AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1997
REGISTRATION NO. 333-21519
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BARNETT BANKS, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida 6712 59-0560515
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction Industrial Classification Identification Number)
of Incorporation or Code Number)
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)
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:
Fred B. White, III, Esq. Joseph L. Getraer, Esq.
Skadden, Arps, Slate, Roseman & Collin LLP
Meagher & Flom LLP 575 Madison Avenue
919 Third Avenue New York, New York 10022
New York, New York 10022 (212) 940-8800
(212) 735-3000
If the securities being registered on this form are being offered
in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. ( )
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 consists of no exhibits. On
April 1, 1997, the merger of Oxford Acquisition, Inc., a wholly owned
subsidiary of Barnett, with and into Oxford was consummated, and each
issued and outstanding share of Oxford Common Stock was converted into,
and became exchangeable for, .9085 shares of Barnett Common Stock,
resulting in the issuance of an aggregate of 13,631,004 shares of
Barnett Common Stock. Therefore, in accordance with Item 22(a) in Part
II of the Registration Statement relating to certain undertakings, this
Post-Effective Amendment No. 1 is being filed by Barnett for the
purpose of deregistering 653,996 shares of Barnett Common Stock.
Capitalized terms used and not defined in this Explanatory Note have
the meaning set forth in the Proxy Statement/Prospectus included in
this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Jacksonville, State of
Florida, on April 25, 1997.
BARNETT BANKS, INC.
By: /s/ Hinton F. Nobles, Jr.
-------------------------------
Name: Hinton F. Nobles, Jr.
Title: Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on April 25, 1997.
NAME TITLE
---- -----
* Chairman, Chief Executive
------------------------------ Officer and Director
Charles E. Rice
* President, Chief Operating
------------------------------ Officer and Director
Allen L. Lastinger, Jr.
* Chief Financial Officer
------------------------------
Charles W. Newman
* Controller (Principal
------------------------------ Accounting Officer)
Gregory M. Delaney
* Director
------------------------------
Walter H. Alford
* Director
------------------------------
Rita Bornstein
* Director
------------------------------
James L. Broadhead
* Director
------------------------------
Alvin R. Carpenter
* Director
------------------------------
Marshall M. Criser
* Director
------------------------------
Jack B. Critchfield
* Director
------------------------------
Remedios Dias Oliver
* Director
------------------------------
Clarence V. McKee
* Director
------------------------------
Thompson L. Rankin
* Director
------------------------------
Frederick H. Schultz
* Director
------------------------------
Stewart Turley
* Director
------------------------------
John A. Williams
_________________________
* Hinton F. Nobles, Jr., by signing his name hereto, does hereby
execute this Post-Effective Amendment No. 1 to the Registration
Statement on behalf of the directors and officers of Barnett
indicated above by asterisk, pursuant to powers of attorney duly
executed by such directors and officers and filed as exhibits to
the Registration Statement of Form S-4.
By: /s/ Hinton F. Nobles, Jr.
--------------------------
Name: Hinton F. Nobles, Jr.
Attorney-in-fact
Date: April 25, 1997
