<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D. C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
HIBERNIA CORPORATION
(Exact name of registrant as specified in charter)
AMENDMENT NO 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its 1993 Annual Report on Form 10-K
as set forth in the pages attached hereto.
Exhibits
28.5 Additional Exhibit
Annual Report on Form 11-K for the Retirement
Security Plan of Hibernia Corporation and Affiliated
Companies
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Hibernia Corporation
(Registrant)
Date June 24, 1994 By/s/ Ron E. Samford, Jr.
Ron E. Samford, Jr.
Executive Vice-President, Controller
and Chief Accounting Officer
<PAGE>
Part IV
Item 14 - Exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1993
RETIREMENT SECURITY PLAN OF
HIBERNIA CORPORATION AND AFFILIATED COMPANIES
(Exact name of registrant as specified in its charter)
LOUISIANA 72-0724532
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
313 CARONDELET STREET, NEW ORLEANS, LOUISIANA 70130
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 504/533-5332
<PAGE>
INDEX
AUDITED FINANCIAL STATEMENTS
Page
Report of Independent Auditors 3
Statements of Net Assets Available for Benefits
December 31, 1993 and 1992 4
Statements of Changes in Net Assets Available
for Benefits - Years ended December 31,
1993 and 1992 5
Notes to Financial Statements 6-10
Supplemental Schedules:
Schedule I - Investments 11
Schedule II - Transactions or Series of
Transactions in Excess of 5% of the
Current Value of Plan Assets 12
<PAGE>
Ernst & Young
Report of Independent Auditors
The Retirement Security Plan Committee
Retirement Security Plan of Hibernia
Corporation and Affiliated Companies
We have audited the accompanying statements of net assets available for
benefits of the Retirement Security Plan of Hibernia Corporation and
Affiliated Companies as of December 31, 1993 and 1992, and the related
statements of changes in net assets available for benefits for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1993 and 1992, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of
investments (Schedule I) as of December 31, 1993, and transactions in excess
of 5% of the current value of plan assets (Schedule II) for the year ended
December 31, 1993 are presented for purposes of complying with the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974, and are not a required part
of the financial statements. The supplemental schedules have been subjected
to the auditing procedures applied in our audits of the financial statements,
and in our opinion, are fairly stated in all material respects in relation to
the financial statements taken as a whole.
/s/Ernst & Young
May 25, 1994
<PAGE>
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
RETIREMENT SECURITY PLAN OF HIBERNIA CORPORATION
AND AFFILIATED COMPANIES
<CAPTION>
December 31, 1993
Short-Term
Money
Market Fidelity
Stock Bond Equity Investment Investment
Fund Fund Fund Fund Fund Total
($ in thousands)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Class A Common Stock of Hibernia Corporation $6,576 $6,576
Hibernia National Bank
Tower Mutual Funds:
Bond Fund $2,684 2,684
Equity Fund $4,879 4,879
Cash equivalents 614 253 704 $7,162 $47 8,780
Certificates of deposit 633 633
Loans receivable from participants 393 668 1,569 2,630
Interest receivable 9 14 29 12 64
Contributions receivable from:
Participants -
Hibernia Corporation and Affiliated Companies 29 59 99 187
Cash 14 14
TOTAL ASSETS 7,190 3,368 6,324 8,873 692 26,447
LIABILITIES
Payables arising from securities transactions not yet settled 601 601
Payable to participants for withdrawals,
terminations, and refunds 189 92 140 305 726
NET ASSETS AVAILABLE FOR BENEFITS $6,400 $3,276 $6,184 $8,568 $692 $25,120
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (cont.)
