<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
BARNETT BANKS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BARNETT BANKS, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A (per Fedwire; 3-1-95).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
BARNETT BANKS, INC.
50 N. LAURA STREET -- JACKSONVILLE, FLORIDA 32202-3638
February 27, 1995
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Barnett Banks, Inc. at 10:00 a.m. on Wednesday,
April 19, 1995. A formal notice setting forth the business to come before the
meeting and a proxy statement are attached. The meeting will be held in Building
500 of the Barnett Office Park, 9000 Southside Boulevard, Jacksonville, Florida.
A map appears on the back cover of this proxy statement.
At the meeting, you will be asked to elect six directors, five to serve for
three-year terms and one to serve for a two-year term. The Board of Directors
recommends a vote "For" the election of the nominees.
Regardless of the number of shares you own, it is important that they are
voted at the meeting. Accordingly, you are asked to sign, date and mail the
enclosed proxy in the envelope provided for your convenience.
Thank you for your cooperation and continued support.
CHARLES E. RICE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
<PAGE>
BARNETT BANKS, INC.
------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 19, 1995
---------------
TO THE HOLDERS OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of Barnett Banks, Inc. (the "Company" or "Barnett") will be held on
Wednesday, April 19, 1995, at 10:00 a.m., in Building 500 of the Barnett Office
Park, 9000 Southside Boulevard, Jacksonville, Florida to consider and act upon
the following matters:
1. Election of five directors of the Company each for a three-year term
and one director of the Company for a two-year term; and
2. Such other business as may properly come before the meeting or any
adjournments thereof.
Only shareholders of record of the Company's common stock at the close of
business on February 8, 1995 are entitled to notice of, and to vote on, all
business that may come before the Annual Meeting.
Whether or not you plan to attend the meeting, please complete, sign and
date the enclosed proxy and return it promptly to the Company in the
postage-paid envelope enclosed for your use. You may revoke the proxy at any
time before it is exercised by following the instructions set forth on the first
page of the accompanying proxy statement.
By Order of the Board of Directors,
CATHERINE C. COSBY
CORPORATE SECRETARY
Dated: February 27, 1995
<PAGE>
BARNETT BANKS, INC.
50 N. LAURA STREET
JACKSONVILLE, FLORIDA 32202
----------------
PROXY STATEMENT
----------------
This proxy statement and the enclosed proxy are being furnished in
connection with the
solicitation by the Board of Directors of Barnett Banks, Inc., of proxies to be
voted at the Annual Meeting of Shareholders of the Company to be held Wednesday,
April 19, 1995, and any adjournments thereof. This proxy statement and the
accompanying proxy are being distributed to shareholders on or about February
27, 1995.
The number printed in the upper right hand corner of the proxy/voting
instruction card accompanying this proxy statement indicates the number of
shares owned and includes, when applicable, shares held in the Barnett Employee
Savings and Thrift ("BEST") Plan or through any of the Company's other stock
purchase plans. The proxy will also instruct the trustees of the Company's stock
plans how to vote any shares of the Company's common stock allocated to the
accounts of participants in these plans.
Unless contrary instructions are received, the persons named in the
accompanying proxy will vote the shares represented by each proxy returned in
favor of the six directors nominated. Each such proxy granted may be revoked by
its shareholder at any time before it is exercised by filing with the Secretary
of the Company an instrument revoking it, or by voting in person at the Annual
Meeting.
Barnett has adopted a confidential voting policy which provides that votes
of all shareholders shall be held in confidence from the Company, its directors,
officers and employees except: (i) as necessary to meet applicable legal
requirements and to assert or defend claims for or against Barnett; (ii) in case
of a contested proxy solicitation; or (iii) in the event a shareholder has made
a written comment on the proxy material or has requested a waiver of
confidentiality. As part of this policy, Barnett employs both an independent
tabulator to receive and tabulate the proxies and independent inspectors of
election.
VOTING PROCEDURES
The Company's Bylaws provide that a majority of shares entitled to vote and
represented in person or by proxy at a meeting of the shareholders constitutes a
quorum. Under the Florida Business Corporation Act, directors are elected by a
plurality of the votes cast at a meeting at which a quorum is present. Other
matters are approved if affirmative votes cast by the holders of the shares
represented at a meeting at which a quorum is present and entitled to vote on
the subject matter exceed votes opposing the action, unless a greater number of
affirmative votes or voting by classes is required by the Act or the Company's
Articles of Incorporation. Therefore, abstentions and broker non-votes have no
effect under Florida law. A broker non-vote generally occurs when a broker who
holds shares in street name for a customer does not have authority to vote on
certain non-routine matters under the rules of the New York Stock Exchange
because its customer has not provided any voting instructions on the matter.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The record of shareholders entitled to vote was taken at the close of
business on February 8, 1995. Each share of common stock outstanding on that
date is entitled to one vote on each matter to come before the Annual Meeting.
On that date, the Company had outstanding 96,939,529 shares of common stock,
$2.00 par value. The closing price of the common stock on the New York Stock
Exchange on February 8, 1995, as reported in THE WALL STREET JOURNAL, was $43.88
per share.
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors is divided into three classes serving staggered terms
in accordance with the Company's Amended and Restated Articles of Incorporation.
The terms of the directors in Class I expire this year, and five of these
directors have been nominated for election to a term of three years expiring in
1998. Jean McArthur Davis, a Class I director who was elected to the Board in
1984 and who planned to retire following the completion of her current term,
died in January 1995. Armando M. Codina, a Class II director, resigned from the
Board in February 1995. In addition, Carter H. Golembe, a Class III director
since 1985, will retire following the 1995 Annual Meeting.
The directors nominated for election at the 1995 Annual Meeting of
Shareholders are Walter H. Alford, Rita Bornstein, Alvin R. Carpenter, Clarence
V. McKee, and Charles E. Rice. Each of the nominees was elected to the Board at
the 1992 Annual Meeting of Shareholders with the exception of Mr. Carpenter, who
was elected by the directors to the Board in July 1994. Shareholders are also
being asked to elect Remedios Diaz Oliver a Class III director, with a term to
expire in 1997. Mrs. Diaz Oliver was elected to the Board by the directors in
January 1995.
In order to be elected, each nominee must receive a plurality of the votes
cast, which shall be counted as described in VOTING PROCEDURES on page 1. The
accompanying proxy, unless otherwise specified, will be voted for the election
of the six persons named above. If any nominee should become unavailable, which
is not now anticipated, the persons voting the accompanying proxy may, in their
discretion, vote for a substitute.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES.
----------------
Information relating to business experience, age and beneficial ownership of
Company securities of each director is set forth below. Unless otherwise
indicated, all stock information is as of December 31, 1994. Unless otherwise
noted, all shares are owned directly, with sole voting and dispositive powers.
In every instance, the shares of equity securities owned by each director
represent less than one percent of the class owned.
