<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 1997
REGISTRATION STATEMENT NO. _______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------------
BARNETT BANKS, INC.
(Exact name of Registrant as specified in its charter)
FLORIDA 59-0560515
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(904) 791-7720
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
1997 PERFORMANCE-BASED INCENTIVE PLAN OF BARNETT BANKS, INC.
(Full title of Plan)
-------------------------------------------
CHARLES E. RICE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
BARNETT BANKS, INC.
50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(904) 791-7720
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------------------------
Copies to:
HALCYON E. SKINNER, ESQ.
MAHONEY ADAMS & CRISER, P.A.
50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum
Title of Securities To Be Amount To be Aggregate Proposed Maximum Amount of Registration
Registered Registered*** Offering Price Per Unit* Aggregate Offering Price* Fee*/***
<S> <C> <C> <C> <C>
Common Stock, par value 8,500,000 Shares $46.00 $391,000,000.00 $95,408.00
$2.00 per share (including
preferred stock purchase
rights) **
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h) on the basis of the average high and low prices
for Barnett Banks, Inc. ("Barnett" or the "Company") Common Stock (the
"Common Stock") reported on the New York Stock Exchange on April 24, 1997.
** There is also being registered hereunder associated rights to purchase
shares of the Company's Junior Participating Preferred Stock, par value
$0.10 per share, which rights are (a) not currently exercisable and (b) not
currently separable from shares of
<PAGE>
Common Stock. In addition, this Registration Statement includes such
indeterminate number of shares of Common Stock as may be issuable as a
result of stock splits, stock dividends or similar transactions. Pursuant
to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests in the 1997
Performance-Based Incentive Plan to be offered or sold pursuant to such
plan.
*** Represents the maximum number of shares to be issued under the 1997
Performance-Based Incentive Plan, assuming all awards authorized thereunder
are made. Pursuant to Rule 429 of the Securities Act of 1933, the
prospectus included in the Registration Statement also relates to 3,135,410
shares registered and remaining unissued under Registration Statement
33-57599 previously filed by the Company, in respect of which $23,077.70
has been paid to the Commission in filing fees. In the event that any of
such previously registered securities are offered prior to the effective
date of this Registration Statement, the amount of such securities will not
be included in any prospectus hereunder. The amount of securities being
registered, together with the remaining securities registered under
Registration Statement No. 33-57599 represent the maximum amount of
securities which are expected to be offered for sale.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEMS 1 AND 2. PLAN INFORMATION; REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
The document(s) containing the information specified in the instructions to
Part I of Form S-8 will be sent or given to employees as specified by Rule
428(b)(1).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference into this Registration
Statement the following documents filed by the Company with the Securities and
Exchange Commission (the "Commission"):
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1996, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended;
(b) the Company's Current Reports on Form 8-K filed January 14, 1997,
January 24, 1997 and April 7, 1997;
(c) all other reports, if any, filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year ended December 31, 1996;
(d) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on
December 12, 1979; and
(e) the description of the Company's Junior Participating Preferred Stock
Purchase Rights, as amended, contained in the Company's Registration
Statement on Form 8-A, filed with the Commission on July 12, 1990.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Marshall M. Criser, a member of the firm of Mahoney Adams & Criser, is a
director of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles and Bylaws of the Corporation require the indemnification of
directors and officers to the fullest extent permitted by law.
Subsection (1) of Section 607.0850 of the Florida Business Corporation Act
(the "FBCA") empowers a corporation to indemnify any person who was or is a
party to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against liability
incurred in connection with such proceeding (including any appeal thereof) if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Subsection (2) of Section 607.0850 of the FBCA empowers a corporation to
indemnify any person who was or is a party to any proceeding by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth in the preceding paragraph,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expenses of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the defense
or settlement of such proceeding, including appeals, provided that the person
acted under the standards set forth in the preceding paragraph. However, no
indemnification should be made for any claim, issue or matter as to which such
person is adjudged to be liable unless, and only to the extent that, the court
in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
deems proper.
