AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 1997
Registration No. 333-____
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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 59-05605515
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(Address of Principal Executive Offices including Zip Code)
1993 STOCK OPTION PLAN OF OXFORD RESOURCES CORP
(Full Title of the Plan)
CHARLES E. RICE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
BARNETT BANKS, INC.
50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(Name and Address of Agent for Service)
(904) 791-7720
(Telephone Number, including Area
Code, of Agent for Service)
Copies of all correspondence to
Fred B. White, III, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
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CALCULATION OF REGISTRATION FEE
Proposed
Title of Amount Exercise maximum Amount of
securities to be price aggregate registra-
to be regis- per offering tion
registered tered(1) share(2) price fee
Common Stock, par
value $2.00 per
share (and
associated rights) 689,454 $19.83 $13,671,873 $4,143
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____________________
(1) Represents maximum number of shares available for issuance
under the Plan.
(2) Based on the exercise price per option granted under the
Plan.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the registrant with the
Securities and Exchange Commission are incorporated herein by
reference:
(1) The registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (the "1996 Form 10-K");
(2) The registrant's Current Reports on Form 8-K, dated
January 14, 1997 and January 24, 1997.
(3) The description of the registrant's Common Stock and
Junior Participating Preferred Stock and Preferred Stock Purchase
Rights set forth in registration statements filed by the
registrant pursuant to Section 12 of the Securities Exchange Act,
as amended (the "Exchange Act") including any amendment or report
filed for purposes of updating any such description.
(4) The portions of the registrant's Proxy Statement for
the Annual Meeting of Stockholders held to be on April 16, 1997
that have been incorporated by reference in the 1996 Form 10-K.
All documents and reports subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated by reference herein and filed prior to the filing
hereof shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement
contained herein modifies or supersedes such statement, and any
statement contained herein or in any other document incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a
statement contained in any other subsequently filed document
which also is incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of the registrant's common stock
available for issuance under the Plan will be passed upon for the
registrant by Mahoney, Adams & Criser, P.A. Marshall M. Criser, a
member of the firm of Mahoney, Adams & Criser, P.A., is a
director of the registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Amended and Restated Articles of Incorporation and the
Amended and Restated Bylaws of Barnett 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 expense actually
and reasonably incurred by him in connection therewith.
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 a 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 a 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
are 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 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 adjudication cause of action and the
director or officer (a) violated criminal law, unless the
director or officer has 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 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 lability insurance covering directors and
officers.
Section 8(k) of the Federal Deposit Insurance Act (the "FDI
Act") provides that the Federal Deposit Insurance Corporation
(the "FDIC") may prohibit or limit, by regulation or order,
payments by any insured depository institution or its holding
company for the benefit of directors and officers of the insured
depository institution, or others who are or were "institution-
affiliated parties," as defined under the FDI Act, in order to
pay or reimburse such person for any liability or legal expense
sustained with regard to any administrative or civil enforcement
action which results in a final order against the person. The
FDIC recently adopted regulations prohibiting, subject to certain
exceptions, insured depository institutions, their subsidiaries
and affiliated holding companies from indemnifying officers,
directors or employees for any civil money penalty or judgment
resulting from an administrative or civil enforcement action
commenced by any federal banking agency, or for that portion of
the costs sustained with regard to such an action that results in
a final order or settlement that is adverse to the director,
officer or employee.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this
registration statement or incorporated by reference herein.
Exhibit
Number Description
4.1 Amended and Restated Articles of Incorporation of
the Registrant, as amended, previously filed and
incorporated by reference to Barnett Banks, Inc.'s
Registration Statement on Form S-3 (File No. 33-
59246).
4.2 Bylaws of the Registrant, previously filed and
incorporated by reference to Barnett Banks, Inc.'s
Registration Statement on Form S-3 (File No.33-
57597).
4.3 Rights Agreement, previously filed and
incorporated by reference to Barnett Banks, Inc.'s
Registration Statement on Form 8-A filed March 21,
1990.
5.1 Opinion of Mahoney, Adams & Criser, P.A.
23.1 Consent of Arthur Andersen LLP, Jacksonville, Florida.
23.2 Consent of Mahoney, Adams & Criser, P.A. (included
in Exhibit 5.1 hereto).