----------------
<TABLE>
<S> <C>
NOMINEES FOR TERMS EXPIRING IN 1998
CLASS I DIRECTORS
WALTER H. ALFORD, 56, Executive Vice President and General Counsel of BellSouth 3,832 shares of common stock (1)
Corporation. Mr. Alford was elected to the Board of Directors in 1982 and is a member of
the Audit Committee. Mr. Alford has served in his BellSouth position since November
1987.
RITA BORNSTEIN, 59, President of Rollins College. Dr. Bornstein was elected to the Board 1,508 shares of common stock
of Directors in 1991 and is a member of the Corporate Responsibility Committee. She also
serves as a director of Barnett Bank of Central Florida, N.A. Dr. Bornstein served as
Vice President of the University of Miami from 1985 until July 1990, when she was
appointed to her current position.
ALVIN R. CARPENTER, 53, President and Chief Executive Officer of CSX Transportation, Inc. 2,231 shares of common stock
Mr. Carpenter was elected to the Board of Directors in July 1994 and is a member of the
Corporate Responsibility Committee. He also serves as a director of Barnett Bank of
Jacksonville, N.A. Mr. Carpenter served as President of CSX Distribution Services from
July 1989 to January 1992 when he was elected to his present position. He is a director
of Florida Rock Industries, Inc. and Regency Realty Corporation.
</TABLE>
2
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<TABLE>
<S> <C>
CLARENCE V. MCKEE, 52, Chairman, President and Chief Executive Officer of McKee 1,250 shares of common stock
Communications, Inc. (a firm involved in the acquisition and management of television
and radio stations). Mr. McKee was elected to the Board of Directors in 1990 and is a
member of the Corporate Responsibility Committee. He also serves as a director of
Barnett Bank of Tampa. He was a co-owner of WTVT Inc., licensee of WTVT Channel 13,
Tampa, Florida, from 1987 to October 1992. Mr. McKee formerly practiced law and served
as a director of the Legal Services Corporation, Washington, D.C. He is a director of
Florida Progress Corporation and its subsidiary, the Florida Power Corporation, and
American Heritage Life Insurance Company.
CHARLES E. RICE, 59, Chairman and Chief Executive Officer of the Company. Mr. Rice was 419,413 shares of common stock (2)
elected to the Board of Directors in 1972 and serves as Chairman of the Executive
Committee. He has served as Chief Executive Officer since 1979, assuming the additional
responsibilities of Chairman in 1984. Mr. Rice is a director of CSX Corporation, Sprint
Corporation, and its Florida subsidiary, United Telephone of Florida.
OTHER DIRECTORS
CLASS II DIRECTORS
(TERMS EXPIRING IN 1996)
JAMES L. BROADHEAD, 59, Chairman and Chief Executive Officer of FPL Group, Inc. Mr. 2,255 shares of common stock
Broadhead was elected to the Board of Directors in 1989 and is a member of the Audit
Committee. He has served in his present position since January 1989. Mr. Broadhead is a
director of FPL Group, Inc. (a diversified holding company whose interests include
Florida Power & Light Company and companies engaged in non-utility generation and citrus
production) and its subsidiary, Florida Power & Light Company, Delta Air Lines, Inc. and
The Pittston Company.
THOMPSON L. RANKIN, 54, Chairman, President and Chief Executive Officer of Lykes Bros. 621,205 shares of common stock (3)
Inc. and subsidiary companies. Mr. Rankin was elected to the Board of Directors in 1993
and is a member of the Executive Compensation and Management Development Committee. He
has served as President of Lykes Bros. Inc. (a citrus, cattle and meat packing company)
since 1988, and as Chairman, President and Chief Executive Officer since 1989. In
addition, he serves as Chairman and Chief Executive Officer of Shore Management, Inc.
and Lykes Energy, Inc. He is a director of Lykes Bros. Inc., Shore Management, Inc. and
Lykes Energy, Inc.
</TABLE>
3
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<TABLE>
<S> <C>
FREDERICK H. SCHULTZ, 66, Owner of Schultz Investments. Mr. Schultz was first elected a 130,800 shares of common stock and
director of the Company in 1968, serving until 1979 when he resigned to become Vice 2,000 shares of Series A $4.50
Chairman of the Board of Governors of the Federal Reserve System. He was re-elected to Cumulative Convertible Preferred
the Board of Directors of the Company in 1982 following the expiration of his term at Stock (4)
the Federal Reserve. He is Chairman of the Audit Committee and a member of the Executive
Committee. He has been the owner of Schultz Investments (a private investment firm)
since 1957. Mr. Schultz is a director of Transco Energy Company, American Heritage Life
Insurance Co., Riverside Group Inc., Southeast Atlantic Corp. and Wickes Lumber Company.
JOHN A. WILLIAMS, 52, Chairman of Post Properties, Inc. Mr. Williams was elected to the 31,402 shares of common stock
Board of Directors in 1987 and is a member of the Executive Compensation and Management
Development Committee. He has been Chairman of Post Properties, Inc. (a real estate
development and management firm) since 1971. He is a director of Post Properties, Inc.
and Harry's Farmers Market, Inc.
CLASS III DIRECTORS
(TERMS EXPIRING IN 1997)
MARSHALL M. CRISER, 66, Chairman of the law firm of Mahoney Adams & Criser, P.A. since 5,711 shares of common stock (5)
October 1989 and President Emeritus of the University of Florida. Mr. Criser was elected
to the Board of Directors in 1989 and is a member of the Corporate Responsibility
Committee. He also serves as a director of Barnett Banks Trust Company, N.A. Mr. Criser
served as the President of the University of Florida from September 1984 to March 1989.
He is also a director of BellSouth Corporation, FPL Group, Inc., Perini Corporation and
CSR America, Inc.
JACK B. CRITCHFIELD, 61, Chairman and Chief Executive Officer of Florida Progress 4,239 shares of common stock (6)
Corporation and President Emeritus of Rollins College. Dr. Critchfield was elected to
the Board of Directors in 1977 and is Chairman of the Executive Compensation and
Management Development Committee and a member of the Executive Committee. Dr.
Critchfield served as President of Florida Progress Corporation (a diversified holding
company with interests in mining, shipping, insurance and land development, and owner of
Florida Power Corporation) from February 1988 to February 1990 when he was named Chief
Executive Officer. He was elected Chairman of the Board on January 1, 1991. Dr.
Critchfield is a director of Florida Progress Corporation and its subsidiary, Florida
Power Corporation.
REMEDIOS DIAZ OLIVER, 56, President and Chief Executive Officer of All American 566 shares of common stock (7)
Containers, Inc. Mrs. Diaz Oliver was elected to the Board in January 1995. She also
serves as a director of Barnett Bank of South Florida, N.A. Mrs. Diaz Oliver has been
the President and Chief Executive Officer of All American Containers, Inc. (a
distributor of glass, plastic and metal containers) since October 1991. She previously
served as Chief Executive Officer and President of American International, Inc. from
1977 to 1991. Mrs. Diaz Oliver is a director of Avon Products, Inc. and U.S. West, Inc.