Subsection (3) of Section 607.0850 of the FBCA provides that to the extent
a director or officer of a corporation has been successful on the merits or
otherwise in defense of any proceeding referred to in subsection (1) or (2) of
Section 607.0850 of the FBCA or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses actually and reasonably
incurred by him in connection therewith.
<PAGE>
Subsection (4) of Section 607.0850 of the FBCA provides that any
indemnification under subsection (1) or (2) of Section 607.0850 of the FBCA,
unless determined by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director or officer is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsection (1) or (2) of Section
607.0850 of the FBCA. Such determination shall be made:
(a) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such proceeding;
(b) if such a quorum is not obtainable, or, even if obtainable, by
majority vote of a committee duly designated by the board of directors
(in which directors who are parties may participate) consisting solely
of two or more directors not at the time parties to the proceeding;
(c) by independent legal counsel:
(1) selected by the board of directors as prescribed in paragraph (a)
or the committee selected as prescribed in paragraph (b); or
(2) if no quorum of directors can be obtained under paragraph (a) or
no committee can be designated under paragraph (b), by a majority
vote of the full board of directors (in which directors who are
parties may participate); or
(d) by the shareholders by a majority vote of a quorum of shareholders who
were not parties to such proceedings or, if no quorum is obtainable,
by a majority vote of shareholders who were not parties to such
proceeding.
Under subsection (6) of Section 607.0850 of the FBCA, expenses incurred by
a director or officer in defending a civil or criminal proceeding may be paid by
the corporation in advance of the final disposition thereof upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that such director or officer is not entitled to
indemnification under Section 607.0850 of the FBCA.
Subsection (7) of Section 607.0850 of the FBCA states that indemnification
and advancement of expenses provided under Section 607.0850 of the FBCA are not
exclusive and empowers the corporation to make any other or further
indemnification or advancement of expenses under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, for
<PAGE>
actions in an official capacity and in other capacities while holding an office.
However, a corporation cannot indemnify or advance expenses if a judgment or
other final adjudication establishes that the actions or omissions to act of the
director or officer were material to the adjudicated cause of action and the
director or officer (a) violated criminal law, unless the director or officer
had reasonable cause to believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful, (b) derived an improper personal
benefit from a transaction, (c) was or is a director in a circumstance where the
liability under Section 607.0834 of the FBCA (relating to unlawful
distributions) applies, or (d) engaged in willful misconduct or conscious
disregard for the best interests of the corporation in a proceeding by or in
right of the corporation to procure a judgment in its favor or in a proceeding
by or in right of a shareholder.
Subsection (9) of Section 607.0850 of the FBCA permits any director or
officer who is or was a party to a proceeding to apply for indemnification or
advancement of expenses, or both, to any court of competent jurisdiction and
lists the determinations the court should make before ordering indemnification
or advancement of expenses.
Subsection (12) of Section 607.0850 of the FBCA permits a corporation to
purchase and maintain insurance for a director or officer against any liability
incurred in his official capacity or arising out of his status as such
regardless of the corporation's power to indemnify him against such liability
under Section 607.0850.
As allowed by Section 607.0850(12) of the FBCA, the Corporation maintains
liability insurance covering directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index on page II-12 of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
<PAGE>
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set
forth in the registration statement.
Notwithstanding the foregoing, any increase
or decrease in volume of securities offered
(if the total dollar value of securities
offered would not exceed that which was
registered) and any deviation from the low or
high end of the estimated maximum offering
range may be reflected in the form of
prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more
than a 20% change in the maximum aggregate
offering price set forth in the "Calculation
of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or
any material change to such information in
the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described above, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on the 24th day of
April, 1997.
BARNETT BANKS, INC.
