PRESS RELEASE
Barnett Agrees To Acquire Oxford Resources; Announces Additional Stock Buyback Program
15 January 1997
Barnett Agrees To Acquire Oxford Resources;
Announces Additional Stock Buyback Program
JACKSONVILLE, Fla., Jan. 14 -- 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 on
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.
NOTE: SEC Cautionary Safe Harbor Language:
The press release contains certain forward looking statements with respect
to the financial condition, 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) 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.
CONTACT: Media, David Palombi, 904-791-5013 or home, 904-363-3101, or Analysts, Greg Delaney, 904-791-7627 or home, 904-287-2283, both of Barnett Banks, Inc.