</TABLE>
4
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<TABLE>
<S> <C>
ALLEN L. LASTINGER, JR., 52, President and Chief Operating Officer of the Company. Mr. 208,334 shares of common stock
Lastinger was elected to the Board of Directors in 1984. He has been an executive (2)(8)
officer of the Company since 1980. Mr. Lastinger served as Vice Chairman and Chief
Banking Officer from November 1988 until December 31, 1990, and assumed the position of
President and Chief Operating Officer on January 1, 1991.
STEWART TURLEY, 60, Chairman and Chief Executive Officer of Eckerd Corporation. Mr. Turley 6,621 shares of common stock
was elected to the Board of Directors in 1976 and is Chairman of the Corporate
Responsibility Committee and a member of the Executive Committee. He has been an
executive officer of Eckerd Corporation (a retail drug store chain) for more than five
years. Mr. Turley is a director of Eckerd Corporation, Sprint Corporation and Springs
Industries, Inc.
<FN>
- ------------------------
(1) Shares are held as follows: 1,045 as record owner with sole voting and
dispositive powers; 1,787 jointly with his wife with shared voting and
dispositive powers and 1,000 in trust under the will of H.G. Alford.
(2) Included in beneficial ownership are shares of common stock issuable upon
the exercise of certain options exercisable immediately or within 60 days
as follows: Mr. Rice, 290,500 shares and Mr. Lastinger, 133,750 shares.
(3) Shares are held as follows: 302,073 as record-holder with sole voting and
dispositive powers, 319,022 indirectly as trustee for three family trusts
and 110 indirectly through his wife.
(4) Shares of common stock are held as follows: 28,000 as sole record owner
and 102,000 indirectly through his wife with shared voting and dispositive
powers. In addition, 800 shares of common stock and all of the shares of
Series A Preferred Stock are held through an Individual Retirement Account
(IRA) established for Mr. Schultz' benefit.
(5) Shares are held as follows: 1,011 as record-holder with sole voting and
dispositive powers, 200 jointly with his wife with shared voting and
dispositive powers and 2,000 indirectly through his wife and two children.
Mr. Criser has neither voting nor dispositive powers for the shares held
solely by his wife or by his children and disclaims beneficial ownership
of those shares. In addition, 2,500 shares are held through IRA or pension
plan accounts for Mr. Criser's benefit.
(6) Shares are held as follows: 3,239 as record-holder with sole voting and
dispositive powers and 1,000 indirectly through his wife. Dr. Critchfield
has neither voting nor dispositive powers for the shares held by his wife
and disclaims beneficial ownership of those shares.
(7) Stock information is as of January 18, 1995, the date of Mrs. Diaz
Oliver's election to the Board.
(8) Shares are held as follows: 68,811 as record owner with sole voting and
dispositive powers and 5,773 jointly with his wife with shared voting and
dispositive powers.
</TABLE>
SECURITIES OWNERSHIP OF MANAGEMENT
As of December 31, 1994, all executive officers and directors of the Company
as a group, a total of 29 persons, owned beneficially 1,845,692 shares of common
stock, or 1.89 percent of the common stock outstanding. Included in such
beneficial ownership is an aggregate of 725,286 shares of common stock which
certain of the Company's executive officers have the right to acquire
immediately or within 60 days upon the exercise of certain options. Included in
such total are shares held by officers named in the SUMMARY COMPENSATION table
on Page 10 as follows: Mr. Nobles, 54,546; Mr. Newman, 39,207; and Mr. Brewer,
54,519.
5
<PAGE>
SECTION 16(A) REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers and directors, and
any persons owning more than 10 percent of a class of the Company's stock, to
file certain reports of ownership and changes in ownership with the Securities
and Exchange Commission ("SEC") and the New York Stock Exchange. During 1994,
the executive officers and directors of the Company filed with the SEC on a
timely basis all required reports relating to transactions involving equity
securities of the Company beneficially owned by them. The Company has relied on
the written representation of its executive officers and directors and copies of
the reports they have filed with the SEC in providing this information.
BOARD OF DIRECTORS AND
STANDING COMMITTEES; DIRECTOR COMPENSATION
If elected, the six nominees along with the Class II and other Class III
Directors will constitute the Board of Directors of the Company. During 1994,
the Board held a total of eight regular meetings and three special meetings.
The Board of Directors maintains four standing committees: an Audit
Committee, a Corporate Responsibility Committee, an Executive Compensation and
Management Development Committee and an Executive Committee, which are described
below. Members of these committees are elected annually at the Board meeting
immediately following the annual shareholders' meeting. Under the Company's
Bylaws, the Board of Directors is authorized to designate other members of the
Board to serve in the place of absent members of any committee. The Board of
Directors does not have a separate nominating committee, although the Corporate
Responsibility Committee reviews the qualifications of prospective nominees and
makes recommendations to the Board of Directors on nominees to fill new or
vacant Board seats.
The Audit Committee comprises Messrs. Schultz (Chairman), Alford, Broadhead
and Golembe, none of whom is an officer of the Company. During 1994, this
committee held eight meetings. The principal responsibilities of the Audit
Committee are as follows: (1) approval of the accounting firm to be employed by
the Company as its independent auditor; (2) approval of the selection,
compensation and termination of the Company's General Auditor and the Senior
Vice President of Credit Quality; (3) consultation with internal auditors and
the independent public accountants with regard to the audit plan; (4)
determination that no restrictions are placed by management on the scope or
implementation of either the internal auditors' or independent accountants'
examination of the Company; (5) review of the Company's credit quality review
function, the methods used to test loan quality and the adequacy of the
Company's allowance for loan losses; (6) consultation with the internal auditors
and the Company's independent public accountants with respect to the adequacy of
internal accounting controls; (7) review of new or proposed accounting standards
which affect the banking industry and their impact on the Company; (8) review
with management, the General Auditor, and the independent auditors, of the basis
for the reports issued under Section 363.2 of the FDIC Improvement Act of 1991;
(9) review of the adequacy of the Company's Investments and Asset/Liability
Management policies and results for compliance; and (10) consultation with the
General Counsel and outside counsel when appropriate, to discuss legal matters
that may have a significant impact on the Company.
The Corporate Responsibility Committee comprises Messrs. Turley (Chairman),
Carpenter, Criser and McKee and Dr. Bornstein. The Corporate Responsibility
Committee held six meetings during 1994. The Corporate Responsibility Committee
is responsible for addressing issues of public policy and social responsibility
which affect the interests and welfare of the Company and its shareholders,
employees, customers and other constituents, and the communities in which they
operate. Its areas of responsibility include: equal employment opportunity,
including affirmative action programs and practices; community affairs
activities; charitable contributions and contributions of human
6
<PAGE>
services; corporate governance matters affecting public responsibility,
including reviewing and recommending to the full Board of Directors nominees to
fill new or vacant Board positions; the Barnett Employee Code of Conduct and
conflict of interest standards; political activities; and compliance with
non-financial, legal and regulatory requirements affecting the Company's
governance and operations.