By: *
--------------------------------
Charles E. Rice, Chairman
and Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
- --------- ----- ----
* Director April 24, 1997
- ------------------------------
Walter H. Alford
* Director April 24, 1997
- ------------------------------
Rita Bornstein
* Director April 24, 1997
- ------------------------------
James L. Broadhead
* Director April 24, 1997
- ------------------------------
Alvin R. Carpenter
* Director April 24, 1997
- ------------------------------
Marshall M. Criser
* Director April 24, 1997
- ------------------------------
Jack B. Critchfield
/s/ Gregory M. Delaney
- ------------------------------ Controller April 24, 1997
Gregory M. Delaney (Principal Accounting
Officer)
* President April 24, 1997
- ------------------------------ Chief Operating
Allen L. Lastinger, Jr. Officer and Director
* Director April 24, 1997
- ------------------------------
Clarence V. McKee
* Chief Financial April 24, 1997
- ------------------------------ Officer (Principal
Charles W. Newman Financial Officer)
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
* Director April 24, 1997
- ------------------------------
Remedios Diaz Oliver
* Director April 24, 1997
- ------------------------------
Thompson L. Rankin
* Chairman, Chief April 24, 1997
- ------------------------------ Executive Officer
Charles E. Rice and Director
(Principal Executive
Officer)
* Director April 24, 1997
- ------------------------------
Frederick H. Schultz
* Director April 24, 1997
- ------------------------------
Stewart Turley
* Director April 24, 1997
- ------------------------------
John A. Williams
/s/ Gregory M. Delaney
- ------------------------------
Gregory M. Delaney
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the Executive
Compensation and Management Development Committee of Barnett Banks, Inc., which
serves as Plan administrator, has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Jacksonville, State of Florida, on the 24th day of April, 1997.
1997 PERFORMANCE-BASED INCENTIVE PLAN
By: /s/ Paul T. Kerins
----------------------------------------------
Paul T. Kerins
<PAGE>
Secretary of Executive Compensation and
Management Development Committee
<PAGE>
EXHIBIT INDEX
PAGINATION IN
SEQUENTIAL
EXHIBIT EXHIBIT NUMBERING
NUMBER DESIGNATION SYSTEM
- ------ ----------- ------
(4)(a) Amended and Restated Articles of Incorporation incorporated
of the Corporation. by reference to
Exhibit 4(a) to the
Corporation's
Registration
Statement No.
33-59246
(4)(b) Bylaws of the Corporation. incorporated by
reference to Exhibit
4(b) to the
Corporation's
Registration
Statement No.
33-64305
(4)(c) Rights Agreement. incorporated by
reference to
Exhibit (4)(c) to
the Corporation's
Registration
Statement No.
33-36307
(5) Opinion of Mahoney Adams & Criser, P.A. as to
the validity of the Common Stock.
(23)(a) Consent of Arthur Andersen LLP.
(23)(b) Consent of Mahoney Adams & Criser, P.A., counsel
to the Corporation (included in Exhibit (5)).
(24)(a) Powers of Attorney.
(24)(b) Certified Resolutions of Board of Directors
authorizing Powers of Attorney.
- --------------------------------------------------------------------------------
<PAGE>
April 28, 1997
Barnett Banks, Inc.
50 North Laura Street
Jacksonville, Florida 32202
RE: BARNETT BANKS, INC. REGISTRATION STATEMENT RELATING TO
8,500,000 SHARES OF COMMON STOCK ISSUABLE PURSUANT TO
1997 PERFORMANCE-BASED INCENTIVE PLAN OF BARNETT BANKS, INC.
------------------------------------------------------------
Ladies and Gentlemen:
We refer to the registration statement (the "Registration Statement") of
Barnett Banks, Inc. ("Barnett" or the "Company") on Form S-8 filed with the
Securities and Exchange Commission on April 28, 1997, covering the registration
under the Securities Act of 1933, as amended, of up to 8,500,000 shares (the
"Shares") of common stock of Barnett, $2.00 par value. The Shares may be issued
from time to time to participants in the Company's 1997 Performance-Based
Incentive Plan (the "Plan").