RETIREMENT SECURITY PLAN OF HIBERNIA CORPORATION
AND AFFILIATED COMPANIES
<CAPTION>
December 31, 1992
Short-Term
Money
Market Fidelity
Stock Bond Equity Investment Investment
Fund Fund Fund Fund Fund Total
($ in thousands)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Class A Common Stock of Hibernia Corporation $5,117 $5,117
Hibernia National Bank
Tower Mutual Funds:
Bond Fund $2,396 2,396
Equity Fund $4,174 4,174
Cash equivalents 90 174 229 $7,580 $65 8,138
Certificates of deposit 605 605
Loans receivable from participants 343 652 1,389 2,384
Interest receivable 10 14 47 13 84
Contributions receivable from:
Participants 17 36 56 109
Hibernia Corporation and Affiliated Companies 27 51 114 192
Cash -
TOTAL ASSETS 5,207 2,967 5,156 9,186 683 23,199
LIABILITIES
Payables arising from securities transactions not yet settled -
Payable to participants for withdrawals,
terminations, and refunds 276 150 435 784 20 1,665
NET ASSETS AVAILABLE FOR BENEFITS $4,931 $2,817 $4,721 $8,402 $663 $21,534
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
RETIREMENT SECURITY PLAN OF HIBERNIA CORPORATION
AND AFFILIATED COMPANIES
<CAPTION>
Year Ended December 31, 1993
Short-Term
Money
Market Fidelity
Stock Bond Equity Investment Investment
Fund Fund Fund Fund Fund Total
($ in thousands)
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Dividends on Class A Common stock
of Hibernia Corporation $25 $25
Cash equivalents 1 $2 $4 $223 $1 231
Certificates of deposit 78 78
Tower Mutual Funds:
Bond Fund 178 178
Equity Fund 118 118
Loans receivable from participants 38 54 124 216
Contributions:
Participants 434 891 1,068 2,393
Hibernia Corporation and Affiliated Companies 112 217 385 714
Participants' transfers from other funds 669 121 383 228 (2) 1,399
695 885 1,667 2,028 77 5,352
DEDUCTIONS
Distributions to participants due to
withdrawals and terminations 614 294 614 938 43 2,503
Participants' transfers to other funds 164 175 131 924 5 1,399
(83) 416 922 166 29 1,450
Net unrealized appreciation (depreciation) in
fair value of investments 1,768 (18) 25 1,775
Net realized gain (loss) from disposition
of investments (216) 61 516 361
NET INCREASE (DECREASE) 1,469 459 1,463 166 29 3,586
Net assets available for benefits at beginning of year 4,931 2,817 4,721 8,402 663 21,534
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $6,400 $3,276 $6,184 $8,568 $692 $25,120
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (cont.)
RETIREMENT SECURITY PLAN OF HIBERNIA CORPORATION
AND AFFILIATED COMPANIES
<CAPTION>
Year Ended December 31, 1992
Short-Term
Money
Market Fidelity
Stock Bond Equity Investment Investment
Fund Fund Fund Fund Fund Total
($ in thousands)
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Dividends on Class A Common stock
of Hibernia Corporation
Cash equivalents $6 $2 $2 $319 $7 $336
Certificates of deposit 108 108
Tower Mutual Funds:
Bond Fund 30 30
Equity Fund 25 25
Loans receivable from participants 1 37 57 131 226
Contributions:
Participants 436 876 1,442 2,754
Hibernia Corporation and Affiliated Companies 113 214 473 800
Participants' transfers from other funds 1,116 209 432 346 3 2,106
1,123 827 1,606 2,711 118 6,385
DEDUCTIONS
Distributions to participants due to
withdrawals and terminations 1,097 1,036 2,031 3,867 152 8,183
Participants' transfers to other funds 793 201 468 623 21 2,106
1,890 1,237 2,499 4,490 173 10,289
(767) (410) (893) (1,779) (55) (3,904)
Net unrealized appreciation (depreciation) in
fair value of investments 3,737 (86) (1,093) 2,558
Net realized gain (loss) from disposition
of investments (832) 244 992 404
NET INCREASE (DECREASE) 2,138 (252) (994) (1,779) (55) (942)
Net assets available for benefits at beginning of year 2,793 3,069 5,715 10,181 718 22,476
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $4,931 $2,817 $4,721 $8,402 $663 $21,534
See notes to financial statements
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
RETIREMENT SECURITY PLAN OF HIBERNIA CORPORATION
AND AFFILIATED COMPANIES
December 31, 1993 and 1992
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: The financial statements of the Retirement Security
Plan of Hibernia Corporation and Affiliated Companies (the "Plan") have been
prepared on the accrual basis of accounting.
Investments: Certain funds are invested in Tower Mutual Funds (the
"Tower"), an open-ended management investment company. The Tower is managed
by a Board of Trustees, composed of Hibernia employees. Investment decisions
for the Tower are made by Hibernia National Bank, the Tower's investment
adviser, subject to direction by the Trustees. The Tower consists of five
funds. The Plan currently invests in three of these funds: the Tower Cash
Reserve Fund, the Tower Total Return Bond Fund (the "Bond Fund") and the
Tower Capital Appreciation Fund (the "Equity Fund"). The investment in these
funds is stated at the Plan's pro-rata interest in the market value of the
funds' net assets.