The Executive Compensation and Management Development Committee comprises
Dr. Critchfield (Chairman) and Messrs. Rankin and Williams. During 1994, this
committee held five meetings. The principal responsibilities of the Committee
are: (1) recommending the compensation arrangement of the Company's chief
executive officer to the Board of Directors; (2) approving the compensation of
certain other senior officers of the Company and its affiliates; (3) developing
and administering the Company's incentive and deferred compensation plans; (4)
periodically reviewing the Company's benefit programs; (5) serving as the Stock
Option Committee on behalf of the Board of Directors; and (6) reviewing
succession plans for key executive positions.
The Executive Committee consists of the Chief Executive Officer, who serves
as Chairman of the Committee, as well as the Chairperson of each of the Board's
standing committees, currently Messrs. Schultz and Turley and Dr. Critchfield.
The Executive Committee is authorized to act on behalf of and to exercise all of
the powers of the full Board of Directors when the Board is not in session,
except as limited by the Company's Bylaws or by Florida law. The Executive
Committee did not meet during 1994.
In 1994 all members of the Board attended at least 75% of the meetings of
the Board and all committees on which they served.
Each director who is not an officer of the Company receives a monthly
retainer of $2,000, except that each director who chairs a committee receives a
monthly retainer of $2,500. In addition, non-management directors receive $2,000
for each Board meeting and $1,000 for each committee meeting attended.
Management directors do not receive directors' fees. A Directors' Deferral Plan
allows directors to defer all or part of their fees into a deferred income
benefit account. Directors choosing the deferred income benefit receive
supplemental retirement or survivor benefits over a five-to-twenty year period.
A Directors' Stock Deferral Plan, approved by shareholders in 1994, allows
directors to receive some or all of their annual retainer and other fees in the
form of Barnett common stock held in a deferred compensation account.
A Director's Retirement Plan provides a retirement benefit equal to the
annual retainer in effect at the date of retirement to be paid for a number of
years equal to the number of years of service as a director (maximum of 10).
This benefit is provided to directors who serve five or more years. Payments
begin in the year following the director's retirement or termination from the
Board. Certain disability and death benefits are provided.
The firm CHG Consulting, Inc., of which Carter H. Golembe serves as
President, rendered consulting services to the Company in 1994 for which it
received approximately $71,050.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
During 1994, Dr. Critchfield, Mrs. Davis and Messrs. Rankin and Williams
served as members of the Board's Executive Compensation and Management
Development Committee (the "Committee"). No member of the Committee was, or ever
has been, an officer or employee of the Company. Dr. Critchfield and Mr.
Williams, and certain companies with which Messrs. Rankin or Williams are
associated, are customers of and have banking transactions with the Company's
subsidiary banks in the ordinary course of business. Likewise, Mrs. Davis (who
died in January 1995) was, and certain companies with which she was associated,
were customers of and had banking transactions with the Company's subsidiary
banks in the ordinary course of business. As described in the section entitled
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS on page 17, all loans were made
on substantially the
7
<PAGE>
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons and, in the opinion of the
managements of the subsidiary banks, did not involve more than the normal risk
of collectibility or present other unfavorable features.
REPORT OF THE EXECUTIVE COMPENSATION AND
MANAGEMENT DEVELOPMENT COMMITTEE
COMPENSATION PHILOSOPHY. The Executive Compensation and Management
Development Committee of the Company's Board of Directors (the "Committee")
strongly believes that the maximization of corporate performance and, in turn,
shareholder value, depends on close alignment of the financial interests of
shareholders and those of the Company's employees, including its senior
managers. Accordingly, the Committee and the Company adhere in both principle
and practice to the concept of pay-for-performance. The Company maintains
incentive compensation programs for all managerial employees. The Company's
compensation program for senior managers is variable and closely tied to
corporate, business unit and individual results. Those programs place "at risk"
a significant portion of senior manager compensation in a manner that encourages
a sharp and continuing focus on building shareholder value.
The compensation of senior management at Barnett includes three components:
first, a base salary that reflects the scope of the executive's responsibilities
and is competitive in the financial services industry; second, an annual
cash-based incentive plan, closely tied to the Company's success in achieving
significant financial performance goals as set forth in advance by the
Committee; and third, a long-term incentive plan that links rewards to value
created for shareholders. The competitiveness of the Company's compensation
programs is evaluated by reviewing several survey sources as well as disclosed
proxy information for the top executives of other financial services
institutions. The proxy information is reviewed both for the banks that comprise
the KBW 50 Total Return Index, which is used by the Company for stock
performance comparisons and described on page 14, and for a specific subset of
21 peer banks. The Committee meets in January of each year to review results
from the prior year, to recommend annual incentive awards for Mr. Rice and other
executives of the Company, and to recommend the salary level for Mr. Rice for
the coming year.
A more detailed discussion of how these elements of pay work together and
specific actions taken in recent years follows.
BASE SALARY. It is Barnett's compensation policy to maintain salary levels
that are competitive with those paid to senior managers with comparable
responsibilities at comparable financial institutions. Furthermore, adjustments
to salaries may be made from time to time to reflect market conditions and to
reward for performance accomplishments. At the beginning of 1994, the Company
adjusted the salaries of many executive officers for the first time since 1989.
The increases recognized both the changes in competitive practices in recent
years as well as superior performance in 1993.
After an extensive analysis of survey information, and in light of the
outstanding year that the Company enjoyed in 1993, the Committee increased Mr.
Rice's 1994 salary to $785,000, his first salary increase since 1989.
ANNUAL INCENTIVE PAY -- DIRECT TIE TO BUSINESS PERFORMANCE. The Company
desires to pay annual incentives that provide average rewards for average
results and to pay at or above the 75th percentile of industry norms for
outstanding results. No awards are paid if specified targets are not met.
In 1994, shareholders approved the adoption of the Company's
performance-based annual incentive plan (the "Annual Plan") for the Company's
Chief Executive Officer, the four other most highly-compensated officers, and
all other senior managers. For the CEO and four other most highly-compensated
officers, this plan allows annual incentive awards of up to 160 percent of the
salary range midpoint for each position, based on the Company's achievement of
specific earnings per share results. Other senior managers may also earn up to
160 percent of midpoint based on company
8
<PAGE>
earnings per share and various business unit measures. Earnings per share goals
are established at the beginning of the year. The Annual Plan complies with the
terms of the federal Revenue Reconciliation Act of 1993 that limits the
deductibility of executive compensation for incentive plans.