As counsel for the Company, we have examined the Registration Statement and
we are familiar with the proceedings taken by the Company relating to it. We
have also examined the Amended and Restated Articles of Incorporation, as
amended, and the Bylaws, as amended, of the Company, and such Barnett records,
certificates and other documents as we have considered necessary or appropriate
for the purposes of this opinion.
Based on the foregoing, it is our opinion that the issuance of the Shares
has been duly and validly authorized by the Company and that the Shares, upon
issuance in accordance with the terms of the Plan, will be legally issued, fully
paid and non-assessable.
We hereby consent to the use of our name in the Registration Statement as
counsel for the Company who will pass upon the validity of the Shares and as
having prepared this opinion and to the use of this opinion as an exhibit to the
Registration Statement. We further consent to the use of our name as counsel
for the Company
<PAGE>
and to the references to this firm in the Prospectus which
constitutes part of the Registration Statement.
In giving this consent, we do not thereby admit that we came within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules or regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
MAHONEY ADAMS & CRISER, P.A.
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement of our
report dated January 13, 1997, incorporated by reference in Barnett Banks,
Inc.'s Form 10-K for the year ended December 31, 1996, and to all references
to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
April 28, 1997
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ Walter H. Alford
-----------------------------------
Walter H. Alford
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ Rita Bornstein
-----------------------------------
Rita Bornstein
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ James L. Broadhead
-----------------------------------
James L. Broadhead
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ Alvin R. Carpenter
-----------------------------------
Alvin R. Carpenter
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ Marshall M. Criser
-----------------------------------
Marshall M. Criser
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ Jack B. Critchfield
-----------------------------------
Jack B. Critchfield
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ Allen L. Lastinger, Jr.
-----------------------------------
Allen L. Lastinger, Jr.
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ Clarence V. McKee
-----------------------------------
Clarence V. McKee
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ Charles W. Newman
-----------------------------------
Charles W. Newman
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ Remedios Diaz Oliver
-----------------------------------
Remedios Diaz Oliver
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ Thompson L. Rankin
-----------------------------------
Thompson L. Rankin
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ Charles E. Rice
-----------------------------------
Charles E. Rice
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ Frederick H. Schultz
-----------------------------------
Frederick H. Schultz
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ Stewart Turley
-----------------------------------
Stewart Turley
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., and Gregory M. Delaney, and each or any of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Corporation's Registration Statement on Form S-8 (or such other form as
shall be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 8,500,000 (8.5 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's 1997 Performance-Based Incentive Plan, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to effectuate the above purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1997.
/s/ John A. Williams
-----------------------------------
John A. Williams
(SEAL)
<PAGE>
RESOLUTION E
BARNETT BANKS, INC.
RESOLUTIONS OF THE BOARD OF DIRECTORS
AS DULY ADOPTED AT A REGULAR MEETING
HELD ON JANUARY 22, 1997
APPROVING THE CORPORATION'S
PERFORMANCE-BASED INCENTIVE PLAN
RESOLVED, that the Board of Directors (the "Board") hereby approves the
Corporation's Performance-Based Incentive Plan (the "Plan") in substantially the
form presented to the Board at its regular meeting held on January 22, 1997, and
attached to these Resolutions in the Minute Book of the Corporation, and directs
that such Plan be presented to the Corporation's shareholders, with the Board's
recommendation for approval, at the 1997 Annual Meeting of Shareholders.
FURTHER RESOLVED, that the Board hereby authorizes the reservation of 8,500,000
shares of Common Stock of the Corporation for future issuance in connection with
the long-term incentive component of the Plan and authorizes the Chairman and
Chief Executive Officer, the President and Chief Operating Officer, the Chief
Financial Officer, the Executive Vice President, the Corporate Secretary and any
Assistant Secretary (the "Proper Officers"), to prepare such documents and take
such steps as are necessary or desirable to effectuate the creation of the Plan
and the registration and issuance of the Common Stock, including but not limited
to the actions described in the following resolutions.
