As Filed with the Securities and Exchange Commission on February 11,
1994
REGISTRATION NO. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________
HIBERNIA CORPORATION
(Exact Name of Registrant as Specified in its charter)
Louisiana 6711 72-0724532
(State or (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification
Incorporation or Classification Number)
Organization)
(Primary Standard
313 Carondelet Street
New Orleans, Louisiana 70130
(504) 586-5332
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
_____________________________
Gary L. Ryan
Associate Counsel
Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130
(504) 586-5560
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code of Agent for Service)
COPIES TO:
Patricia C. Meringer
Secretary and Associate Counsel
Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130
(504) 586-2486
Martin D. Werner, Esq.
Werner & Blank Co., LPA
7205 W. Central Avenue
Toledo, Ohio 43617
(419) 841-8051
____________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO
THE PUBLIC:
As soon as practicable after this registration statement is
declared effective.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the following
box. ______
/_____/
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Title of each Amount to be Proposed Proposed Amount of
class of Registered Maximum Maximum Registration
securities to Offering Aggregate Fee
be registered Price per Offering
Share Price
_________________________________________________________________
Class A
Common Stock,
no par value 4,800,000 $7.50 $36,000,000 $12,413
shares
_________________________________________________________________
1. Estimated solely for purposes of calculating the filing fee
due hereunder, based on an aggregate value of the stock to be
issued in the Merger of $36,000,000 and the average of the
high and low sales prices of a share of the Registrant's Class
A Common Stock, no par value per share, on February 7, 1994
pursuant to Rule 457 of the Securities Act of 1933 (the
"Securities Act").
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
<PAGE>
HIBERNIA CORPORATION
Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K
Item of Form S-4 Location or Caption in
Proxy Statement
(Prospectus)
1. Forepart of Registration Statement Introduction
and Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Table of Contents;
Cover Pages of Prospectus Available Information
3. Risk Factors, Ratio of Earnings Introduction; the
To Fixed Charges and Other Companies; Summary;
Information Certain Regulatory
Considerations
4. Terms of the Transaction Introduction; Summary;
Proposed Merger
5. Pro Forma Financial Pro Forma Financial
Information Information
6. Material Contacts with the Proposed Merger
Company Being Acquired
7. Additional Information Required Not Applicable
for Reoffering by Persons and
Parties Deemed to be Underwriters
8. Interests of Named Experts and Validity of Shares;
Counsel Experts; Relationship
with Independent
Auditors
9. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities
10. Information with Respect to Introduction; Available
S-3 Registrants Information; The
Companies
11. Incorporation of Certain Available Information
Information by Reference
12. Information with Respect to Not Applicable
S-2 or S-3 Registrants
13. Incorporation of Certain Not Applicable
Information by Reference
14. Information with Respect to Not Applicable
Registrants other than
S-2 or S-3 Registrants
15. Information with Respect to Not Applicable
S-3 Companies
16. Information with Respect to Not Applicable
S-2 or S-3 Companies
17. Information with Respect to Summary; The Companies;
Companies Other Than S-2 or Certain Information
S-3 Companies Concerning First Bancorp
18. Information if Proxies, Introduction; Summary;
Consents or Authorizations Meeting Information;
are to be Solicited Proposed Merger; Certain
Information Concerning
First Bancorp;
Relationship with
Independent Auditors
19. Information if Proxies, Not Applicable
Consent, Authorizations are not
to be Solicited or in an Exchange
Offer
<PAGE>
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
FIRST BANCORP OF LOUISIANA, INC.
March 31, 1994
NOTICE IS HEREBY GIVEN that, pursuant to the call of the
directors of First Bancorp of Louisiana, Inc. ("First Bancorp"),
a Special Meeting of the shareholders of First Bancorp will be
held at the main office of First National Bank of West Monroe,
500 Natchitoches Street, West Monroe, Louisiana 71294-0487, on
March 31, 1994, at 10:00 a.m., for the purpose of considering and
voting upon the following matters:
1. A proposal to approve a Merger of First Bancorp with
and into Hibernia Corporation ("Hibernia") (the
"Merger"), and the related Agreement and Plan of Merger
between First Bancorp and Hibernia dated as of November
4, 1993 (the "Agreement"), a copy of which is attached
as Appendix A to the accompanying Proxy Statement-
Prospectus and incorporated herein by this reference,
and which Agreement also provides for the merger of
First National Bank of West Monroe ("FNB Monroe") and
Southern National Bank of Tallulah ("SNB")(collectively,
the "Banks") with and into Hibernia National Bank ("HNB")
(the "Bank Merger").