The Company earned $4.66 per share in 1994. Based on these results, the
Committee granted Mr. Rice an incentive award of $922,500 which was 123 percent
of the midpoint for his salary range.
LONG-TERM PAY -- EMPHASIS ON STOCK APPRECIATION AND OWNERSHIP. The
Company's strategy is to use stock, and stock-based compensation, to reward
executives for outstanding long-term results. For the three years prior to 1994,
the Company's long-term incentive program included two components: stock options
and a Performance Unit Plan. In 1994, restricted stock grants were made to
certain key executives. These awards are tied directly to the achievement of
certain management objectives. Fifty percent of the shares carry certain
performance restrictions that the Company must achieve before the executive may
own the shares. If the long-term performance goals are not met (including return
on assets, leverage ratio and loan loss reserve targets) the number of
restricted shares that are earned can be reduced to zero. The remaining fifty
percent of the shares vest at a rate of one third in each successive year of
1997-1999. The 1994 restricted stock grants are for a three year period and
replace the Performance Unit Plan which is being phased out. The Committee
granted Mr. Rice 45,000 restricted stock shares in 1994.
Stock options are awarded under the terms of the shareholder-approved
Amended and Restated 1989 Long Term Incentive Plan (the "Long Term Plan"). In
1993 an independent consultant, used to analyze the competitiveness of the
Company's long-term pay plans, developed a range of stock option and restricted
stock grants that were determined to be competitive in the industry. Using these
ranges as guidelines, the Committee granted Mr. Rice 60,000 stock options in
1994 in recognition of the Company's performance.
The Company is phasing out the Performance Unit Plan, given the difficulty
in establishing three-year goals for the individual business units. No new
grants of awards will be made. The Performance Unit Plan provides cash awards
for long-term results over three-year periods. Relative total shareholder return
is defined under the Performance Unit Plan as the appreciation in the Company's
stock price, plus dividends, compared to the 50 largest publicly traded banks.
This is the only measure of performance for executive officer participants.
Other participants include the chief executive officers of affiliate banks and
certain non-banking subsidiaries. In the 1992-94 performance period, the
Company's actual return to shareholders was 41 percent, which resulted in an
award of $229,900 to Mr. Rice. The relative levels of total shareholder return
will vary from year to year based on the Company's actual ranking against the
peer banks.
By providing direct links between pay and performance, the Committee is
confident that the Company's compensation programs for Mr. Rice and other
executive officers align management's interests with the long-term interests of
the shareholders.
Jack B. Critchfield, Chairman
Thompson L. Rankin
John A. Williams
9
<PAGE>
EXECUTIVE PAY AND PERFORMANCE RESULTS
The Summary Compensation table below sets forth a summary of the
compensation earned by the Company's five most highly compensated executive
officers during 1994, 1993 and 1992:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------------- ------------------- ---------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
RESTRICTED LONG-TERM
NAME AND OTHER ANNUAL STOCK OPTIONS/ INCENTIVE ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDS($) SARS(#) PAYOUTS($) COMPENSATION($)
- ----------------------- ---- --------- ---------- --------------- --------- ------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles E. Rice 1994 $ 785,000 $ 922,500 $ 30,683 $922,500 60,000 $229,900 $206,129
Chairman & CEO 1993 685,000 1,015,500 509,411 0 70,000 172,425 200,135
1992 685,000 677,000 185,130 0 35,000 100,740 164,349
Allen L. Lastinger, Jr. 1994 450,000 461,250 15,334 461,250 30,000 123,800 86,638
President & COO 1993 375,000 501,000 107,216 0 45,000 92,850 82,142
1992 375,000 334,000 148,573 0 20,000 54,239 66,901
Hinton F. Nobles, Jr. 1994 270,000 221,400 8,973 246,000 15,000 59,200 29,201
Executive Vice 1993 250,000 246,000 291 0 22,000 44,400 28,134
President 1992 250,000 164,000 288 0 7,000 25,915 18,490
Charles W. Newman 1994 270,000 221,400 7,670 246,000 15,000 59,200 28,151
Chief Financial 1993 235,000 246,000 0 0 18,000 29,625 21,635
Officer 1992 170,000 90,500 0 0 4,500 13,000 14,779
Richard C. Brewer 1994 262,500 217,280 9,292 246,000 9,000 51,400 27,476
Chief Credit Policy 1993 235,000 204,800 135 0 14,500 38,550 29,136
Executive 1992 210,000 142,290 55 0 4,700 22,557 19,191
</TABLE>
Explanation of Columns:
(c) SALARY: Total salary paid during the calendar year. Salary
increases were granted in 1994 to Mr. Rice and Mr. Lastinger for the first
time since 1989.
(d) BONUS: Annual incentive award paid for results achieved during the
calendar year. The REPORT OF THE EXECUTIVE COMPENSATION AND MANAGEMENT
DEVELOPMENT COMMITTEE beginning on page 8 describes the criteria for this
plan. Any bonus awards deferred at the election of the officer are included
in the reported amounts.
(e) OTHER ANNUAL COMPENSATION: All additional forms of cash and
non-cash compensation paid, awarded or earned. The 1994 amounts include
dividends paid on tenure-based restricted stock ($26,550 for Mr. Rice,
$13,275 for Mr. Lastinger, $7,080 for Messrs. Nobles and Newman, and $4,920
for Mr. Brewer) and interest earned on deferred compensation that exceeds
specified market rates ($4,133 for Mr. Rice, $2,039 for Mr. Lastinger,
$1,893 for Mr. Nobles, $590 for Mr. Newman and $4,372 for Mr. Brewer.)
Part of Mr. Rice's compensation is deferred under the Management
Security Plan, a non-qualified deferral plan that was introduced in 1982 and
closed to new participation in 1984. An Executive Deferral Plan was
implemented in 1990 for Mr. Rice and Mr. Lastinger. The Management Deferral
Plan, an identical plan, was introduced in 1991 and made available to all
managers defined as "highly compensated" (1994 compensation greater than
$66,000).
The value of all other personal benefits and perquisites received by the
top five executives in 1994 was less than the required reporting threshold.
(f) RESTRICTED STOCK: Stock awarded to an executive that carries
certain tenure restrictions. Restricted stock grants were made in 1994, but
not in any of the previous years. The shares may vest over a three year
period ending in 1999, provided that certain tenure restrictions are met.
Details of the grant criteria are described in the REPORT OF THE EXECUTIVE
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE beginning on page 8. The
following awards were granted on February 16, 1994: Mr. Rice, 22,500 shares;
Mr. Lastinger, 11,250 shares; and Messrs. Nobles,
10
<PAGE>
Newman and Brewer, 6,000 shares. The closing price of the stock on that date
was $41.00 per share. Regular dividends are paid on the shares, either in
cash or in reinvested stock of the Company.
(g) STOCK OPTIONS/SARS: Grants of stock options made during the
calendar year. These awards are made under the Company's Long Term Incentive
Plan.
