Exhibit 99.1
NationsBank Corporation
NationsBank Corporate Center
Charlotte, NC 28255
NationsBank News Release
NationsBank and Barnett Banks, Inc. to Combine
FOR IMMEDIATE RELEASE
August 29, 1997--NationsBank Corporation (NYSE: NB) and Barnett
Banks, Inc. (NYSE: BBI), today announced a definitive agreement for
NationsBank to merge the two companies. The combined company will be
the largest banking franchise in Florida serving more than 3.9
million households. In addition, NationsBank will be the third
largest banking company in the United States with the second largest
market capitalization.
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Under terms of the agreement, NationsBank will pay a fixed exchange
ratio of 1.1875 shares of its stock for each outstanding share of
Barnett stock. Based on the NationsBank closing price on August 28,
1997, this exchange ratio represents a price of $75.18 for each
Barnett share, resulting in a purchase price of approximately $15.5
billion, following the issuance of 245 million shares. The
transaction is expected to close some time in the first quarter of
1998.
The transaction is expected to be accretive to NationsBank earnings
by 1999.
The stock-for-stock transaction will be accounted for on a
pooling-of-interest basis, enabling Barnett shareholders to exchange
their shares for NationsBank shares on a tax-free basis.
"This merger vaults us to a commanding position in the best growth
markets in the United States," said Hugh L. McColl, Jr., chief
executive officer of NationsBank. "It reinforces our position as the
banking industry's premier growth franchise and creates a powerful,
diversified financial services organization providing unmatched
convenience and value to millions of individuals and small
businesses."
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The Florida bank on a stand-alone basis will be the 10th largest
bank in the United States and will be headquartered in Jacksonville.
"This is the right merger at the right time for both our companies,"
said Charles E. Rice, chairman of Barnett Banks, Inc. "By combining
our market strengths and managerial talents we can take full
advantage of developments in technology, the ongoing consolidation
in our industry and the changing financial services landscape to
create superior shareholder value today and into the next century."
Rice will become chairman of NationsBank Corporation following the
retirement of current Chairman Andy Craig at the 1998 annual
meeting. McColl will remain chief executive officer of Nationsbank
Corporation. Also, Allen L. Lastinger Jr., who currently serves as
president and chief operating officer of Barnett Banks, Inc., will
be named chairman and chief operating officer of NationsBank Florida
and be the executive responsible for all banking activities in
Florida. Alex Sink, currently president of NationsBank Florida, will
remain president of NationsBank Florida, will remain president of
the newly combined companies and, along with Lastinger, will be
responsible for all activities relating to the transition.
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Following the merger, NationsBank will have assets of approximately
$290 billion, loans of $180 billion, deposits of $168 billion and
shareholder's equity of $24 billion.
NationsBank projects $915 million in annual cost savings from the
merger, fully realized by 1999. This represents a 55 percent
reduction in the expense base of Barnett after disposition. These
cost savings will come in the areas of delivery systems, vendor
leverage and business line and facility consolidation.
The merger will create an unmatched banking franchise in Florida. It
will provide customers with the largest number of banking centers
and Automated Teller Machines (ATMs) in the state. The two companies
are national leaders in several product lines, generating $7.5
billion in automobile loans and $3 billion in home equity loans in
1996.
NationsBank and Barnett also are among the largest lenders to small
businesses in the state, including SBA-guaranteed small business
loans. Small business customers will continue to have their needs
met by bankers who work in local markets.
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The companies also are leaders in community development and
investment initiatives and have excellent Community Reinvestment Act
track records. Following the merger, NationsBank also will continue
and expand Barnett's "Take Stock in Children" program, which
provides scholarships and mentoring to at-risk children.
Five current members of Barnett's board of directors, including
Rice, will be added to the NationsBank Corporation Board of
Directors.
The merger has been unanimously approved by the boards of both
companies. It is subject to the approval of Barnett and NationsBank
shareholders and the appropriate regulatory authorities. In
addition, this will not impact the acquisition of Montgomery
Securities by NationsBank.
NationsBank, headquartered in Charlotte, N.C., has primary retail
and commercial banking operations in 16 states and the District of
Columbia. As of June 30, 1997, NationsBank had total assets of $240
billion. With $44 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 comprehensive line of
banking and related financial services to consumers and businesses.
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Editor's Note: A conference call for media is scheduled for
4 p.m. (EDT). The number to call is (913)n 749-9448, ID#NB929.
Contacts for NationsBank:
Scott Scredon 404-607-5249
Fred Hannon 704-386-9535
Sheryl McAlister 704-386-3150
Dick Stilley 704-386-8135
Contact for Barnett:
Jerri Franz 904-791-5455