The Barnett-First Florida merger pact provides fresh evidence that potential buyers will have to pay top dollar to find partners in states with few remaining independent banks.

"Barnett's move and the price being paid show the sense of urgency being felt by big acquirers to build a presence in some of these areas while the opportunities last," said Francis X. Suozzo of S.G. Warburg & Co., New York. (See related article on page 2.)

Under a proposed merger announced Monday, Barnett Banks Inc., Jacksonville, Fla., would buy First Florida Banks Inc., Tampa in an exchange of stock worth about $808 million at Barnett's share price Tuesday.

The price represents about 2.4 times First Florida's book value, a very high premium by current industry standards. Barnett out bid rivals First Union Corp. and Sun Trust Banks Inc. to win First Florida.

Analysis said the deal should grease the works for more deals at high prices but also take at toll in dilution in earnings per share of the buyers' stock.

"For Barnett, we are looking at 10% dilution to book value and 12% dilution to 1992 earnigs," said Mr. Suozzo, who has worried for several months that acquisition prices are nearing, and in some case reaching, uneconomic levels.

Barnett has said the acquisition would not be dilutive and would add 7 cents a share to 1993 earnings.

After being battered on Monday, Barnett's shares slipped a bit further Tuesday afternoon, down 62.5 cents to $35.375. First Florida shares surrendered some of their big rise on the deal's announcement and were down 12.5 cents to $44.75.

After nearly seven years of consolidation, some states in the Southeast have only a few large independent banks left that may either bolster the franchises of the superregional institutions in the area or potentially be the entry vehicles for outside banks.

Tennessee, for instance, has only two large banks remaining, and both have enjoyed strong stock price gains. First American Corp., Nashville, is ahead 31.9% this year, and First Tenessee National Corp., Memphis, is up 23.7%.

Georgia's remaining big independent banks have also done well. Bank South Corp., Atlanta, has gained 86.8%, and Synovus Financial Corp., Columbus, is up 15.3%.

Major banks in the region are aware that the Southeast banking compact, which has isolated the region from outside competition, will likely be in place only few years more and are thus bulking up in advance of entry by banks from elsewhere in the nation.

Investors also seem aware. "The market knocked Barnett's brains out last year for letting First Union Corp. by Southeast Banking," said John J. Mason of Interstate/Johnson Lane in Atlanta.

"One of Barnett's reasons for doing the First Florida deal was to put some distance between itself and the competition," he said.

Barnett Could Be Target

Mr. Mason says there is "at least a 50-50 chance the Southeast compact may be gone in two years." That might make Barnett itself a tempting takeover target "sooner than you think," he said.

The Southeast is not the only region where there are only a few independent banks left.

In the Southwest, Cullen/Frost Bankers Inc., San Antonio, is the last of the healthy independents. In the West, Colorado National Bankshares, Denver, is the only major independent left.

Already this year, big independents have drawn big priced and been acquired. KeyCorp, Albany, N.Y., acquired Puget Sound Bancorp, Tacoma, Wash., and Banc One Corp. bought Valley National Corp., Phoenix.

Big Premiums

In both cases, acquisitions prices were hefty at two times book value.

In Indiana, NBD Bancorp struck a deal to acquire INB Financial Corp., Indianapolis, for 1.9 times book value and 18.2 times earnings, leaving only much smaller independent banks remaining.

Earlier, Boatmen's Bancshares agreed to acquire Sun-West Financial Services, Albuquerque, for 1.5 times book and 26 times earnings, leaving only one major independent left in that state, United New Mexico Financial Corp.

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