2. The transaction of such other business as may properly
come before the meeting and any adjournments or
postponements thereof.
The Board of Directors has fixed the close of business on
February 24, 1994 as the record date for determining the
shareholders entitled to receive notice of, and to vote at, the
Special Meeting.
Each share of common stock, par value $5.00 per share, of
First Bancorp (the "First Bancorp Common Stock") will entitle the
holder thereof to one vote on all matters that come before the
Special Meeting. Approval of the Merger will require the
affirmative vote of a majority of the voting power of First
Bancorp present or represented by proxy at the Special Meeting.
Dissenting shareholders who comply with the procedural
requirements of the Business Corporation Law of Louisiana will be
entitled to receive payment of the fair cash value of their
shares if the Merger is effected upon approval by less than
eighty percent (80%) of First Bancorp's total voting power.
By Order of the Board of Directors,
Patrick L. Spencer
Secretary
SHAREHOLDERS ARE URGED TO DATE, SIGN AND RETURN THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER YOU PLAN TO
ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU
MAY THEN REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT-PROSPECTUS.
<PAGE>
FIRST BANCORP OF LOUISIANA, INC.
PROXY
This Proxy is Solicited on Behalf of
The Board of Directors of First Bancorp of Louisiana, Inc.
The undersigned shareholder of First Bancorp of Louisiana,
Inc., a Louisiana corporation, hereby appoints R. L. Davis, Jr.
and Ike Hamilton, and each of them, proxies with power of
substitution to vote and act for the undersigned, as designated
below, with respect to the number of shares of the Common Stock
of First Bancorp of Louisiana, Inc. ("First Bancorp") the
undersigned would be entitled to vote if personally present at
the Special Meeting of Shareholders of First Bancorp, which will
be held at the office of First National Bank of West Monroe, 500
Natchitoches Street, Monroe, Louisiana 71294-0487 on March 31,
1994, at 10:00 a.m. (the "Special Meeting"), and at any
adjournments or postponements thereof, and, at their discretion,
the proxies are authorized to vote upon such other business as
may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS SPECIFIED
WHEN THE DULY EXECUTED PROXY IS RETURNED, SUCH SHARES WILL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF
DIRECTORS OF FIRST BANCORP.
The Board of Directors of First Bancorp recommends that you
vote FOR approval of the Merger of First Bancorp with and into
Hibernia Corporation.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
<PAGE>
PLEASE MARK YOUR CHOICE LIKE
THIS ___ IN BLUE OR BLACK INK/
/___/
_____________________ ____________________
Account Number Common Stock
Item 1 Approval of Merger of First Bancorp with and into
Hibernia Corporation
For Against Abstain
___ ___ ___
/___/ /___/ /___/
The undersigned hereby acknowledges receipt of a copy of the
accompanying Notice of Special Meeting of Shareholders and Proxy
Statement and hereby revokes any proxy or proxies heretofore
given.
Date_______________________________
Signature__________________________
Please mark, date and sign as your account name appears and
return in the enclosed envelope. If acting as executor,
administrator, trustee, guardian, or in a similar capacity, you
should so indicate when signing. If the person signing is a
corporation, partnership or other entity, please sign the full
name of the corporation or partnership or other entity by a duly
authorized officer, partner or other person. If the shares are
held jointly, each shareholder named should sign.
<PAGE>
PROXY STATEMENT
FIRST BANCORP OF LOUISIANA, INC.
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on March 31, 1994
PROSPECTUS
HIBERNIA CORPORATION
CLASS A COMMON STOCK
(NO PAR VALUE)
This Proxy Statement-Prospectus is being furnished to the
holders of common stock, par value $5.00 per share (the "First
Bancorp Common Stock"), of First Bancorp of Louisiana, Inc. ("First
Bancorp") in connection with the solicitation of proxies by the
Board of Directors of First Bancorp for use at a special meeting of
shareholders (the "Special Meeting") to be held at 10:00 a.m.,
local time, on March 31, 1994, at the office of First National Bank
of West Monroe, 500 Natchitoches Street, West Monroe, Louisiana
71294-0487, and at any adjournments or postponements thereof.