(h) LONG-TERM INCENTIVE PAYOUTS: Cash awards made for long-term
performance. These awards were made under the Company's Performance Unit
Plan that was initiated in 1991. The Performance Unit Plan is being
discontinued and no further grants will be made.
(i) ALL OTHER COMPENSATION: All other compensation that does not fall
under any of the aforementioned categories. The amounts shown in this column
for 1994 comprise the following payments made by the Company: (i) Mr. Rice:
$9,240 -- matching contribution to 401(k) plan; $156,250 -- premium for
Executive Life Insurance Plan; $2,003 -- premium for Management Security
Plan and $779 -- cumulative excess interest earned on Management Security
Plan deferrals and $37,857 -- matching contribution to Management Excess
Savings Plan; (ii) Mr. Lastinger: $9,240 -- matching contribution to 401(k)
plan; $59,640 -- premium for Executive Life Insurance Plan and $17,758 --
matching contribution to Management Excess Savings Plan; (iii) Mr. Nobles:
$9,240 -- matching contribution to 401(k) plan; $13,002 -- premium for
Management Life Insurance Plan and $6,959 -- matching contribution to
Management Excess Savings Plan; (iv) Mr. Newman: $9,240 -- matching
contribution to 401(k) plan; $11,952 -- premium for Management Life
Insurance Plan and $6,959 -- matching contribution to Management Excess
Savings Plan; and (v) Mr. Brewer $9,240 -- matching contribution to 401(k)
plan; $11,952 -- premium for Management Life Insurance Plan and $6,284 --
matching contribution to Management Excess Savings Plan.
11
<PAGE>
LONG-TERM COMPENSATION
Long-term compensation may be distinguished from annual compensation by the
time frame for which performance results are measured to determine rewards.
While annual compensation covers a calendar year, the Company's long-term
incentive plans cover three-year periods or longer. As previously described,
long-term compensation includes stock options and restricted stock granted
through the Long Term Incentive Plan, and cash awards previously made through
the Performance Unit Plan.
The OPTION/SAR GRANTS IN LAST FISCAL YEAR table provides the number and
hypothetical value of option grants made in 1994. The AGGREGATED OPTIONS/SAR
EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES table
provides information on options exercised as well as the year-end value of stock
options held by the Company's five most highly compensated officers. The LONG
TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR table details the
performance-based restricted stock awards granted by the Company in 1994.
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS/SARS
OPTIONS/ GRANTED TO EXERCISE
SARS EMPLOYEES IN OR BASE EXPIRATION GRANT DATE
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE PRESENT VALUE ($)(2)
- ------------------------- ----------- ------------ ------------ ------------- --------------------
<S> <C> <C> <C> <C> <C>
Charles E. Rice 60,000 7.7% $40.875 Feb. 16, 2004 $ 566,631
Allen L. Lastinger, Jr. 30,000 3.9 40.875 Feb. 16, 2004 283,315
Hinton F. Nobles, Jr. 15,000 1.9 40.875 Feb. 16, 2004 141,658
Charles W. Newman 15,000 1.9 40.875 Feb. 16, 2004 141,658
Richard C. Brewer 9,000 1.2 40.875 Feb. 16, 2004 84,995
All Optionees 775,340 100 40.952 7,333,443
<FN>
- ------------------------
(1) The Long Term Incentive Plan allows for the granting of options to certain
managers and other employees that qualify as incentive stock options under
the Internal Revenue Code of 1986, as amended ("Incentive Stock Options")
and non-qualified stock options ("Executive Stock Options"). The vesting
schedule, exercise price, term and tax reimbursement features of Incentive
Stock Options and Executive Stock Options are granted under the Amended
and Restated Long Term Incentive Plan.
(2) This estimate of value has been developed solely for purposes of
comparative disclosure in accordance with the rules and regulations of the
SEC, and does not necessarily reflect the Company's view of the
appropriate value or methodology for purposes of financial reporting.
This hypothetical value, determined by the Black-Scholes model, is based
on the following assumptions: exercise price is equal to the market value
on day of grant; annual dividends of $1.64; standard deviation of stock
price volatility of .3576; risk free rate factor of 5.34%; average option
term of 5.1 years, representing the average historical period of time from
date of grant to exercise; discount for possible cancellations based on
historical rate of 14.54%. These assumptions are based upon historical
experience and are not a forecast of future stock price performance or
volatility or of future dividend policy. THERE IS NO ASSURANCE THE VALUE
REALIZED BY AN EXECUTIVE WILL BE AT OR NEAR THE VALUE ESTIMATED BY THE
BLACK-SCHOLES MODEL.
The actual value of options will depend on the market value of the
Company's common stock on the dates the options are exercised. No
realization of value from the option is possible without an increase in
the price of the Company's common stock, which would benefit all
stockholders.
</TABLE>
12
<PAGE>
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS/SARS AT FISCAL AT FISCAL YEAR-END
YEAR-END (#) ($)(1)(2)
SHARES ACQUIRED VALUE REALIZED --------------------------- ---------------------------
NAME ON EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------ --------------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles E. Rice 4,500 $ 92,745 246,751 206,249 $1,876,742 $ 668,900
Allen L. Lastinger, Jr. 0 0 110,501 116,249 838,057 358,150
Hinton F. Nobles, Jr. 2,300 39,353 32,327 51,998 235,460 132,220
Charles W. Newman 675 11,549 22,952 42,248 149,295 79,502
Richard C. Brewer 0 0 32,485 37,200 226,120 132,337
----- --------------- ----------- ------------- ----------- -------------
Total 7,475 $143,647 445,016 453,944 $3,325,674 $1,371,109
<FN>
- ------------------------------
(1) Market value of underlying securities at exercise or year-end, minus the
exercise or base price.
(2) Based on a year-end price of $38.50 per share.
</TABLE>
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE-BASED NON-STOCK PRICE-BASED PLANS
RESTRICTED STOCK ---------------------------------------------------------
SHARES PERFORMANCE LESS THAN
NAME GRANTED (#)(1) PERIOD THRESHOLD (#) THRESHOLD (#) TARGET (#) MAXIMUM (#)
- ------------------------------ ----------------- ----------- -------------- ------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Charles E. Rice 22,500 1994-96 0 11,250 16,875 22,500
Allen L. Lastinger, Jr. 11,250 1994-96 0 5,625 8,438 11,250
Hinton F. Nobles, Jr. 6,000 1994-96 0 3,000 4,500 6,000
Charles W. Newman 6,000 1994-96 0 3,000 4,500 6,000
Richard C. Brewer 6,000 1994-96 0 3,000 4,500 6,000
<FN>
- ------------------------------
(1) Restrictions on the grants listed above will be lifted only if the Company
achieves certain specific goals in 1996 for the following three measures:
(1) return on assets, (2) leverage ratio and (3) loan loss ratio. If these
performance goals are not met, the shares will be forfeited. During the
1994-96 performance period, dividends on these shares will be accrued and
will be awarded at the end of the period only if the performance goals are
achieved.
