EXHIBIT 99.6
[BOATMEN'S LETTERHEAD]
November 15, 1996
Dear Fellow Shareholder:
We are pleased to invite you to attend a Special Meeting of Shareholders of
Boatmen's Bancshares, Inc. to be held at 10:00 a.m. on December 20, 1996, at
One Boatmen's Plaza, 800 Market Street, St. Louis, Missouri.
In connection with this meeting, holders of Boatmen's Common Stock and
holders of Boatmen's 7% Cumulative Redeemable Preferred Stock, Series B
("Boatmen's Series B Preferred Stock"), are being asked to consider and vote
upon a proposal to approve an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which Boatmen's will merge with and into a subsidiary
of NationsBank Corporation (the "Merger").
For nearly 150 years, Boatmen's has provided excellent customer service and
strong commitment to its communities. The Merger allows this tradition to
continue with even greater focus on customer satisfaction and product
innovation. Boatmen's shareholders have the opportunity, through the Merger, to
align themselves with one of the premier financial institutions in the nation.
The combination of Boatmen's and NationsBank will result in a company that ranks
in size and profitability with the top companies in the world.
In the Merger, each outstanding share of Boatmen's Common Stock will be
converted into the right to receive 0.6525 of a share of NationsBank Common
Stock or, at the election of the holder, an equivalent amount in cash (based on
the average market value of such NationsBank Common Stock during a ten trading
day period prior to the consummation of the Merger), subject to an aggregate
maximum of 40% of the total consideration paid to holders of Boatmen's Common
Stock in the Merger. In addition, in the Merger, each share of Boatmen's
Convertible Preferred Stock, Series A ("Boatmen's Series A Preferred Stock") and
Boatmen's Series B Preferred Stock will be converted into one share of a
corresponding new series of NationsBank Preferred Stock having substantially
identical terms as the relevant series of Boatmen's Preferred Stock. Each of the
Boatmen's Depositary Shares, representing interests in Boatmen's Series A
Preferred Stock, will be converted into one Depositary Share representing a
comparable interest in the new NationsBank Series A Preferred Stock. It is
expected that the Merger generally will be tax free to Boatmen's shareholders
for federal income tax purposes, to the extent they receive stock rather than
cash consideration.
Based on the $95.125 last reported sale price per share of NationsBank
Common Stock on the New York Stock Exchange Composite Transactions List on
November 14, 1996, each share of Boatmen's Common Stock would have been
converted into the right to receive NationsBank Common Stock having a market
price of $62.069 at such time. The actual value of the NationsBank Common
Stock to be received in exchange for Boatmen's Common Stock will depend on the
market price of the NationsBank Common Stock at the time the Merger is
consummated.
Consummation of the Merger is subject to certain conditions, including
obtaining the requisite approvals of Boatmen's and NationsBank's shareholders
and appropriate regulatory authorities. As further described in the accompanying
Joint Proxy Statement-Prospectus, the Board of Directors of Boatmen's has the
right to terminate the Merger Agreement in certain circumstances involving a
substantial decrease in the price of NationsBank Common Stock, unless
NationsBank elects to increase the exchange ratio as provided in the Merger
Agreement.
BOATMEN'S SHAREHOLDERS ARE URGED TO READ CAREFULLY THE ACCOMPANYING JOINT
PROXY STATEMENT-PROSPECTUS, INCLUDING THE APPENDICES THERETO, WHICH CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Copies of the Joint Proxy
Statement-Prospectus are also being furnished to holders of shares of Boatmen's
Series A Preferred Stock and related Depositary Shares, but such holders are not
entitled to vote at the meeting.
Whether or not you personally attend the meeting, holders of Boatmen's
Common Stock and Boatmen's Series B Preferred Stock should complete, sign and
date the enclosed proxy card and return it in the enclosed prepaid envelope as
soon as possible. This action will not limit a holder's right to vote in person
should such holder wish to attend the meeting and vote in person.
THE BOARD OF DIRECTORS OF BOATMEN'S HAS APPROVED THE MERGER AGREEMENT AND
BELIEVES THE MERGER IS FAIR TO, AND IS IN THE BEST INTERESTS OF, ITS
SHAREHOLDERS. ACCORDINGLY, THE BOARD UNANIMOUSLY RECOMMENDS THAT ITS
SHAREHOLDERS VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT.
Sincerely,
/s/ Andrew B. Craig, III
Andrew B. Craig, III
Chairman of the Board and
Chief Executive Officer