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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)
- --------------------------------------------------------------------------------
(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.
/ / $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:
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4) Date Filed:
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[LOGO]
BARNETT BANKS, INC.
50 N. LAURA STREET -- JACKSONVILLE, FLORIDA 32202
February 29, 1996
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 17, 1996. 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 four directors, each to serve for
a three-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.
[LOGO]
CHARLES E. RICE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
<PAGE>
BARNETT BANKS, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 17, 1996
---------------
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 17,
1996, 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 four directors of the Company, each for a
three-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 7, 1996 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,
[B]
CATHERINE C. COSBY
CORPORATE SECRETARY
Dated: February 29, 1996
<PAGE>
BARNETT BANKS, INC.
50 N. LAURA STREET
JACKSONVILLE, FLORIDA 32202
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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 17, 1996, and any adjournments thereof. This
proxy statement and the accompanying proxy are being distributed to shareholders
on or about February 29, 1996.
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 four directors nominated. Each such proxy granted may be revoked by
its shareholder at any time before it is exercised by filing with the Corporate
Secretary of the Company an instrument revoking it, or by voting in person at
the Annual Meeting.
Barnett has 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. 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 7, 1996. 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 94,689,755 shares of common stock,
$2.00 par value. The closing price of the common stock on the New York Stock
Exchange on February 7, 1996, as reported in THE WALL STREET JOURNAL, was $59.88
per share.
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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 II expire this year, and each of these
directors has been nominated for election to a term of three years expiring in
1999.
The directors nominated for election at the 1996 Annual Meeting of
Shareholders are James L. Broadhead, Thompson L. Rankin, Frederick H. Schultz
and John A. Williams. Each of the nominees was elected to the Board at the 1993
Annual Meeting of Shareholders.
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 four 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, 1995. 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>
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NOMINEES FOR TERMS EXPIRING IN 1999
CLASS II DIRECTORS
JAMES L. BROADHEAD, 60, Chairman and Chief Executive Officer of FPL Group, Inc. Mr. 2,346 shares of common stock
Broadhead was elected to the Board of Directors in 1989 and is a member of the Audit
Committee and the Strategic Planning 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, as well as Delta Air Lines, Inc. and The Pittston Company.
THOMPSON L. RANKIN, 55, Chairman, President and Chief Executive Officer of Lykes Bros. 622,163 shares of common stock
Inc. and subsidiary companies. Mr. Rankin was elected to the Board of Directors in 1993 (1)(2)
and is a member of the Executive Compensation and Management Development Committee and
the Strategic Planning Committee. He has served as President of Lykes Bros. Inc. (a
citrus, cattle and meat packing company) since 1983, 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>
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<TABLE>
<S> <C>
FREDERICK H. SCHULTZ, 67, Owner of Schultz Investments. Mr. Schultz was first elected a 93,875 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 (3)
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 American Heritage Life Insurance Co., Riverside
Group Inc., Southeast Atlantic Corp. and Wickes Lumber Company.
JOHN A. WILLIAMS, 53, Chairman of Post Properties, Inc. Mr. Williams was elected to the 32,399 shares of common stock
Board of Directors in 1987 and is Chairman of the Strategic Planning Committee and a
member of the Executive Compensation and Management Development Committee and the
Executive 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.
OTHER DIRECTORS
CLASS III DIRECTORS
(TERMS EXPIRING IN 1997)
MARSHALL M. CRISER, 67, Chairman of the law firm of Mahoney Adams & Criser, P.A. since 5,998 shares of common stock (4)
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, CSR
America, Inc. and Flagler Systems, Inc.
JACK B. CRITCHFIELD, 62, Chairman and Chief Executive Officer of Florida Progress 4,554 shares of common stock (5)
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 has served as Chief Executive Officer of Florida Progress Corporation (a
diversified holding company with interests in mining, shipping, insurance and land
development, and parent of Florida Power Corporation) since February 1990, assuming the
additional responsibilities of Chairman of the Board on January 1, 1991. Dr. Critchfield
is a director of Florida Progress Corporation and its subsidiary, Florida Power
Corporation.