</TABLE>
13
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
The SEC requires a five-year comparison of stock performance of the Company
with both a broad equity market index and a published industry index or peer
group and permits additional disclosure of relevant performance data to
complement required information. The Company's total return ranked against the
S&P 500 and the KBW 50 Total Return Index over a five-year period and a
three-year period is shown on the following graphs. The KBW 50 Total Return
Index, developed by banking specialist Keefe, Bruyette & Woods, Inc., includes
50 large domestic banks. This graph assumes that $100 was invested on December
31, 1989 and on December 31, 1991, respectively, in Barnett common stock and the
other indices, and that all dividends were reinvested. The performance graphs
below shall not be deemed incorporated by reference as a result of any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933, as amended (the "Securities Act"), or under the
Exchange Act except to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed under the
Securities Act or the Exchange Act.
CUMMULATIVE TOTAL RETURNS FOR FIVE YEARS
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Barnett Bank 100 55 102 131 136 131
S&P 500 100 97 126 136 150 152
KBW 50 Total Return 100 72 114 145 153 145
</TABLE>
<TABLE>
<CAPTION>
1991 1992 1993 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Barnett Bank 100 128 133 127
S&P 500 100 108 118 120
KBW 50 Total Return 100 127 134 128
</TABLE>
14
<PAGE>
RETIREMENT PLANS
The Company and its subsidiaries maintain a non-contributory, defined
benefit retirement plan (the "Qualified Plan") for all employees meeting
specified age and length-of-service requirements. Under the Qualified Plan,
eligible employees are entitled to receive at their normal retirement date (the
later of age 65 or the fifth anniversary of employment), a monthly income
payable for life with optional forms of payment available. The formula used to
calculate the benefit is based on final average monthly compensation and length
of service. Certain minimum pension and death benefits are also provided.
Vesting of benefits occurs after five years of service.
Compensation for purposes of the Qualified Plan includes salary and bonus as
shown in columns (c) and (d) of the SUMMARY COMPENSATION table, but excludes
salary and bonus deferred at the election of an executive officer other than
deferrals under the Company's 401(k) and Management Excess Savings plans.
Compensation under the Qualified Plan was limited to $150,000 during 1994 under
Section 401(a)(17) of the Code; all executive officers listed in the SUMMARY
COMPENSATION table on page 10 were affected by this limit in 1994.
Additionally, the Company and its subsidiaries maintain a non-contributory
defined benefit pension plan (the "Supplemental Executive Retirement Plan" or
the "Plan") for certain senior officers. This Plan, which was adopted in August
1984, restores benefits lost by limitations enacted as part of the Employee
Retirement Income Security Act of 1974 and further reduced by the Tax Equity and
Fiscal Responsibility Act of 1982 and the Tax Reform Act of 1986. Without the
Supplemental Executive Retirement Plan, the maximum annual amount payable in
1994 to any participant under the Company's Qualified Plan would be the lesser
of $118,800 or the average of the participant's highest three years of
compensation. The Supplemental Executive Retirement Plan also provides for a
minimum benefit from Social Security, the Company's defined benefit pension plan
and a prior employee pension plan, which is equal to 55% of two-year average
base salary and annual incentive pay in the case of disability or retirement and
40% of two-year average base salary and annual incentive pay in the event of
death. Benefits under this Plan are not subject to vesting and can be forfeited
after retirement if the executive competes with the Company.
Compensation for purposes of the Supplemental Executive Retirement Plan
includes salary and bonus as shown in columns (c) and (d) of the SUMMARY
COMPENSATION table which includes salary and bonus deferred at the election of
an executive officer under the Company's 401(k) and Management Excess Savings
plans, the Executive and Management Deferral Plans, and the contributory
Management Security Plan, but does not include salary and bonus deferred under
other arrangements.
Because the computations are made on an actuarial basis, amounts contributed
or expensed annually under these plans for the benefit of individual employees
are not and cannot readily be calculated separately or individually with
precision. The following table shows the estimated annual benefits payable under
the plans upon retirement to persons in a range of salary and years-of-service
classifications.
15
<PAGE>
ANNUAL BENEFIT AT NORMAL RETIREMENT (1)(2)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------- --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 125 $ 42.2 $ 56.3 $ 70.3 $ 76.6 $ 82.8
200 67.5 90.0 112.5 122.5 132.5
300 101.3 135.0 168.8 183.8 198.8
400 135.0 180.0 225.0 245.0 265.0
500 168.8 225.0 281.3 306.3 331.3
750 253.1 337.5 421.9 459.4 496.7
1,000 337.5 450.0 562.5 612.5 662.5
1,250 421.9 562.5 703.1 765.6 826.1
1,500 506.3 675.0 843.8 918.8 993.8
1,750 590.6 787.5 964.4 1,071.9 1,159.4
2,000 675.0 900.0 1,125.0 1,225.0 1,325.0
2,250 759.4 1,012.5 1,265.6 1,376.1 1,490.6
2,500 843.8 1,125.0 1,406.3 1,531.3 1,656.3
<FN>
- ------------------------
(1) Amounts shown in this table include amounts payable by the Supplemental
Executive Retirement Plan under the restoration formula for participants
as of February 15, 1990. This restoration formula provides a benefit which
restores retirement plan benefits lost due to benefit and earnings
limitations as well as plan changes mandated by the Tax Reform Act of
1986.
(2) All benefits are subject to an offset equal to 2.0% of primary Social
Security multiplied by the years of service (maximum of 25).
</TABLE>
As of December 31, 1994, the credited years of service and annual
compensation covered under the Company's retirement plans for the executive
officers named in the SUMMARY COMPENSATION table on page 10, were as follows:
Mr. Rice, 30 years, $1,707,500; Mr. Lastinger, 24 years, $911,250; Mr. Nobles,
21 years, $491,400; Mr. Newman, 12 years, $491,400; and Mr. Brewer, 24 years,
$479,780.
EMPLOYMENT AGREEMENTS
Believing that the continued services and contributions of certain key
executives are in the best interests of the Company's shareholders and are
essential to the Company's continued well-being, the Company has entered into
employment agreements with Mr. Rice and with Messrs. Lastinger, Nobles, Newman
and Brewer, to provide certain benefits in the event of their termination or
demotion (other than for cause, as defined), during the specified period
following a change of control in the management of the Company.
The agreements provide for a lump sum distribution of three years' (for Mr.