The investment in the Class A Common Stock of Hibernia Corporation is stated
at market value based upon the stock's year-end sales price as quoted by the
New York Stock Exchange.
Loans receivable from participants are stated at outstanding principal
balances.
The bases of Common Stock and Tower Mutual Fund units sold are computed using
the average historical cost method.
Costs and Expenses: Hibernia Corporation and its Affiliated Companies (the
"Company"), at its sole discretion, pays the administrative expenses of the
Plan, including legal, accounting and actuarial fees, and fees and expenses
of the Trustee. If such fees and expenses are not paid by the Company they
are paid out of Plan assets. For the years ended December 31, 1993 and 1992,
the Company paid all administrative expenses of the Plan.
NOTE B - DESCRIPTION OF THE PLAN
The Plan, which is administered and maintained jointly by the Plan
Administrator, Retirement Security Plan Committee (the "Committee"), and the
Trust Division of Hibernia National Bank (the "Trustee"), is a contributory,
defined contribution plan with employee thrift features conforming to the
requirements of section 401(k) of the Internal Revenue Code. The Plan's
assets are maintained and administered by the Trustee under a trust agreement
which places certain investment responsibilities with the Trustee.
The Plan became effective on January 1, 1985 as a conversion of the Employee
Pension Plan of Hibernia Corporation and Affiliated Companies and a merger
with the Hibernia Corporation Employee Thrift Plan. All participants of the
Hibernia Corporation Employee Thrift Plan became fully vested as of January
1, 1985 in both their contributions and the Company's contributions made on
their behalf.
During 1986, the assets of the Fidelity National Employee Savings Plan
totaling $1,379,769, were transferred into the Plan. These assets consisted
primarily of long-term certificates of deposits with varying interest rates
(11% to 12.5%) and maturity dates (1994 to 1997). These certificates are
currently held in a separate fund, the Fidelity Investment Fund, which is not
an investment option for plan participants. The only participants in this
fund are ex-Fidelity employees who participated in the former savings plan.
At December 31, 1993, there were 121 participants in this fund.
Effective January 1, 1992, employees are eligible to participate in the Plan
after completing one year of service. Participants can choose to contribute
from 1% to 5% (matched) and an additional 1% to 10% (unmatched) of their base
compensation to the Plan. The Company matched the participants'
contributions in 1993 and 1992 at varying percentages based on length of
service as follows:
Fewer than 6 years - 25%
6 - 10 years - 37.5%
More than 10 years - 50%
The participants are 100% vested in the Company's contributions.
A separate account is established for each participant. The participant's
account shares in the earnings (losses) of the various investment funds based
upon the participant's pro-rata interest in the respective funds. (See Note
C).
The Company, by action of its Board of Directors, may modify, amend or
terminate the Plan at any time. If the Plan is terminated, the interest of
each participant shall be distributed in cash or kind, or continue to be held
in trust.
During the year, a participant is allowed to withdraw from his account. The
number of withdrawals allowed in any year may be prescribed by the Plan
Administrator. Participant withdrawals are subject to certain restrictions.
Plan participants may, subject to certain conditions, borrow from their Plan
accounts with the approval of the Plan Administrator.
The minimum loan is $1,000, and the maximum is the lesser of $50,000 or an
amount based upon the balance in the participant's account and the
participant's compensation. A maximum of two loans may be outstanding for a
participant at any one time, however, the second loan cannot be funded within
12 months of the funding of the first loan.
The term of the loan may not exceed 5 years (10 years for loans used to
acquire, construct, reconstruct, or substantially rehabilitate a
participant's principal place of residence). Loans to participants carry an
interest rate based on market conditions. The interest rate charged on
participant loans approximated 8% at December 31, 1993 and 1992.
NOTE C - INVESTMENT FUNDS
The Plan has four investment funds participants may select upon enrollment.
Participants may change their election quarterly. Each participant directs
the Committee to invest contributions in multiples of 25% in the following
Funds:
(a) The Equity Fund - equity investments or other short-term
investments other than the Common Stock of Hibernia
Corporation.
(b) The Bond Fund - diversified fixed income securities and
obligations or other short-term investments.
(c) The Short-Term Money Market Investment Fund - any funds
consisting primarily of short-term income producing securities.
(d) Hibernia Stock Fund - investment in Common Stock of Hibernia
Corporation.
Participants were prohibited from investing in the Hibernia Stock Fund in
1992 and until December 31, 1993. Effective December 31, 1993 contributions
were permitted to this fund. The contributions of any participant who does
not make an investment election are invested in the Short-Term Money Market
Investment Fund.