FURTHER RESOLVED, that, in connection with such authorization, the Board of
Directors of the Corporation hereby authorizes the preparation and filing, upon
execution by the Proper Officers and a majority of Directors of the Corporation,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 or other appropriate form,
covering the proposed registration of the Plan and/or 8,500,000 shares of Common
Stock under the long-term incentive component of the Plan, and of any amendment
(including post-effective amendments) or supplement to the Registration
Statement that, on advice of counsel, is deemed to be necessary or desirable to
effect the registration.
FURTHER RESOLVED, that the Chairman of the Board or Secretary of the Corporation
is hereby authorized to determine the states in which appropriate action shall
be taken to qualify or register the Plan and/or all or such part of the Common
Stock as he or she may deem necessary or advisable; that the Proper Officers of
the Corporation are hereby authorized to perform on behalf of the Corporation
any and all such acts as they may deem necessary or advisable in order to comply
with the applicable laws of any such states, and in connection therewith to
execute and file all requisite papers and
<PAGE>
documents, including, but not limited to, applications, reports, surety bonds,
irrevocable consents and appointments of attorney for service of process; and
that the execution by the Proper Officers of any such paper or document or the
doing by them of any act in connection with the foregoing matter shall
conclusively establish their authority therefor for this Corporation and the
approval and ratification by this Corporation of the papers and documents so
executed and the action so taken.
FURTHER RESOLVED, that if in any state where the Plan and/or the Common Stock is
to be registered or qualified for offering, sale or exchange, a prescribed form
of resolution or resolutions is required to be adopted by the Board of
Directors, each such resolution shall be deemed to have been and hereby is
adopted by this resolution, and that the Secretary of the Corporation is hereby
authorized to certify the adoption of all such resolutions as though such
resolutions were now presented to be inserted into the Minute Book of the
Corporation on pages next following these minutes and initialed by the Secretary
of the Corporation.
FURTHER RESOLVED, that the Board of Directors of this Corporation hereby
authorizes the preparation and filing, upon due execution by the Proper Officers
of the Corporation, of an application to the New York Stock Exchange for the
listing of up to 8,500,000 shares of the Corporation's Common Stock, to be
reserved under the long-term incentive component of the Plan, in such form as
the Chairman of the Board or Secretary of the Corporation, after advice of
counsel, may determine in his or her discretion to be necessary or desirable to
effect the listing of the Common Stock.
FURTHER RESOLVED, that the Board of Directors of this Corporation hereby
authorizes the Chairman and Chief Executive Officer (the Principal Executive
Officer), the Chief Financial Officer (the Principal Financial Officer), the
Controller (the Principal Accounting Officer) and each Director to execute
Special Powers of Attorney appointing Charles W. Newman, Hinton F. Nobles, Jr.,
Gregory M. Delaney, and each or any of them, as attorney-in-fact to sign the
aforementioned Registration Statement and any and all amendments thereto on
their behalf as Executive Officers or Directors, and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents to have
power to act with or without the other and to do and perform in the name and on
behalf of each of said Executive Officers and Directors every act whatsoever
necessary or advisable to be done as fully and to all intents and purposes as
any such Executive Officer or Director might or could do in person.
FURTHER RESOLVED, that Charles E. Rice, Chairman and Chief Executive Officer of
the Corporation, is hereby appointed and designated as the person duly
authorized to receive communications and notices from the Securities and
Exchange Commission with respect to the Registration Statement, preparation and
filing of which is authorized by these resolutions.
FURTHER RESOLVED, that the Board hereby authorizes and directs the Proper
Officers of the Corporation in the name and on behalf of the Corporation and to
the extent necessary under its seal, to prepare, execute, deliver, file and
record all
<PAGE>
instruments, documents, and other papers and to do all such other acts and
things as they in their discretion and with the advice of counsel may deem
necessary or desirable to carry into effect the foregoing resolutions.
/s/ Cathy C. Cosby
----------------------------------------
Secretary
DATED: January 22, 1997
