SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
________________
January 14, 1997
Date of Report (Date of Earliest Event Reported)
BARNETT BANKS, INC.
(Exact Name of Registrant as Specified in Charter)
Florida 1-7901 59-0560515
(State or Other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification No.)
of Incorporation)
50 North Laura Street
Jacksonville, Florida
(Address of Principal Executive Offices)
32202
(Zip Code)
(904) 791-7720
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On January 14, 1997, Barnett Banks, Inc., a Florida
corporation (the "Registrant"), announced that it had entered
into an Agreement and Plan of Merger, dated as of January 14,
1997 (the "Merger Agreement"), with Oxford Resources Corp.,
("Oxford") pursuant to which a newly-formed wholly owned
subsidiary of the Registrant will merge with and into Oxford (the
"Merger"), with Oxford thereafter becoming a wholly owned
subsidiary of the Registrant. The Merger Agreement provides,
among other things, that as a result of the Merger, each
outstanding share of common stock of Oxford, other than
dissenting shares, will be converted into the right to receive
.9085 newly-issued shares of the Registrant's common stock.
The press release issued by the Registrant with respect
to the announcement of the transactions described herein is
attached hereto as Exhibit 99 and is hereby incorporated herein
by reference in its entirety. The press release contains certain
forward looking statements with respect to the financial
condition, results of operations and business of the Registrant
following the consummation of the Merger, including statements
relating to: (a) revenue enhancements that could be realized from
the Merger and (b) projected 1997 earnings per share. Factors
that may cause actual results to differ materially from those
contemplated by such forward looking statements include, among
others, the following possibilities: (1) expected revenue
enhancements from the Merger cannot be fully realized; (2)
competitive pressure in the banking and financial services
industry increases significantly; and (3) general economic
conditions, either nationally or in Florida, are less favorable
than expected.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of the Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99 Press Release dated January 14, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
BARNETT BANKS, INC.
By: /s/ Charles W. Newman
Name: Charles W. Newman
Title: Chief Financial Officer
Date: January 14, 1997.
[BARNETT LOGO]
Barnett Banks, Inc.
For further information:
MEDIA ANALYSIS
David Palombi Greg Delaney
791-5013-office 791-7627-office
363-3101-home 287-2283-home
Area Code 904 Area Code 904
FOR IMMEDIATE RELEASE
January 14, 1997
BARNETT AGREES TO ACQUIRE OXFORD RESOURCES; ANNOUNCES
ADDITIONAL STOCK BUYBACK PROGRAM
JACKSONVILLE, Fla. - Barnett Banks, Inc. today announced that it
has reached a definitive agreement to acquire Oxford Resources Corp., the
nation's largest independent automobile leasing company. In addition,
Barnett's Board of Directors has authorized management to repurchase up
to an additional 15 million shares of Barnett's common stock.
Oxford, based in Melville, N.Y., provides leases and loans for
new and used automobiles through more than 2,000 auto dealers in 21
states across the country. Through its national dealer network, Oxford's
total lease and loan originations in 1996 approximate $1 billion.
The transaction is expected to be neutral to slightly accretive
to earnings in the first year and increasingly accretive thereafter.
Under the terms of the agreement, Oxford shareholders will receive 0.9085
shares of Barnett common stock for each share of Oxford common stock in a
tax-free exchange. Based on the price of Barnett shares at the close of
business of January 13, 1997, the transaction would be valued at $570
million.
Similar to Barnett's 1995 acquisition of EquiCredit Corporation,
this transaction furthers Barnett's long-term mission to continue
growing revenue by expanding nationally into high-growth financial
services businesses that leverage the company's core capabilities. It
also provides an opportunity for the company to make a significant
acquisition that both meets its strategic objectives and provides
attractive financial returns.
"This acquisition is a significant step toward enhancing
Barnett's automobile finance business, which is already one of our
strengths," said Charles E. Rice, Barnett chairman and chief executive
officer. "The number of consumers choosing to lease rather than buy new
or used automobiles is increasing dramatically. This transaction
immediately makes Barnett a leader in this fast growing field and
furthers our goal of expanding our national operations."
"There is a natural fit between Barnett's strategy to grow its
auto finance operations on a geographic and product line basis and
Oxford's leasing expertise, track record and presence in 21 states," said
Michael C. Pascucci, Oxford's chairman and chief executive officer.
"Combining Barnett's strengths with our automobile leasing and lending
capabilities should accelerate our plans to grow our business
nationally."
Barnett currently originates approximately 25% of all automobile
loans in Florida, and is ranked among the top ten auto lenders
nationally. The Company makes vehicle loans through more than 1,500
automobile dealers in Florida and seven other southern states.
The transaction with Oxford will enhance and expand Barnett's
dealer relationships, extend the company's product offerings through the
addition of Oxford's new and used vehicle lease and loan products and
rapidly expand Barnett's geographic reach. Barnett will also benefit from
Oxford's demonstrated strength in remarketing previously leased vehicles,
a key measure of success in the automobile leasing business.
Oxford's dealers should also benefit from the transaction, as
they will be able to access Barnett's broad line of retail automobile
loan products.
Oxford's management is considered one of the most experienced and
innovative in the automobile finance industry, having introduced a
variety of unique auto leasing products since entering this business in
1979. The agreement ensures that Oxford's management will remain in
place.
The transaction, which requires regulatory approval, will be
accounted for as a purchase. Oxford shareholders with votes representing
in excess of 80 percent of the voting control of the company have agreed
to vote their shares in favor of the transaction. In addition, Oxford has
granted Barnett an option to purchase, under certain circumstances, up to
19.9 percent of Oxford's outstanding shares of common stock. The
transaction is expected to close by mid-year 1997.
With more than $40 billion in assets, Barnett Banks, Inc. is the
leading financial institution in Florida and ranked in the top 25 in the
United States. The company provides a complete line of banking and
related financial services to consumers and businesses. Barnett stock
(BBI) is listed on the New York Stock Exchange.
Oxford Resources Corp. is the nation's largest independent
automobile leasing company, with operations in 21 states across the
country. The company's stock (OXFD) is listed on NASDAQ.
SEC Cautionary Safe Harbor Language
The press release contains certain forward looking statements with
respect to the financial conditon, results of operations and business of
Barnett following the consummation of the merger, including statements
relating to: (a) revenue enhancements that will be realized from the
merger and (b) projected 1997 earnings per share. Factors that may
cause actual results to differ materially from those contemplated by such
forward looking possibilities: (1) expected revenue enhancements from
the merger cannot be fully realized; (2) competitve pressure in the
banking and financial services industry increases significantly; and (3)
general economic conditions, either nationally or in Florida, are less
favorable than expected.
