COMPANY: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 8-K 1 BODY OF 8-K 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, AS AMENDED Date of Report (Date of Earliest Event Reported): December 21, 1995 NATIONSBANK CORPORATION ------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) North Carolina 1-6523 56-0906609 ------------------------ ------------ ------------------- (State of Incorporation) (Commission (IRS Employer File Number) 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) ITEM 5. OTHER EVENTS. Release of Fiscal Year Earnings. On January 16, 1996, the Registrant announced financial results for the fiscal year ended December 31, 1995, reporting net income of $1.95 billion and earnings per common share of $7.13. A copy of the press release announcing the results of the Registrant's fiscal year ended December 31, 1995 is included as Exhibit 99.1 hereto. Recent Acquisitions. On December 21, 1995, the Registrant completed the acquisition of North Florida Bank Corporation ("NFBC"). As of September 30, 1995, NFBC had assets of approximately $52 million and deposits of approximately $47 million. The Registrant exchanged 0.7797 shares of its common stock for each outstanding share of NFBC common stock. As a result, the Registrant issued an aggregate of approximately 103,000 shares of its common stock in the NFBC acquisition. On January 9, 1996, the Registrant completed the acquisition of Bank South Corporation ("BKSO"). As of September 30, 1995, BKSO had assets of approximately $7.7 billion and deposits of approximately $5 billion. The Registrant exchanged 0.44 shares of its common stock for each outstanding share of BKSO common stock. As a result, the Registrant issued an aggregate of approximately 26 million shares of its common stock in this acquisition. A copy of the press release announcing the consummation of this acquisition is included as Exhibit 99.2 hereto. On January 10, 1996, the Registrant completed the acquisition of CSF Holdings, Inc. ("CSF"). As of September 30, 1995, CSF had assets of approximately $4.8 billion and deposits of approximately $3.7 billion. The purchase price approximated $516 million, payable in cash. On January 31, 1996, the Registrant completed the acquisition of Sun World, N.A. ("Sun World"). As of September 30, 1995, Sun World had assets of approximately $130 million and deposits of approximately $110 million. The purchase price approximated $16 million, payable in cash. -2- ITEM 7. EXHIBITS. The following exhibits are filed herewith: Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 Press Release dated January 16, 1996 with respect to the Registrant's financial results for the fiscal year ended December 31, 1995. 99.2 Press Release dated January 9, 1996 with respect to the Registrant's acquisition of Bank South Corporation. -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONSBANK CORPORATION By: /s/ Marc D. Oken ------------------- Marc D. Oken Chief Accounting Officer Dated: February 1, 1996 -4- EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 Press Release dated January 16, 1996 with respect to the Registrant's financial results for the fiscal year ended December 31, 1995. 99.2 Press Release dated January 9, 1996 with respect to the Registrant's acquisition of Bank South Corporation. EX-99 2 EXHIBIT 99.1 OF FORM 8-K Exhibit 99.1 ------------ FOR IMMEDIATE RELEASE NATIONSBANK PROFITS APPROACHED $2 BILLION IN 1995 CHARLOTTE NC, January 16, 1996 -- Fueled by strong loan growth and advances in the major areas of noninterest income, NationsBank profits reached nearly $2 billion. "I believe our earnings come across loud and clear in describing the power of our franchise," said Hugh McColl, chairman and chief executive officer. "In 1994, our company set forth three financial goals to achieve by the end of 1996. I am proud to report that we have exceeded these goals already in 1995 by producing 17-percent earnings per share growth, a 17-percent return on equity and an efficiency ratio below 60 percent." NationsBank earned $1.95 billion in 1995, a 15-percent increase over the $1.69 billion earned in 1994. Earnings per common share for 1995 rose 17 percent to $7.13, from $6.12 per common share in 1994. Return on common shareholders' equity rose to 17.01 percent in 1995, compared to 16.10 percent last year. Strong revenue growth outpaced expense growth by a wide margin, improving the efficiency ratio in 1995 to 59.8 percent, a 277-basis point progression from 62.5 percent in 1994. For the fourth quarter of 1995, net income rose 26 percent to $510 million, compared to $405 million in the fourth quarter of 1994. Earnings per common share in the fourth quarter of 1995 increased 28 percent to $1.87, from $1.46 per common share in 1994. In 1995, average loans and leases grew 15 percent over year-earlier levels to $109 billion, driven by a 23-percent increase in average consumer loans, primarily residential mortgage and bank card loans, and increases in commercial loans. This strong loan growth led to a five-percent increase in net interest income on a taxable-equivalent basis to $5.6 billion in 1995. Average deposits in 1995 were $99.3 billion, versus $93.7 billion a year earlier. Core customer-based deposits of $83.7 billion made up 84 percent of this year's total average deposits. Noninterest income rose 19 percent to $3.1 billion in 1995, reflecting the diverse fee- generating activities of NationsBank. Strong capital markets revenues, service fees and mortgage servicing fees drove the year-over-year increase. Total nonperforming assets fell by $285 million, or 25 percent, and stood at $853 million on December 31, 1995, or .73 percent of net loans, leases and factored receivables, and other real estate owned. This compared to nonperforming assets of $1.1 billion on December 31, 1994, or 1.10 percent of net levels. The allowance for credit losses represented 306 percent of nonperforming loans at December 31, 1995, up from 273 percent at year-end 1994. In 1995, net charge-offs increased to $421 million, or .38 percent of average net loans, leases and factored receivables, from $316 million, or .33 percent of average levels in 1994. Total shareholders' equity climbed 16 percent in 1995 to $12.8 billion on December 31. This represented 6.83 percent of year-end assets. Book value per common share rose 17 percent to $46.52 on December 31, 1995. Common shares outstanding at December 31, 1995 declined to 274.3 million, compared to 276.5 million one year ago due to common share repurchases. Total market capitalization was $19.1 billion at year-end 1995. Common dividends paid per share for the calendar year 1995 increased 11 percent to $2.08, from $1.88 per share in 1994. NationsBank Corporation is a bank holding company that provides financial products and services nationally and internationally to individuals, businesses, corporations, institutional investors and government agencies. Headquartered in Charlotte, N.C., NationsBank has a retail banking franchise in nine states and the District of Columbia. As of December 31, 1995, NationsBank had total assets of $187 billion. -2- NATIONSBANK CORPORATION FINANCIAL HIGHLIGHTS
THREE MONTHS FOR THE YEAR ENDED DECEMBER 31 ENDED DECEMBER 31 ----------------- ----------------- 1995 1994 1995 1994 ------ ------ ------ ------ FINANCIAL SUMMARY ----------------- (In millions except per-share data) Net income $510 $405 $1,950 $1,690 Earnings per common share 1.87 1.46 7.13 6.12 Fully diluted earnings per common share 1.85 1.45 7.04 6.06 Average common shares issued 271.558 275.735 272.480 274.656 Average fully diluted common shares issued 276.009 279.242 277.134 278.573 Price per share of common stock at period end $69.625 $45.125 $69.625 $45.125 Common dividends paid 158 138 567 517 Common dividends paid per share .58 .50 2.08 1.88 Preferred dividends paid 2 2 8 10 EARNINGS SUMMARY ---------------- (Taxable-equivalent in millions) Net interest income $1,438 $1,326 $5,560 $5,305 Provision for credit losses (142) (70) (382) (310) Gains (losses) on sales of securities 21 (28) 29 (13) Noninterest income 846 639 3,078 2,597 Other real estate owned (expense) income (8) 8 (18) 12 Noninterest expense (1,342) (1,261) (5,163) (4,942) ------- ------- ------- ------- Income before income taxes 813 614 3,104 2,649 Income taxes - including FTE adjustment* (303) (209) (1,154) (959) ------- ------- ------- ------- Net income $510 $405 $1,950 $1,690 ======= ======= ======= ======= *FTE adjustment $25 $26 $113 $94 AVERAGE BALANCE SHEET SUMMARY ----------------------------- (In billions) Loans and leases, net $114.604 $99.764 $109.487 $95.006 Securities held for investment 12.945 17.966 15.521 15.048 Securities available for sale 10.689 8.560 10.272 12.386 Total securities 23.634 26.526 25.793 27.434 Earning assets 169.334 155.107 167.004 148.381 Total assets 191.693 174.554 188.547 166.319 Noninterest-bearing deposits 21.908 20.452 21.128 20.097 Interest-bearing deposits 76.694 78.122 78.150 73.640 Total deposits 98.602 98.574 99.278 93.737
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Shareholders' equity 11.903 10.906 11.451 10.484 Common shareholders' equity 11.866 10.877 11.415 10.435 OTHER FINANCIAL DATA -------------------- Net interest yield 3.38% 3.40% 3.33% 3.58% Return on average assets 1.06 .92 1.03 1.02 Return on average common shareholders' equity 16.98 14.68 17.01 16.10 Gross charge-offs (in millions) $211 $155 $636 $533 Net charge-offs (in millions) 156 98 421 316 % of average loans, leases and factored accounts receivable, net .53% .38% .38% .33% Efficiency Ratio 58.73 64.18 59.77 62.54
DECEMBER 31 1995 1994 -------- -------- BALANCE SHEET SUMMARY --------------------- (In billions) Loans and leases, net $116.042 $102.367 Securities held for investment 4.432 17.800 Securities available for sale 19.415 8.025 Total securities 23.847 25.825 Earning Assets 167.945 151.722 Factored accounts receivable .991 1.004 Mortgage servicing rights .707 .195 Goodwill, core deposit and other intangibles 1.514 1.517 Total assets 187.298 169.604 Noninterest-bearing deposits 23.414 21.380 Interest-bearing deposits 77.277 79.090 Total deposits 100.691 100.470 Shareholders' equity 12.801 11.011 Common shareholders' equity 12.759 10.976 Per common share (not in billions) 46.52 39.70 RISK-BASED CAPITAL Tier 1 capital $10.799 $9.511 Tier 1 capital ratio 7.24% 7.43% Total capital $17.264 $14.681 Total capital ratio 11.58% 11.47% Leverage ratio 6.27% 6.18% Common shares issued (in millions) 274.269 276.452 Allowance for credit losses $2.163 $2.186 Allowance as % of net loans, leases and factored accounts receivable 1.85% 2.11% Allowance for credit losses as % of nonperforming loans 306.49 273.07 Nonperforming loans $.706 $.801 Nonperforming assets 0.853 1.138
-4- Nonperforming assets as % of: Total assets .46% .67% Net loans, leases, factored accounts receivable and other real estate owned .73 1.10 OTHER DATA Full-time equivalent headcount 58,322 61,484 Banking centers 1,833 1,929 ATMs 2,292 2,174 BUSINESS UNIT RESULTS - Three months ended December 31, 1995 (in millions) Return on Average Loans Total Revenue Net Income Equity and Leases,net ------------- ---------- --------- -------------- General Bank $1,599 70% $312 61% 20% $73,126 64% Global Finance 505 22 137 27 14 34,631 30 Financial Services 167 7 40 8 16 7,681 7
-5- EX-99 3 EXHIBIT 99.2 OF FORM 8-K Exhibit 99.2 ------------ FOR IMMEDIATE RELEASE January 9, 1996 -- NationsBank announced it has completed the acquisition of Bank South Corporation, effective today. Bank South shareholders will receive a 0.44 share of NationsBank common stock for each share of Bank South common stock. There are approximately 58 million shares of Bank South stock outstanding. As of September 30, 1995, Bank South had $7.7 billion in assets and $5 billion in deposits. Headquartered in Charlotte, N.C., NationsBank has a retail banking franchise in nine states and the District of Columbia. As of September 30, 1995, NationsBank had total assets of $182 billion. Contact: Scott Scredon, NationsBank, (404) 607-5225 -----END PRIVACY-ENHANCED MESSAGE-----