</TABLE>
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<TABLE>
<S> <C>
REMEDIOS DIAZ OLIVER, 57, President and Chief Executive Officer of All American 1,315 shares of common stock
Containers, Inc. Mrs. Diaz Oliver was elected to the Board in 1995 and is a member of
the Corporate Responsibility Committee. 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.
ALLEN L. LASTINGER, JR., 53, President and Chief Operating Officer of the Company. Mr. 202,768 shares of common stock
Lastinger was elected to the Board of Directors in 1984. He has been an executive (6)(7)
officer of the Company since 1980 and has served as President and Chief Operating
Officer since January 1, 1991.
STEWART TURLEY, 61, Chairman and Chief Executive Officer of Eckerd Corporation. Mr. Turley 6,817 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.
CLASS I DIRECTORS
(TERMS EXPIRING IN 1998)
WALTER H. ALFORD, 57, Executive Vice President and General Counsel of BellSouth 4,745 shares of common stock (8)
Corporation. Mr. Alford was elected to the Board of Directors in 1982 and is a member of
the Audit Committee and the Strategic Planning Committee. Mr. Alford has served in his
BellSouth position since November 1987.
RITA BORNSTEIN, 60, President of Rollins College (an independent comprehensive liberal 2,113 shares of common stock
arts college with campuses in Winter Park and Melbourne, Florida). Dr. Bornstein was
elected to the Board of Directors in 1991 and is a member of the Audit Committee. She
also serves as a director of Barnett Bank of Central Florida, N.A. Dr. Bornstein was
appointed to her current position in July 1990.
ALVIN R. CARPENTER, 54, President and Chief Executive Officer of CSX Transportation, Inc. 3,444 shares of common stock
Mr. Carpenter was elected to the Board of Directors in 1994 and is a member of the
Corporate Responsibility Committee and the Strategic Planning 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., Regency Realty
Corporation and Blue Cross/Blue Shield of Florida.
</TABLE>
4
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<TABLE>
<S> <C>
CLARENCE V. MCKEE, 53, Chairman, President and Chief Executive Officer of McKee 1,270 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, its subsidiary, the Florida Power Corporation, and
American Heritage Life Insurance Company.
CHARLES E. RICE, 60, Chairman and Chief Executive Officer of the Company. Mr. Rice was 448,226 shares of common stock (6)
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.
</TABLE>
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(1) Shares are held as follows: 303,031 as record-holder with sole voting and
dispositive powers, 319,022 indirectly as trustee for three family trusts
and 110 indirectly through his wife.
(2) Lykes Bros. Steamship Co., Inc., of which Thompson L. Rankin serves as
Chairman, President and Chief Executive Officer, filed for reorganization
under Chapter 11 of the federal bankruptcy laws on October 11, 1995.
(3) Shares of common stock are held as follows: 18,000 as sole record owner and
75,875 indirectly through his wife with shared voting and dispositive
powers. In addition, 2,000 shares of Series A Preferred Stock are held
through an Individual Retirement Account (IRA) established for Mr. Schultz'
benefit.
(4) Shares are held as follows: 1,298 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.
(5) Shares are held as follows: 3,554 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.
(6) 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, 290,675 shares and Mr. Lastinger, 116,425 shares.
(7) Shares are held as follows: 84,131 as record owner with sole voting and
dispositive powers and 2,212 jointly with his wife with shared voting and
dispositive powers.
(8) Shares are held as follows: 1,892 as record owner with sole voting and
dispositive powers; 1,853 jointly with his wife with shared voting and
dispositive powers and 1,000 in trust under the will of H.G. Alford.
SECURITIES OWNERSHIP OF MANAGEMENT
As of December 31, 1995, all executive officers and directors of the Company
as a group, a total of 28 persons, owned beneficially 1,866,459 shares of common
stock, or 1.95 percent of the common stock outstanding. Included in such
beneficial ownership is an aggregate of 718,581 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
5
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the SUMMARY COMPENSATION table on Page 10 as follows: Mr. Nobles, 56,167; Mr.
