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MNC FINANCIAL, NATIONSBANK ENTER INTO INVESTMENT, MERGER AGREEMENTS

 MNC FINANCIAL, NATIONSBANK ENTER INTO INVESTMENT, MERGER AGREEMENTS
 BALTIMORE, July 17 /PRNewswire/ -- MNC Financial, Inc. (NYSE: MNC) today announced it has entered into an investment agreement and a merger agreement with NationsBank Corporation (NYSE: NB). Under the terms of the investment agreement, NationsBank will purchase $200 million of newly issued common equivalent securities of MNC on or before Sept. 30, 1992. The securities are convertible into approximately 17 million shares of MNC common stock, providing an effective purchase price of $11.75 per MNC common share.
 Under the terms of the merger agreement, NationsBank may elect to acquire MNC on or before Sept. 30, 1997, at a multiple of adjusted book value per share beginning at 125 percent in 1993 and increasing to 150 percent in 1997. In no event, however, will the purchase price be less than $14 per share if the merger occurs before Sept. 30, 1995, and less than $15 thereafter.
 "We're delighted to have entered into these agreements with one of the premier banking organizations in the country," said Frank P. Bramble, president and CEO of MNC. "This transaction certainly confirms the inherent value of MNC's franchise, the quality of our diverse customer base, and the talent and many contributions of our people.
 "As a result of this investment, MNC's balance sheet and capital base have been enhanced significantly. With this underlying strength we look forward to being able to provide even better, more competitive service throughout our marketplace," Bramble said.
 "We believe our substantial investment will assist MNC in its ongoing successful recovery," said NationsBank chief executive officer Hugh L. McColl, Jr.
 McColl said that Bramble and his management team "have done a superb job in guiding their company through the difficulties posed by the decline of real estate values in their market."
 Consummation of the investment agreement is subject to Federal Reserve Board agreement that NationsBank will not be deemed to control MNC. Consummation of the merger agreement will be subject to regulatory approvals and the approval of MNC stockholders. MNC chairman Alfred Lerner has committed to support the NationsBank transaction.
 MNC Financial, which owns the largest bank in Maryland, has total assets of $16 billion and 241 branches throughout the District of Columbia, Maryland and Virginia. Its banking subsidiaries are Maryland National Bank, American Security Bank in the District of Columbia, and Virginia Federal Savings Bank, of Richmond.
 NationsBank, the fourth largest banking company in the United States, has total assets of $110.7 billion, and more than 1800 banking offices in nine states and the District of Columbia. As part of this network, NationsBank has 149 banking offices throughout the current MNC market area.
 -0- 7/17/92
 /CONTACT: Daniel G. Finney, senior vp, corporate communications, 410-547-4038, or Charles L. Davis, vp and director of investor relations, 410-547-4410, both of MNC Financial/
 (MNC NB) CO; MNC Financial, Inc.; NationsBank Corporation ST: Maryland, North Carolina IN: FIN SU: TNM


SF -- PH002 -- 0063 07/17/92 07:29 EDT
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Publication:PR Newswire
Date:Jul 17, 1992
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