24.1 Special Power of Attorney of Charles E. Rice.
24.2 Special Power of Attorney of Allen L. Lastinger, Jr.
24.3 Special Power of Attorney of Charles W. Newman.
24.4 Special Power of Attorney of Gregory M. Delaney.
24.5 Special Power of Attorney of Walter H. Alford.
24.6 Special Power of Attorney of Rita Bornstein.
24.7 Special Power of Attorney of James L. Broadhead.
24.8 Special Power of Attorney of Alvin R. Carpenter.
24.9 Special Power of Attorney of Marshall M. Criser.
24.10 Special Power of Attorney of Jack B. Critchfield.
24.11 Special Power of Attorney of Remedios Diaz Oliver.
24.12 Special Power of Attorney of Clarence V. McKee.
24.13 Special Power of Attorney of Thompson L. Rankin.
24.14 Special Power of Attorney of Frederick H. Schultz.
24.15 Special Power of Attorney of Stewart Turley.
24.16 Special Power of Attorney of John A. Williams.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) Not Applicable.
(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.
(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 that is incorporated by reference in this 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)-(g) Not Applicable.
(h) 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 foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act 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 Act and will be governed by the final adjudication of such
issue.
(i)-(j) Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 April 2, 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 2, 1997.
NAME TITLE
* Chairman, Chief Executive
Charles E. Rice Officer and Director
* President, Chief
Allen L. Lastinger, Jr. Operating Officer and
Director
* Chief Financial Officer
Charles W. Newman
* Controller (Principal
Gregory M. Delaney Accounting Officer)
* 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 Registration Statement on Form S-8 on behalf of the
directors and officers of Barnett indicated above by asterik,
pursuant to powers of attorney duly executed by such directors
and officers and filed as exhibits to this Registration Statement
on Form S-8.
By: /s/ Hinton F. Nobles, Jr.
Name: Hinton F. Nobles, Jr.
Attorney-in-fact
Exhibit 5.1
[LETTERHEAD OF MAHONEY, ADAMS & CRISER, P.A.]
April 2, 1997
Barnett Banks, Inc.
50 North Laura Street
Jacksonville, Florida 32202
Re: Barnett Banks, Inc. ("Barnett") Registration Statement
Relating to 689,454 Shares of Common Stock Issuable
pursuant to the Agreement and Plan of Merger dated as
of January 14, 1997 among Barnett, Merger Sub and
Oxford Resources Corp., as amended (the "Merger
Agreement")
Ladies and Gentlemen:
We refer to the registration statement (the
"Registration Statement") of Barnett on Form S-8 filed with the
Securities and Exchange Commission on April 2, 1997, covering the
registration under the Securities Act of 1933, as amended, of up
to 689,454 shares (the "Shares") of common stock of Barnett,
$2.00 par value. The Shares may be issued from time to time to
holders of options under the 1993 Stock Option Plan of Oxford
Resources Corp. (the "Plan"), as converted to options to purchase
the Shares pursuant to the Merger Agreement.
As local counsel for Barnett, we have examined the
Registration Statement, and we are familiar with the proceedings
taken by Barnett relating to them. We have also examined the
Amended and Restated Articles of Incorporation, as amended, and
the Bylaws, as amended, of Barnett, 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 have been duly and validly authorized by
Barnett 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 Barnett 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 Barnett 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.
Exhibit 23.1
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 2, 1997
Exhibit 24.1
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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]
Exhibit 24.2
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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]
Exhibit 24.3
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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]
Exhibit 24.4
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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/ Gregory M. Delaney
Gregory M. Delaney
[SEAL]
Exhibit 24.5
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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]
Exhibit 24.6
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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]
Exhibit 24.7
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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]
Exhibit 24.8
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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]
Exhibit 24.9
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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]
Exhibit 24.10
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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]
Exhibit 24.11
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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]
Exhibit 24.12
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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]
Exhibit 24.13
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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/ Tom L. Rankin
Tom L. Rankin
[SEAL]
Exhibit 24.14
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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]
Exhibit 24.15
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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]
Exhibit 24.16
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-4 (or such other form as shall be appropriate) and any and
all amendments (including post-effective amendments) thereto
covering the issuance of up to 14,285,000 Shares of Common Stock,
$2.00 par value, 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]