Newman, 40,881; Mr. Brewer, 54,003; and Ms. Beaubouef, 13,048. In the case of
each of the individuals named, the shares of equity securities owned represent
less than one percent of the class owned. Information relating to the securities
ownership of directors is shown beginning on page 2.
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 1995,
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, except that Alvin R.
Carpenter, a director of the Company, made one late filing on Form 4 in 1995
relating to a stock purchase. 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 four nominees along with the Class I and Class III Directors
will constitute the Board of Directors of the Company. During 1995, the Board
held a total of eight regular meetings and one special meeting.
The Board of Directors maintains five standing committees: an Audit
Committee, a Corporate Responsibility Committee, an Executive Compensation and
Management Development Committee, a Strategic Planning 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
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 Dr. Bornstein, none of whom is an officer of the Company. During 1995, this
committee held eight meetings. The principal responsibilities of the Audit
Committee are: (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 Mrs. Diaz Oliver. The Corporate Responsibility
Committee held six meetings during 1995. 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
6
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and practices; community affairs activities; charitable contributions and
contributions of human 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 1995, 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 Strategic Planning Committee was established in November 1995 and
consists of Messrs. Williams (Chairman), Alford, Broadhead, Carpenter and
Rankin. During 1995, the Strategic Planning Committee did not meet. The
principal responsibilities of the Strategic Planning Committee are: (1) to
review and recommend to the Board for approval long-term business objectives and
strategic plans developed by management; (2) to review the business development
activities recommended by management, including the consistency of such
activities with long-term business objectives and strategic plans of the Company
and the Company's annual strategic plan; (3) to review, approve, or recommend to
the full Board, as appropriate, strategic decisions regarding expansion,
contraction or exit from existing lines of business and entry into lines of
business that involve new strategic directions for the Company, including
acquisitions, joint ventures, or dispositions of businesses and capital assets
("transactions") and the financing of such transactions; (4) to work in
conjunction with management to keep the full Board informed of the long-term
business objectives and strategic plans of the Company and critical issues
associated with those objectives and plans; (5) to provide guidance to
management, as appropriate, in the development of the Company's long-term
strategic direction and business objectives; (6) to review with management and
recommend to the Board, where appropriate, changes in corporate structure or
corporate organization; (7) to provide oversight of, review and keep
informed on a timely basis with respect to the Company's corporate finance and
capital management plans; and (8) to review and, where appropriate, make
recommendations to the full Board with respect to financial plans and policy.
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, Turley, Williams 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 1995.
In 1995 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 Directors' 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
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director (maximum of 10). Directors may also choose to receive the benefit in
the form of a present value lump sum providing the election of the payment
option is made twelve (12) months prior to termination from the Board. 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.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
During 1995, Dr. Critchfield, 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. As described in the section entitled CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS on page 17, all loans were 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 the
managements of the subsidiary banks, did not involve more than the normal risk
of collectibility or present other unfavorable features.
Charles E. Rice, Chairman and Chief Executive Officer of Barnett, is a
member of the Compensation Committee of CSX Corporation. Alvin R. Carpenter, a
director of Barnett, is President and Chief Executive Officer of CSX
Transportation, Inc., a major subsidiary of CSX Corporation, and for that reason
is considered an executive officer of CSX Corporation for purposes of Section 16
of the Exchange Act.
REPORT OF THE EXECUTIVE COMPENSATION AND
MANAGEMENT DEVELOPMENT COMMITTEE
COMPENSATION PHILOSOPHY. The Company's Board of Directors 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
Executive Compensation and Management Development Committee (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
20 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.
8
<PAGE>
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.
After an extensive analysis of survey information, and in light of the
outstanding year that the Company enjoyed in 1994, the Committee recommended and
the Board of Directors approved an increase in Mr. Rice's 1995 salary to
$835,000.
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 other named officers and all other senior managers.
Under this plan, the Committee approves annual incentive awards for the CEO and
other named executives based on the Company's achievement of specific
earnings-per-share results. Other senior managers may earn incentive awards
based both on company earnings-per-share and various business unit measures.
