BARNETT BANKS INC
10-K/A, 1995-03-22
STATE COMMERCIAL BANKS
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<PAGE>

                                  FORM 10-K/A

                      SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.  20549


               /X/ AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13
                   OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1994

                                OR

            / /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from             to
                                        ------------   ------------

       Commission file number: 1-7901


                             BARNETT BANKS,INC.
            ----------------------------------------------------
           (Exact name of Registrant as specified in its charter)



                  FLORIDA                            59-0560515
         -------------------------------         -------------------
         (State or other jurisdiction of           (IRS Employer
          incorporation or organization)         Identification No.)


     50 N. LAURA STREET, JACKSONVILLE, FL                   32202-3638
     ----------------------------------------               -----------
     (Address of principal executive offices)               (Zip Code)

      Registrant's telephone number, including area code (904) 791-7720
                                                         --------------


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<PAGE>

Securities registered pursuant to Section 12(b) of the Act:

                                  NAME OF EXCHANGE
TITLE OF EACH CLASS               ON WHICH REGISTERED
Common Stock                      The New York Stock Exchange
Par Value $2.00 per share

Series A $4.50 Cumulative         The New York Stock Exchange
 Convertible Preferred Stock

Series C $4.00 Cumulative         The New York Stock Exchange
 Convertible Preferred Stock

8 1/2% Subordinated Capital       The New York Stock Exchange
 Notes, due 1999

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes   X    No
                                                   -----     -----


The aggregate market value of the voting stock held by non-affiliates of the
Registrant at December 31, 1994 is approximately  $3,724,211,029.

Common Stock outstanding at December 31, 1994:
                              96,732,754 Shares

                    DOCUMENTS INCORPORATED BY REFERENCE

                                  NONE


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<PAGE>

1. Part II.
     Item 5. - Market for the Registrant's Equity and Related Stockholder
               Matters


SHAREHOLDER DATA

         There were 33,268 shareholders of record of Barnett common stock as of
December 31, 1994.  In addition, approximately 12,800 Barnett employees own
stock through company-sponsored plans.


                      STOCK PRICE AND DIVIDEND INFORMATION

<TABLE>
<CAPTION>
                                    1993
                                    ----
                            4th      3rd     2nd        1st
<S>                        <C>      <C>     <C>       <C>
High.................       $45.13  $48.88  $49.00    $50.38
Low..................        37.38   43.00   40.00     40.25
Close................        41.50   45.00   47.75     45.00
Dividends............          .36     .36     .36       .33
Price/earnings ratio.        10.3x   15.3x   18.5x     20.5x
</TABLE>


                       STOCK PRICE AND DIVIDEND INFORMATION

<TABLE>
<CAPTION>

                                    1994
                                    ----
                           4th      3rd     2nd       1st
<S>                       <C>      <C>     <C>       <C>
High.................      $43.50   $47.63   48.13    $45.88
Low..................       37.63    43.25   43.25     39.75
Close................       38.50    44.25   43.75     44.13
Dividends............         .41      .41     .41       .36
Price/earnings ratio.        8.3x     9.8x    9.9x     10.4x
</TABLE>


                                       3

<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on behalf by the
undersigned, thereunto duly authorized.



                                          BARNETT BANKS, INC.



                                          By: /s/ Patrick J. McCann
                                              --------------------------------
                                               Patrick J. McCann
                                               Controller
                                               (Principal Accounting Officer)



Date:  March 21, 1995

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