The total active participants in the Plan and the number of active
participants in each fund at December 31, 1993 were as follows:
Total Plan Participants 1,675
Equity Fund 1,006
Bond Fund 871
Short-Term Money Market Investment Fund 1,405
Stock 1,381
The number of total participants is less than the sum of participants in each
fund because many participants were participating in more than one fund.
NOTE D - INCOME TAXES
The Plan is designed to be a qualified defined contribution plan under
section 401(k) of the Internal Revenue Code and has received a favorable
letter of determination qualifying it for tax exempt status. The Plan has
been amended since receiving the determination letter. However, the plan
administrator and the Plan's tax counsel believe that the plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, they believe that the plan was
qualified and tax-exempt as of the financial statement date.
Participants are not taxed on their contributions, the Company's contribution
to their account or earnings on the account until they actually receive a
distribution from the Plan.
The Plan is also designed to comply with all requirements of the Employee
Retirement Income Security Act of 1974.
NOTE E - INVESTMENTS
The net unrealized appreciation (depreciation) of investments included in net
assets available for benefits as of December 31,
1993 and 1992 is as follows:
<TABLE>
<CAPTION>
1993 1992
Stock Bond Equity Stock Bond Equity
Fund Fund Fund Fund Fund Fund
($ in thousands) ($ in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of year ($2,445) $631 $1,166 ($6,182) $717 $2,259
Change for year 1,768 (18) 25 3,737 (86) (1,093)
Balance at end of year ($677) $613 $1,191 ($2,445) $631 $1,166
</TABLE>
The net realized gain or loss on the sale or distribution of investments for
1993 and 1992 is as follows:
<TABLE>
<CAPTION>
1993 1992
Stock Bond Equity Stock Bond Equity
Fund Fund Fund Fund Fund Fund
($ in thousands) ($ in thousands)
<S> <C> <C> <C> <C> <C> <C>
Sales price or market price at
date of distribution $851 $1,218 $2,510 $1,569 $2,196 $4,693
Original Cost 1,067 1,157 1,994 2,401 1,952 3,701
Realized gain (loss) ($216) $61 $516 ($832) $244 $992
</TABLE>
NOTE F - RIGHTS OFFERING
On November 12, 1992 Hibernia Corporation commenced an offering to
shareholders of record on that date to purchase 19.8 million shares of common
stock at a subscription price of $4.00 per share. The Plan received a total
of 415,154 rights. In 1992, participants exercised 233,112 rights at the
subscription price and purchased an additional 44,611 rights through an
oversubscription privilege.
<PAGE>
<TABLE>
SCHEDULE I - INVESTMENTS
RETIREMENT SECURITY PLAN OF HIBERNIA CORPORATION
AND AFFILIATED COMPANIES
December 31, 1993
<CAPTION>
Balance Held at
Close of Period
Name of Issuer and (Number of Shares/
Title of Issue Principal Amount) Cost Market Value
<S> <C> <S> <C> <C>
Class A Common Stock of
Hibernia Corporation 848,537 shares $7,252,605 $6,576,160
Tower Mutual Funds:
Bond Fund 262,653 units 2,071,468 2,684,316
Equity Fund 354,043 units 3,688,312 4,878,716
Cash equivalents $8,780,222 8,780,222 8,780,222
Certificates of deposit $633,044 633,044 633,044
Loans receivable from participants $2,630,494 2,630,494 2,630,494
</TABLE>
<PAGE>
<TABLE>
RETIREMENT SECURITY PLAN OF HIBERNIA CORPORATION
AND AFFILIATED COMPANIES
Year Ended December 31, 1993
<CAPTION>
Current
Closing Value of
Price or Cost Asset on
Purchase Selling of Transaction
Price Price Asset Date
Description of Assets
<S> <C> <C> <C> <C>
Bond Fund
Tower Cash Reserve Fund* 1,185,656 1,185,656 1,185,656
Tower Cash Reserve Fund* 1,141,502 1,141,502 1,141,502
Equity Fund
Tower Cash Reserve Fund* 2,304,551 2,304,551 2,304,551
Tower Cash Reserve Fund* 1,890,349 1,890,349 1,890,349
Money Market Fund
Tower Cash Reserve Fund* 3,041,768 3,041,768 3,041,768
Tower Cash Reserve Fund* 3,577,092 3,577,092 3,577,092
* Indicates party-in-interest to the plan.
</TABLE>