Earnings-per-share goals are established at the beginning of the year. The
Company believes that 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 $5.13 per share in 1995. Based on this result, the
Committee granted Mr. Rice an incentive award of $935,200.
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.
Stock options are awarded under the terms of the shareholder-approved
Amended and Restated 1989 Long Term Incentive Plan (the "Long Term Plan"). Any
value from stock options is directly related to the gains realized by
shareholders over the same period. An independent consultant analyzed the
competitiveness of the Company's long-term pay plans and developed a range of
stock option and restricted stock grants that were determined to be competitive
in the industry. Using these ranges as guidelines and in recognition of the
Company's performance, the Committee granted Mr. Rice options to purchase 75,000
shares of Barnett stock in 1995.
Restricted stock grants are made to certain key executives. These awards are
tied directly to the achievement of specific management objectives. The shares
carry performance restrictions that the executive and 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. Issuance of restricted stock replaced the Performance Unit Plan which has
been discontinued. The Committee did not award any restricted shares in 1995.
The Company has phased out the Performance Unit Plan, which provided cash
awards for long-term results over three-year periods. Relative total shareholder
return was 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 was the only measure of performance for executive officer
participants. Other participants included the chief executive officers of
affiliate banks and certain non-banking subsidiaries. The last grant was made in
1993, which covered the period 1993-95. In the 1993-95 performance period, the
Company's actual return to shareholders was 59 percent, which resulted in an
award of $459,800 to Mr. Rice. This was the final payout from this plan.
By providing direct links between pay and performance, the Committee is
confident that the Company's compensation programs for Mr. Rice and other
executive officers align management's interests with the long-term interests of
the shareholders.
Jack B. Critchfield, Chairman
Thompson L. Rankin
John A. Williams
9
<PAGE>
EXECUTIVE PAY AND PERFORMANCE RESULTS
The SEC requires disclosure of the compensation earned by the company's five
most highly compensated executive officers, determined by total annual salary
and bonus for the last fiscal year. Reflecting identical salary and bonuses for
certain of the Company's executive officers, the Summary Compensation table
below sets forth a summary of the compensation earned by the Company's six most
highly compensated executive officers during 1995, 1994 and 1993:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------------- ------------------- ---------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
RESTRICTED LONG-TERM
NAME AND OTHER ANNUAL STOCK OPTIONS/ INCENTIVE ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDS($) SARS(#) PAYOUTS($) COMPENSATION($)
- ----------------------- ---- --------- ---------- --------------- --------- ------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles E. Rice 1995 $ 835,000 $ 935,200 $536,739 0 75,000 $459,800 $212,049
Chairman & CEO 1994 785,000 922,500 30,683 $922,500 60,000 229,900 206,129
1993 685,000 1,015,000 509,411 0 70,000 172,425 200,135
Allen L. Lastinger, Jr. 1995 500,000 420,000 538,792 0 35,000 247,600 89,638
President & COO 1994 450,000 461,250 15,334 461,250 30,000 123,800 86,638
1993 375,000 501,000 107,216 0 45,000 92,850 82,142
Hinton F. Nobles, Jr. 1995 300,000 201,600 2,059 0 18,000 118,400 32,278
Executive Vice 1994 270,000 221,400 8,973 246,000 15,000 59,200 29,201
President 1993 250,000 246,000 291 0 22,000 44,400 28,134
Charles W. Newman 1995 300,000 201,600 601 0 18,000 118,400 32,278
Chief Financial 1994 270,000 221,400 7,670 246,000 15,000 59,200 28,151
Officer 1993 235,000 246,000 0 0 18,000 29,625 21,635
Richard C. Brewer 1995 300,000 201,600 163,748 0 15,000 108,000 32,278
Chief Credit Policy 1994 262,500 217,280 9,292 246,000 9,000 51,400 27,476
Executive 1993 235,000 204,800 135 0 14,500 38,550 29,136
Judith S. Beaubouef 1995 300,000 201,600 108 0 15,000 0 27,378
Chief Legal 1994 200,000 166,500 106 246,000 3,000 0 16,487
Executive 1993 142,400 102,108 56 0 3,000 0 13,558
</TABLE>
Explanation of Columns:
(c) SALARY: Total salary paid during the calendar year.
