December 7, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N. W.
Washington, D. C. 20549
Re: Hibernia Corporation
Current Report on Form 8-K
Commission File No. 1-10294
Dear Sirs:
Pursuant to rules and regulations adopted under the Securities
Exchange Act of 1934, as amended (the "Act"), transmitted hereby
for filing, on behalf of Hibernia Corporation (the "Company"), is
a Current Report on Form 8-K.
Pursuant to Section 13(a) of the Act, by copy hereof we are
filing with the New York Stock Exchange, the national securities
exchange on which the Common Stock of the Company is listed and
traded, two complete copies, including exhibits. Pursuant to
General Instruction E to Form 8-K, such complete copy being filed
with the Exchange has been manually signed on behalf of the
Company.
Please call the undersigned at (504) 533-2486 if you have any
questions concerning this filing.
Very truly yours,
/s/ PATRICIA C. MERINGER
Patricia C. Meringer
Secretary and Associate Counsel
PCM/gbp
Enclosures
cc: Joseph Lomnicky
Ron E. Samford, Jr.
Stephen D. M. Schuetz
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) December 7, 1994
December 1, 1994
Hibernia Corporation
(Exact name of issuer as specified in its charter)
Louisiana 1-10294 72-0724532
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
organization)
313 Carondelet Street, New Orleans, Louisiana 70130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (504) 533-5332
Item 5. Other Events.
On December 1, 1994, the Registrant announced that it had
agreed to merge with Progressive Bancorporation, Inc.,
headquartered in Houma, Louisiana, subject to the satisfaction of
certain conditions, including receipt of required regulatory
approvals.
EXHIBIT INDEX
Exhibit Page
Number Description Number
28.21 News Release issued by the Registrant
on December 1, 1994 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
HIBERNIA CORPORATION
(Registrant)
Date: December 7, 1994 By: /s/ RONALD E. SAMFORD, JR.
Ronald E. Samford, Jr.
Chief Accounting Officer
EXHIBIT 28.21
NEWS RELEASE
HIBERNIA CORPORATION
For Additional Information: For Release:
IMMEDIATE
December 1, 1994
MEDIA INQUIRIES:
Jim Lestelle, Manager
Corporate Communications
Office: (504) 533-5482
Home: (504) 488-8826
INVESTOR INQUIRIES:
Linda Meche, Manager
Finance & Investor Relations
Office: (504) 533-2180
Home: (504) 832-3604
HIBERNIA TO ENTER NEW MARKET WITH PROGRESSIVE BANCORPORATION MERGER
NEW ORLEANS -- Hibernia announced today it has signed a
definitive agreement to merge with Progressive Bancorporation,
Inc., a transaction that would provide entry into the important
Houma market for the first time.
The company operates Progressive Bank and Trust, with $140
million in assets and five offices; three in Houma and one in
Chauvin in Terrebonne Parish and a supermarket office in Thibodaux
in Lafourche Parish. With a 13% deposit market share, it is the
third-largest bank in Terrebonne Parish.
This coastal market in southeast Louisiana boasts strong
seafood, maritime, petroleum-support and sugar cane industries and
in recent years has witnessed significant growth in health-care
services, new-home construction and retail sales. Hibernia's
emphasis on serving small businesses with automated cash-management
services like TABBS -- combined with trust and brokerage services,
mutual funds and annuities, mortgage banking, longer office hours
and virtually 24-hour telebanking -- will significantly enhance
banking for Progressive customers.
Progressive shareholders would receive approximately four
shares of Hibernia stock for each Progressive share in a tax-free
pooling of interests. Hibernia would also redeem Progressive's
preferred stock and pay off the company's outstanding debt. Based
on a Nov. 30 closing price of Hibernia common stock of $7.875, the
transaction has a total value of approximately $26 million. The
merger is subject to approvals by regulators and Progressive
shareholders and should be completed in the first half of 1995.
"The Houma region has enjoyed a tradition of service from
Progressive Bank and Trust that Hibernia intends to build on," said
Stephen A. Hansel, Hibernia president and CEO. "We also will
continue the hometown responsiveness, management and community-
minded spirit that have made Progressive customers some of the most
loyal in the area."
"Progressive is 100% committed to a partnership with
Hibernia," said John H. Laing, chairman, president and CEO of
Progressive. "We've wanted to add more services for a long time so
our customers could experience the kind of one-stop banking they've
requested. Now we'll be able to do that."
Progressive customers should continue using their checks,
making loan payments and conducting other transactions just as
before. Only after the bank is converted to Hibernia's operating
systems would checks, signs and forms change.
Hibernia National Bank is Louisiana's largest statewide bank.
When the Progressive Bancorporation merger and four other pending
mergers are complete, it will have approximately $6.5 billion in
assets and 160 banking locations serving 22 parishes and 55 cities.
