<PAGE>
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
Date of Report (Date of earliest event reported) March 12, 1997
--------------
OXFORD RESOURCES CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York
----------------------------------------------
(State or other jurisdiction of incorporation)
0-22830 11-2344427
- ------------------------ ------------------------------------
(Commission File Number) (IRS Employer Identification Number)
270 South Service Road, Melville, New York 11747
---------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (516) 777-8100
--------------
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
(Exhibit Index appears on Page 4)
===============================================================================
<PAGE>
ITEM 5. OTHER EVENTS
On March 12, 1997, Oxford Resources Corp. (the "Company") held a
special meeting of its shareholders to approve the merger (the "Merger") of a
wholly-owned subsidiary of Barnett Banks, Inc. ("Barnett") into the Company,
resulting in the Company becoming a wholly owned subsidiary of Barnett.
Pursuant to the Merger, shareholders of the Company, other than dissenting
shareholders (and other than the Company and Barnett if, and to the extent they
are the direct or indirect owners of any shares of either class of the
Company's common stock), will receive .9085 shares of the common stock, par
value, $2.00 per share, of Barnett for each share of either class of the
Company's common stock held on the effective date of the Merger.
Approval required the affirmative vote of two-thirds of the votes
eligible to be cast at the special meeting. At the Special Meeting, the Merger
was approved by the requisite number of shareholders. The results of voting
were:
For Against Abstain
--- ------- -------
77,219,642 0 16,580
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
1. Press Release, dated March 12, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
OXFORD RESOURCES CORP.
By Mark A. Freeman
----------------------------
Name: Mark A. Freeman
Title: Secretary
Date: March 14, 1997
3
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
1. Press Release, dated March 12, 1997.
4
<PAGE>
Exhibit 1
[Letterhead of Jafoni & Collins Incorporated]
CONTACT:
Christopher S. Pascucci Robert L. Rinderman
Executive Vice President Stewart A. Lewack
and Chief Executive Officer Jaffoni & Collins Incorporated
516/777-8100 x 3253 212/5053015 or
[email protected]
FOR IMMEDIATE RELEASE
OXFORD RESOURCES SHAREHOLDERS APPROVE MERGER
WITH BARNETT BANKS, INC.
Melville, NY (March 12, 1997) - Oxford Resources Corp. (Nasdaq: OXFD) reported
that its shareholders approved the merger of the Company with Barnett Banks,
Inc. (NYSE:BBI) at a special meeting of Oxford shareholders held today.
Under the terms of the agreement, Oxford shareholders will receive 0.9085 shares
of Barnett common stock for each share of Oxford common stock. It is anticipated
that the merger will close promptly upon the satisfaction of certain closing
conditions.
With more than $40 billion in assets, Barnett Banks, Inc. is the leading
financial institution in Florida and is ranked in the top 25 in the United
States. Barnett provides a complete line of banking and related financial
services to consumers and businesses. Barnett currently originates approximately
25% of all automobile loans in Florida, and is ranked among the top ten auto
lenders nationally. Barnett makes vehicle loans through
5
<PAGE>
more than 1,500 automobile dealers in Florida and seven other southern states.
Barnett stock (BBI) is listed on the New York Stock Exchange. Oxford Resources
Corp. is a specialized automobile finance company engaged in consumer
automobile leasing and lending, servicing the leases and loans that it
originates and remarketing the automobiles upon the expiration of the leases.
Oxford currently conducts its automobile leasing business in 21 states thorough
approximately 1,200 automobile dealers and markets its indirect automobile
lending program in 19 states through approximately 1,000 dealers.
6