(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 1995 amounts include interest earned
on deferred compensation that exceeds specified market rates ($5,836 for Mr.
Rice, $2,106 for Mr. Lastinger, $2,059 for Mr. Nobles, $601 for Mr. Newman,
$739 for Mr. Brewer, and $108 for Ms. Beaubouef.)
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" (1995 salary plus bonus greater than
$66,000).
The shareholder-approved Long Term Incentive Plan provides cash payments
upon the exercise of non-qualified stock options. The purpose of these
payments is to encourage executives to retain their Company stock upon
exercise. Mr. Rice, Mr. Lastinger and Mr. Brewer exercised stock options in
1995 which triggered tax reimbursement payments of $530,903, $536,686 and
$163,009, respectively.
10
<PAGE>
The value of all other personal benefits and perquisites received by the top
six executives in 1995 was less than the required reporting threshold.
(f) RESTRICTED STOCK: Stock awarded to an executive that carries certain
tenure restrictions. No restricted shares were awarded in 1995.
(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 and phased out in 1993. 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 1995
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; $4,614 -- premium for Management Security Plan; $1,089 --
cumulative excess interest earned on Management Security Plan deferrals and
$40,856 -- 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 $20,758 -- matching
contribution to Management Excess Savings Plan; (iii) Mr. Nobles: $9,240 --
matching contribution to 401(k) plan; $14,279 -- premium for Management Life
Insurance Plan and $8,759 -- matching contribution to Management Excess
Savings Plan; (iv) Mr. Newman: $9,240 -- matching contribution to 401(k)
plan; $14,279 -- premium for Management Life Insurance Plan and $8,759 --
matching contribution to Management Excess Savings Plan; (v) Mr. Brewer:
$9,240 -- matching contribution to 401(k) plan; $14,279 -- premium for
Management Life Insurance Plan and $8,759 -- matching contribution to
Management Excess Savings Plan; and (vi) Ms. Beaubouef: $9,240 -- matching
contribution to 401(k) plan; $9,379 -- premium for Management Life Insurance
Plan and $8,759 -- matching contribution to Management Excess Savings Plan.
11
<PAGE>
LONG-TERM COMPENSATION
Long-term compensation may be distinguished from annual compensation by the
time frame for which performance results are measured to determine rewards.
While annual compensation covers a calendar year, the Company's long-term
incentive plans cover three-year periods or longer. As previously described,
long-term compensation includes stock options and restricted stock granted
through the Long Term Incentive Plan, and cash awards previously made through
the Performance Unit Plan.
The OPTION/SAR GRANTS IN LAST FISCAL YEAR table provides the number and
hypothetical value of option grants made in 1995. The AGGREGATED OPTIONS/SAR
EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES table
provides information on options exercised as well as the year-end value of stock
options held by the Company's six most highly compensated officers.
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/ GRANTED TO EXERCISE
SARS EMPLOYEES IN OR BASE EXPIRATION GRANT DATE
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE PRESENT VALUE ($)(2)
- ------------------------- ----------- ------------ ------------ ------------- --------------------
<S> <C> <C> <C> <C> <C>
Charles E. Rice 75,000 8.8% $43.8125 Feb. 15, 2005 $ 605,714
Allen L. Lastinger, Jr. 35,000 4.1 43.8125 Feb. 15, 2005 282,666
Hinton F. Nobles, Jr. 18,000 2.1 43.8125 Feb. 15, 2005 145,371
Charles W. Newman 18,000 2.1 43.8125 Feb. 15, 2005 145,371
Richard C. Brewer 15,000 1.8 43.8125 Feb. 15, 2005 121,143
Judith S. Beaubouef 15,000 1.8 43.8125 Feb. 15, 2005 121,143
All Optionees 856,837 100.0 44.083 6,964,234
</TABLE>
- ------------------------
(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 established by 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; estimated dividend yield of 4.02 percent; standard deviation
of stock price volatility of 0.2416; risk free rate factor of 6.27%; average
option term of 5.66 years, representing the average historical period of
time from date of grant to exercise; discount for possible cancellations
based on historical rate of 13.9%. 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.
