NationsBank Corp. is contemplating an $800 million to $1 billion offering through lead manager Merrill Lynch & Co., a buy-side source said yesterday.

The offering is expected to have three-year and 10-year tranches, the source said.

Tim Lubinsky, a NationsBank spokesman, declined to comment on the offering Merrill Lynch also declined to comment.

Proceeds are expected to go toward two major pending deals: the takeover of MNC Financial Inc., a Baltimore bank holding company; and the purchase of $2.3 billion in receivables from US West Financial Services.

Banks rarely make public offerings of this size. Sales of asset-backed and short-term debt are exceptions.

NationsBank has become an active issuer in the capital markets this year after announcing a string of cash acquisitions, including the recent US West deal.

The bank has completed the purchase of about $2.2 billion of assets from Chrysler First Inc., a finance company, and Chicago Research and Trading, an options firm.

Just under half of the pending $1.4 billion MNC purchase will be made with cash.

Market sources estimated that the bank needs to raise at least $1.5 billion and possibly more than $2.5 billion through debt offerings this year to complete pending acquisitions.

NationsBank has borrowed $1.84 billion in the capital markets so far this year, about equal to its total borrowings in the six previous years, according to Securities Data Co. Its total capital ratio was 11.75% at the end of June.

Among yesterday's deals was the Province of Quebec's $1.1 billion Canadian dollar global bond offering.

The noncallable 7.50% securities mature in 2003, a source familiar with the offering said. They were priced t 98.13 to yield 7.667% or 68 basis points more than the Canadian government's 7.50% bond of 2003. The securities were offered in Canada, the United States, Europe and Asia.

Merrill Lynch & Co. and Scotia McLeod Inc. served as joint lead managers on the offering. Moody's Investors Service rates the offering A1, while Standard & Poor's Corp. rates it A-plus.

Elsewhere yesterday, traders noted little change in American Telephone & Telegraph Co. issues following the company's announcement that it had signed a "definitive" merger agreement with McCaw Cellular Communications Inc.

According to a AT&T press release, the all-stock transaction would be valued at roughly $12.6 billion.

The two companies decision to merge was "a recent outgrowth" of talks following last November's announcement that they planned a strategic alliance under which AT&T would buy a one-third stake in McCaw for $3.8 billion. The figure included AT&T's purchase of 35.8 million shares of McCaw from British Telecom.

Under the new transaction, AT&T will acquire British Telecom's shares at the same price and under the same terms as the other McCaw shares, the release says.

The deal has been approved by the boards of AT&T, McCaw, and BT. Certain other approvals are necessary, however.

"Telecommunications is growing and converging with other industries so fast that it was almost impossible in our discussions to define and divide future opportunities between the two companies," Robert E. Allen, AT&T's chairman, said in the release. "A merger offers the best, quickest way to go after this market."

AT&T expects to complete the transaction in under a year, the release says.

In other news, MBNA America Bank, N.A., a wholly owned subsidiary of MBNA Corp., yesterday said it had issued $750 million of 5.40% asset-backed securities.

The MBNA Master Credit Card Trust Series 1993-3 is backed by credit card receivables originated and serviced by MBNA, and MBNA release says. The five-year securities were priced to yield 5.43%, or 40 basis points more than comparable Treasuries. J.P. Morgan Securities Inc. served as lead manager, with First Boston Corp. and Lehman Brothers as co-managers, the release says.

Moody's rates the offering Aaa, while Standard & Poor's rates it AAA.

The offering is MBNA America Bank's 19th transaction and the bank's first to use its new $5 billion credit card asset-backed security shelf program, MBNA's release says.

As a credit enhancement, the trust has a 9% cash collateral account, a structure pioneered by MBNA.

In secondary trading, spreads on high-grade issues ended a quiet day unchanged. High-yield issues also ended unchanged.

New Issues

Federal National Mortgage Association issued $200 million of 4.40% step-up medium-term notes due 1998. The notes, which are noncallable for two years, were priced initially at par to yield 25 basis points more than five-year Treasuries. After two years, the coupon steps up to 5.95%. The internal rate of return in 5.281. Goldman, Sachs & Co. managed the offering.

Federal Home Loan Banks issued $109 million of 5.04% notes due 1998 at part. The notes are noncallable. Merrill Lynch & Co. was sole manager of the offering.

Panhandle Eastern Pipeline Corp. issued $100 million of 7.20% debentures due 2024. Noncallable for 10 years, the debentures were priced at 99.25 to yield 7.261%, or 94 basis points over 30-year Treasuries. Moody's rates the offering Baa2, while Standard & Poor's rates it BBB-minus. Kidder, Peabody & Co. was lead manager.

Federal Home Loan Mortgage Corp. issued $100 million of 5.18% notes due 1988 at par. Noncallable for a year, the notes were priced to yield 15 basis points more than comparable Treasuries. Morgan Stanley & Co. was sole manager of the offering.

Federal Home Loan Banks issued $100 million of 4.40% step-up notes due 1998 at par. Noncallable for two years, the notes were priced flat to comparable Treasuries. The coupon steps up to 6.02% after two years. The internal rate of return is 5.32%. Nomura Securities International managed the offering.

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