Rice) or two years' (for Messrs. Lastinger, Nobles, Newman, and Brewer)
compensation. Compensation is measured by determining the highest base salary
plus the highest incentive compensation of the affected officer for the
three-year period preceding termination of employment. During the applicable
period, the Company will continue to provide life, health and disability
insurance (or coverage comparable to that provided by the Company), such
benefits to be offset by those provided by any new employer. Each executive will
be credited with years of actual service to the Company, plus the number of
years covered by the employment contract for purposes of computing pension plan
benefits. Finally, each of the agreements provides that the amounts to be
received by the executives will be increased by an amount necessary to reimburse
them for any reduction in the payments made after termination of employment
resulting from all or a portion of such payments becoming subject to an excise
tax.
16
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors and officers of the Company and companies with which they
are associated are customers of and have banking transactions with the Company's
subsidiary banks in the ordinary course of business. All such transactions
involving loans and loan commitments to officers or directors or companies with
which they are associated have been made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and, in the opinion of managements of
the subsidiary banks, have not involved more than the normal risk of
collectibility or presented other unfavorable features.
The law firm of Mahoney Adams & Criser, P.A., of which Marshall M. Criser is
a member, has rendered legal services to the Company and certain of its
subsidiaries, for which it received approximately $2.5 million in 1994. This
amount does not include fees paid by customers of subsidiaries.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of Arthur Andersen & Co. served as the independent accountants for
the Company for the fiscal year ending December 31, 1994. Representatives of
Arthur Andersen & Co. are expected to be present at the Annual Meeting of
Shareholders to respond to appropriate questions. In March 1993, the Company
terminated its relationship with its independent accountants for fiscal year
1992, Price Waterhouse, and engaged Arthur Andersen & Co. as its independent
accountants. Price Waterhouse's reports on the consolidated financial statements
of the Company for fiscal year 1992 contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles. The decision to change accountants was recommended by the
Company's Audit Committee and approved by its Board of Directors. With respect
to the Company's consolidated financial statements for fiscal year 1992 and the
subsequent interim period preceding the change in accountants, there were no
disagreements between the Company and Price Waterhouse on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, and there were no reportable events.
OTHER MATTERS
The Board of Directors does not know of any other matters to come before the
meeting. However, if any other matters properly come before the meeting, it is
the intention of the persons designated as proxies to vote in accordance with
their best judgment on such matters.
SHAREHOLDER PROPOSALS
Shareholders who wish a proposal to be included in the Company's proxy
statement and form of proxy relating to the 1996 Annual Meeting should deliver a
written copy of their proposal to the principal executive offices of the Company
no later than November 1, 1995. Proposals should be directed to Catherine C.
Cosby, Corporate Secretary, Barnett Banks, Inc., Post Office Box 40789,
Jacksonville, Florida 32203-0789. Proposals must comply with the SEC proxy rules
relating to shareholder proposals in order to be included in the Company's proxy
materials.
ANNUAL REPORT; FORM 10-K
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1994 is being provided to each shareholder simultaneous with
delivery of this proxy statement. Additional copies of the Annual Report to
Shareholders or copies of the Company's Annual Report on Form 10-K, filed with
the Securities and Exchange Commission, may be obtained by writing to the
Corporate Communications Department of the Company, P. O. Box 40789,
Jacksonville, Florida 32203-0789.
17
<PAGE>
COST OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company, including
expenses in connection with the preparation and mailing of this proxy statement.
The Company has retained Corporate Investors Communications, Inc., a proxy
solicitation firm, to assist in the solicitation of proxies at a cost of
approximately $5,000 plus reimbursement of out-of-pocket expenses. In addition,
the Company will reimburse brokers and nominees their reasonable expenses for
sending proxy material to principals and obtaining their proxies. In addition to
solicitation by mail, proxies may be solicited in person or by telephone or
telegraph by directors, officers, and other employees of the Company.
Dated: February 27, 1995
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICE, DATE, SIGN AND RETURN THE
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOUR PROMPT RESPONSE IS
APPRECIATED.
18
<PAGE>
BARNETT OFFICE PARK LOCATION
A map showing the location of the Barnett Office Park appears on the outside
back cover of the Proxy Statement. The map measures approximately 5 inches
square and reflects the location of the Barnett Office Park in relation to I-95;
U.S. 1 and S.R. 115 (Southside Boulevard), as well as to other local landmarks
including The Avenues Shopping Mall, the St. Johns River and downtown
Jacksonville.
The Barnett Office Park is located at 9000 Southside Boulevard,
Jacksonville, Florida. The Annual Meeting will be held in the Multipurpose Room
on the First Floor of Building 500. There is a parking garage adjacent to
Building 500.
(Please note: The Office Park can be entered only from Southside Boulevard,
and not from U.S. 1 or I-95).
<PAGE>
BARNETT BANKS, INC.
COMMON STOCK
PROXY/VOTING INSTRUCTIONS SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 19, 1995
P The undersigned (the "shareholder"), having received the Notice and Proxy
Statement for the Annual Meeting of Shareholders, appoints Marshall M.
R Criser, Jack B. Critchfield and Stewart Turley, and each or any of them, as
proxies, with full power of substitution, to represent the shareholder and
O to vote all shares of Common Stock of Barnett Banks, Inc. which the
shareholder is entitled to vote at the Annual Meeting of Shareholders of
X the Company, to be held at 9000 Southside Boulevard, Jacksonville, Florida
on Wednesday, April 19, 1995, at 10:00 a.m., local time, and any and all
Y adjournments of the meeting, in the manner specified.
Should any other matter requiring a vote of the shareholders arise, the
proxies named above are authorized to vote in accordance with their best
judgment in the interest of the Company. The Board of Directors is not
aware of any matter which is to be presented for action at the meeting
other than as set forth on this card.
Your vote for election of Directors may be indicated on the reverse side of
this card. Six Directors are to be elected at the meeting. The nominees
of the Board of Directors are Walter H. Alford, Rita Bornstein, Alvin R.
Carpenter, Remedios Diaz Oliver, Clarence V. McKee and Charles E. Rice.
PLEASE SIGN AND DATE ON THE REVERSE SIDE AND MAIL PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE OR OTHERWISE TO P.O. BOX 8075, EDISON, NEW JERSEY,
08818-9045. IF YOU DO NOT SIGN AND RETURN A PROXY OR ATTEND THE MEETING AND
VOTE BY BALLOT, YOUR SHARES CANNOT BE VOTED.
<PAGE>
PLEASE MARK YOUR
/X/ VOTE AS IN THIS
EXAMPLE.
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" PROPOSAL 1.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
FOR WITHHELD
1. Election of Directors (see reverse) / / / /
For, except vote withheld from the following nominee(s):
- ---------------------------------------------------------
SPECIAL NOTE
Will Attend Annual Meeting / /
Please sign exactly as name or names appear
on this proxy card. Executors,
administrators, trustees, or other
representatives should so indicate when
signing. If a corporation, please sign in
corporate name by president or other
authorized officer. If a partnership, please
sign in partnership name by authorized
person.
---------------------------------------------
Signature(s) of Shareholder(s) Date