12
<PAGE>
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS/SARS AT FISCAL AT
YEAR-END (#) FISCAL 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 32,325 $714,290 258,175 237,500 $ 7,034,183 $4,365,312
Allen L. Lastinger, Jr. 35,025 717,631 98,725 128,000 2,726,629 2,361,987
Hinton F. Nobles, Jr. 8,625 127,431 32,201 61,499 910,660 1,107,464
Charles W. Newman 6,200 111,759 22,003 54,997 612,210 964,102
Richard C. Brewer 14,235 375,361 26,350 44,100 677,250 806,687
Judith S. Beaubouef 0 0 3,938 23,312 116,564 394,873
------- --------------- ----------- ------------- ----------- -------------
Total 96,410 2$,046,472 441,392 549,408 $12,077,496 $10,000,425
</TABLE>
- ------------------------
(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 $59.00 per share.
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. The Company's total return ranked against the S&P 500 and the KBW 50
Total Return Index over a five-year period is shown on the following graph. The
KBW 50 Total Return Index, developed by banking specialist Keefe, Bruyette &
Woods, Inc., is a market-capitalization-weighted bank stock index composed of 50
of the nation's most important banking companies, including all money-center and
most major regional banks and is meant to be representative of the price
performance of the nation's large banks.
The banks included in the KBW 50 index are subject to change due mainly to
acquisition activity. During 1995, five banks (10% of the index) that began the
year in the KBW 50 index had been acquired and replaced in the index. At
December 31, 1995 five of the top 10 performing banks in the index, including
the three top performing banks, were under contract for merger or acquisition.
This level of activity and the associated acquisition-related premium stock
prices have significantly affected the level of the KBW 50 index. This graph
assumes that $100 was invested on December 31, 1990 in Barnett common stock and
the other indices, and that all dividends were reinvested. The performance graph
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>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
BARNETT BANK 100 187 239 248 239 380
S&P 500 100 126 132 141 139 187
KBW 50 TOTAL RETURN 100 158 202 213 202 324
</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 1995 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 1995.
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
1995 to any participant under the Company's Qualified Plan would be the lesser
of $118,000 or the average of the participant's highest five 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.
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
</TABLE>
- ------------------------
(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).
As of December 31, 1995, 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, 31 years, $1,770,200; Mr. Lastinger, 25 years, $920,000; Mr. Nobles,
22 years, $501,600; Mr. Newman, 13 years, $501,600; Mr. Brewer, 25 years,
$501,600; and Ms. Beaubouef, 8 years, $501,600.
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,
Brewer, and Ms. Beaubouef, 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 and Ms.
Beaubouef) 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 $1.9 million in 1995. This
amount does not include fees paid by customers of subsidiaries.
In addition, the firm leases approximately 37,500 square feet of office
space in the Barnett Center in Jacksonville, Florida, for which it paid
approximately $992,000 in 1995. The lease terms were negotiated on an
arms'-length basis and, in the opinion of management, are at least as favorable
to Barnett as those that might have been obtained from an unrelated lessee for
comparable office space.
The firm of Communications Consulting and Marketing, Inc., of which Clarence
V. McKee serves as President, rendered consulting services to the Company for
which he received approximately $41,600 in 1995.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP served as the independent accountants for
the Company for the fiscal year ending December 31, 1995. Representatives of
Arthur Andersen LLP will be present at the Annual Meeting of Shareholders to
respond to appropriate questions.
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 1997 Annual Meeting should deliver a
written copy of their proposal to the principal executive offices of the Company
no later than November 1, 1996. 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, 1995 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 $4,500 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 29, 1996
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>
PROXY
BARNETT BANKS, INC.
