FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION _____________________
WASHINGTON, D.C. 20549 | OMB APPROVAL |
INITIAL STATEMENT OF |_____________________|
BENEFICIAL OWNERSHIP OF SECURITIES |OMB NUMBER: 3235-0104|
|EXPIRES: |
| SEPTEMBER 30, 1998 |
Filed pursuant to Section 16(a) of the |ESTIMATED AVERAGE |
Securities Exchange Act of 1934, |BURDEN HOURS |
Section 17(a) of the Public Utility |PER RESPONSE 0.5 |
Holding Company Act of 1935 |_____________________|
or Section 30(f) of the Investment
Company Act of 1940
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1. Name and Address of Reporting Person
Barnett Banks, Inc.
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(Last) (First) (Middle)
50 North Laura Street
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(Street)
Jacksonville Florida 32202
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(City) (State) (Zip)
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2. Date of Event Requiring Statement (Month/Day/Year)
01/15/97
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3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY)
59-0560515
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4. Issuer Name and Ticker or Trading Symbol
Oxford Resources Corp. ("OXFD")
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5. RELATIONSHIP OF REPORTING PERSON(S) TO ISSUER (CHECK ALL APPLICABLE)
( ) DIRECTOR
( ) 10% OWNER
( ) OFFICER (GIVE TITLE BELOW)
( X ) OTHER (SPECIFY TITLE BELOW)
Option Holder
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6. IF AMENDMENT, DATE OF ORIGINAL (MONTH/DAY/YEAR)
_________________________________________________________________________
7. INDIVIDUAL OR JOINT/GROUP FILING (CHECK APPLICABLE LINE)
X FORM FILED BY ONE REPORTING PERSON
___ FORM FILED BY MORE THAN ONE REPORTING PERSON
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TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
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1. TITLE OF SECURITY|2. AMOUNT OF |3. OWNERSHIP |4. NATURE OF INDIRECT
(INSTR. 4) | SECURITIES | FORM DIRECT| BENEFICIAL OWNERSHIP
| BENEFICIALLY| DIRECT (D) | (INSTR. 5)
| OWNED | OR INDIRECT|
| (INSTR. 4) | (I) (INSTR.|
| | 5) |
____________________|_______________|______________|_______________________
Class A Common Stock, 120,000 D
par value $.01 per share
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TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
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1. Title of Derivative Security (Instr. 4)
Option to purchase Class A Common Stock
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2. Date Exercisable and Expiration Date (Month/Day/Year)
__________*______________ ___________*______________
Date Exercisable Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
Class A Common Stock 2,974,658
Title Amount of Number of Shares
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4. Conversion or Exercise Price of Derivative Security
$33.75
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5. Ownership Form of Derivative Security: Direct(D) or Indirect(I)
(Instr. 5)
(D)
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6. Nature of Indirect Beneficial Ownership (Instr. 5)
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EXPLANATION OF RESPONSES:
* On January 14, 1997, Barnett Banks, Inc. ("Barnett") and Oxford
Resources Corp. (the "Company") entered into an Agreement and Plan of
Merger (the "Merger Agreement") pursuant to which, among other things, a
newly-formed wholly owned subsidiary of Barnett will be merged with and
into the Company. As a condition to the execution and delivery of the
Merger Agreement, Barnett and the Company also entered into a Stock
Option Agreement (the "Stock Option Agreement").
Pursuant to the Stock Option Agreement, the Company granted to
Barnett an option (the "Option") to purchase up to 2,974,658 authorized
but unissued shares of the Class A common stock, par value $.01 per
share (the "Class A Common Stock"), of the Company for $33.75 per share.
The Option will become exercisable in whole or in part at any time prior
to its expiration, if (i) the Company or any subsidiary of the Company,
without the prior written consent of Barnett, enters into an agreement
to engage in or the Board of Directors of the Company authorizes,
recommends (or publicly announces its intentions to take any of the
foregoing actions) with any person or group (other than Barnett or a
subsidiary of Barnett) to effect (a) a merger or consolidation, or any
similar transaction, involving the Company or any of its subsidiaries
(other than internal mergers, reorganizations, consolidations or
dissolutions involving only existing subsidiaries), (b) a purchase,
lease or other acquisition of all or a substantial portion of the
consolidated assets of the Company and its subsidiaries, or (c) a
purchase or other acquisition (including by way of merger,
consolidation, a tender offer or exchange offer to purchase any shares
of Class A Common Stock such that, upon consummation of such offer, such
person would own or control 15% or more of the voting power of the
Company (such an offer being referred to herein as a "Tender Offer" or
an "Exchange Offer," respectively), share exchange or otherwise) of
securities representing 15% or more of the voting power of the Company
or any of its subsidiaries (any of the foregoing being hereinafter
referred to as an "Acquisition Transaction"); (ii) the holders of the
Class A Common Stock and the Class B common stock of Oxford fail to
approve the Merger Agreement at the meeting of such shareholders
contemplated by the Merger Agreement, or such meeting is not held or is
cancelled prior to termination of the Merger Agreement, in each case
after it has been publicly announced that any person or group (other
than Barnett or a subsidiary of Barnett) (a) has made, or disclosed an
intention to make, a proposal to engage in an Acquisition Transaction,
(b) has acquired or has the right to acquire beneficial ownership of 15%
or more of the voting power of the Company, (c) has commenced a Tender
Offer or has filed or publicly disseminated a registration statement
with respect to an Exchange Offer, or (d) has filed an application under
any applicable banking laws seeking regulatory approval to engage in an
Acquisition Transaction; or (iii) the Company has willfully breached any
covenant or obligation contained in the Merger Agreement, thereby
entitling Barnett to terminate the Merger Agreement, after any person or
group (other than Barnett or a subsidiary of Barnett) (a) has stated an
intention to the Company or the Company shareholders to engage in an
Acquisition Transactions if the Merger Agreement terminates, (b) has
made, or disclosed an intention to make, a proposal to engage in an
Acquisition Transaction, (c) has commenced a Tender Offer or has filed
or publicly disseminated a registration statement with respect to an
Exchange Offer, or (d) has filed an application under any applicable
banking laws seeking regulatory approval to engage in an Acquisition
Transaction.
Barnett expressly disclaims any beneficial ownership of the
2,974,658 shares of the Class A Common Stock which are obtainable by
Barnett upon the exercise of the Option, because the Option is
exercisable only upon the events described above, none of which has
occurred
/s/ Hinton F. Nobles, Jr. 01/27/97
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** SIGNATURE OF REPORTING PERSON DATE
_____________________________
** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS.
SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A).
NOTE: FILE THREE COPIES OF THIS FORM, ONE OF WHICH MUST BE MANUALLY
SIGNED. IF SPACE PROVIDED IS INSUFFICIENT, SEE INSTRUCTION 6 FOR
PROCEDURE
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOR REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB NUMBER.
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