COMMON STOCK
PROXY/VOTING INSTRUCTIONS SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 17, 1996
The undersigned (the "shareholder"), having received the Notice and Proxy
Statement for the Annual Meeting of Shareholders, appoints Rita Bornstein and
Clarence V. McKee, or either of them, as proxies, with full power of
substitution, to represent the shareholder and 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 the Company, to be held at 9000 Southside
Boulevard, Jacksonville, Florida on Wednesday, April 17, 1996, at 10:00 a.m.,
local time, and any and all 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. Four Directors are to be elected at the meeting. The nominees
of the Board of Directors are James L. Broadhead, Thompson L. Rankin,
Frederick H. Schultz and John A. Williams.
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.
CORPORATE PROFILE
Barnett Banks, Inc. is the leading financial institution in Florida and is
ranked in the top 25 in the United States. Barnett's stock is listed on the
New York Stock Exchange.
Barnett commands the leading market share in Florida in virtually every major
banking line of business, and ranks first, second or third in deposit share
in all florida markets in which it operates. Barnett's Banks in Florida and
Georgia are complemented by non-banking affiliates providing support services
and specialized and financial services, including trust, full-service
brokerage, credit card, mortgage banking and consumer finance.
MISSION STATEMENT
The mission of Barnett is to create value for its owners, customers and
employees as a major financial services provider in the United States.
We will strengthen our position in existing markets by providing a full range
of financial services, by acquiring other financial institutions, and by
capitalizing on our market knowledge and our commitment to entrepreneurial
market ownership.
Our focus will be on satisfying our customers total financial needs by
offering differentiated benefits driven by a sales and service process that
solidifies and expands the total customer relationship.
Barnett will aggressively pursue diversified income opportunities which
include internal initiatives, acquisitions and alliances in attractive
markets throughout the country which complement, leverage and expand our core
capabilities.
By the year 2000, Barnett will be a fully diversified financial services
organization with the acknowledged leadership position in the evolving
banking business in its markets and with a diversified group of other
financial businesses throughout the nation.
DIRECT PURCHASE PLAN
Barnett's SHAREHOLDER INVESTMENT PLAN is a convenient and cost-effective way
to acquire Barnett common stock.
- - No brokerage commissions are charged on purchases.
- - Optional cash purchases of additional common stock can be make.
- - Participation is voluntary, and you may withdraw at any time.
- - Dividends can be automatically reinvested.
- - The minimum initial investment is $250.00.
If you would like more information on this plan, please contact First Chicago
Trust, Agent at 1-800-328-5822.
<PAGE>
/X/ PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED "FOR" PROPOSAL 1.
<TABLE>
<S> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1. SPECIAL NOTE
Will Attend Annual Meeting.
1. ELECTION OF DIRECTORS: James L. Broadhead, Thompson / / / /
L. Rankin, Frederick H. Schultz and John A. Williams
For, except vote withheld from the following nominee(s): / / / /
- -----------------------------------------------------------
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 SHAREHOLDERS DATE
</TABLE>
TRIANGLE FOLD AND DETACH HERE TRIANGLE
BARNETT BANKS, INC.
ANNUAL MEETING OF SHAREHOLDER
ADMISSION TICKET
APRIL 17, 1996 10:00 A.M.
BARNETT OFFICE PARK
(A MAP APPEARS ON THE BACK COVER
OF THE PROXY STATEMENT
9000 SOUTHSIDE BLVD.
JACKSONVILLE, FL 32256
AGENDA
- - Call to Order
- - Introduction of Directors and Officers
- - Election of Directors
- - Chairman's Report
- - Tabulation and Results of Vote
- - General Question and Answer Period
- - Adjournment
THIS IS YOUR PROXY. YOUR VOTE IS IMPORTANT. IT IS IMPORTANT THAT YOUR SHARES
ARE REPRESENTED AT THIS MEETING, WHETHER OR NOT YOU ATTEND THE MEETING IN
PERSON. TO MAKE SURE YOUR SHARES ARE REPRESENTED, WE URGE YOU TO COMPLETE AND
MAIL THE PROXY CARD ABOVE.