At the Special Meeting, the holders of record of First
Bancorp Common Stock as of the close of business on February 24,
1994 (the "Record Date") will consider and vote upon a proposal to
approve the merger of First Bancorp with and into Hibernia (the
"Merger"), and the related Agreement and Plan of Merger dated
November 4, 1993 (the "Agreement") between First Bancorp and
Hibernia pursuant to which, immediately following the merger of
First Bancorp into Hibernia, First National Bank of West Monroe
("FNB") and Southern National Bank of Tallulah ("SNB")
(collectively, the "Banks") will also merge with and into Hibernia
National Bank ("HNB") (the "Bank Merger"). Upon consummation of
the Merger, each outstanding share of First Bancorp Common Stock,
except for shares owned beneficially by Hibernia and its
subsidiaries and shares as to which dissenters rights have been
perfected and not withdrawn or otherwise forfeited, will be
converted into the number of shares of Hibernia's Class A Common
Stock, no par value (the "Hibernia Common Stock"), determined in
the manner described below under the heading "PROPOSED MERGER --
Terms of the Merger," with cash being paid in lieu of any
fractional share interests. For a description of the Agreement,
which is included in its entirety as Appendix A to this Proxy
Statement-Prospectus, see "PROPOSED MERGER."
This Proxy Statement-Prospectus also constitutes a
prospectus of Hibernia with respect to the shares of Hibernia
Common Stock to be issued pursuant to the Agreement if the Merger
is consummated. The actual number of shares of Hibernia Common
Stock to be issued will be determined in accordance with the terms
of the Agreement. See "PROPOSED MERGER -- Terms of the Merger."
The outstanding shares of Hibernia Common Stock are
listed on the New York Stock Exchange, Inc. (the "NYSE"). The
reported last sale price of Hibernia Common Stock on the NYSE
Composite Transactions Reporting System on _____________, 1994 was
$______ per share.
This Proxy Statement-Prospectus and the accompanying
proxy card are first being mailed to shareholders of First Bancorp
on or about February 28, 1994.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROXY STATEMENT-PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF HIBERNIA COMMON STOCK OFFERED HEREBY ARE
NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR
SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
The date of this Proxy Statement-Prospectus is February __, 1994.
<PAGE>
TABLE OF CONTENTS
Page
INTRODUCTION . . . . . . . . . . . . . . . . . . . . .
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . .
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . .
THE PARTIES TO THE MERGER. . . . . . . . . . . . . . .
SUMMARY. . . . . . . . . . . . . . . . . . . . . . . .
MEETING INFORMATION. . . . . . . . . . . . . . . . . .
Date, Place and Time . . . . . . . . . . . . . .
Record Date; Voting Rights . . . . . . . . . . .
Voting and Revocation of Proxies. . . . . . . . .
Solicitation of Proxies . . . . . . . . . . . . .
PRO FORMA FINANCIAL INFORMATION. . . . . . . . . . . .
PROPOSED MERGER. . . . . . . . . . . . . . . . . . . .
Background of and Reasons for Merger. . . . . . .
Terms of the Merger . . . . . . . . . . . . . . .
Opinion of Financial Advisor . . . . . . . . . .
Surrender of Certificates . . . . . . . . . . . .
Representations and Warranties:
Conditions to the Merger; Waiver. . . . . . . .
Regulatory and Other Approvals. . . . . . . . . .
Business Pending the Merger . . . . . . . . . . .
Effective Date of the Merger; Termination . . . .
Management and Operations After the Merger. . . .
Certain Differences in Rights of Shareholders . .
Certain Federal Income Tax Consequences . . . . .
Resale of Hibernia Common Stock . . . . . . . . .
Rights of Dissenting Shareholders . . . . . . . .
Dividend Reinvestment Plan. . . . . . . . . . . .
Accounting Treatment. . . . . . . . . . . . . . .
CERTAIN REGULATORY CONSIDERATIONS . . . . . . .. . . .
CERTAIN INFORMATION RELATING TO FIRST BANCORP. . . . .
Description of Business . . . . . . . . . . . . .
Ownership of First Bancorp Common Stock
and Dividends . . . . . . . . . . . . . . . . .
RELATIONSHIP WITH INDEPENDENT AUDITORS . . . . . . . .
VALIDITY OF SHARES . . . . . . . . . . . . . . . . . .
EXPERTS . . . . . . . . . . . . . . . . . . . . . . .
FIRST BANCORP CONSOLIDATED FINANCIAL INFORMATION . . .
APPENDIX A -- AGREEMENT AND PLAN OF MERGER
APPENDIX B -- OPINION OF AUSTIN ASSOCIATES, INC.
APPENDIX C -- SELECTED PROVISIONS OF LOUISIANA LAW RELATING
TO RIGHTS OF DISSENTING SHAREHOLDERS
APPENDIX D -- OPINION OF ERNST & YOUNG REGARDING CERTAIN TAX
MATTERS
<PAGE>
INTRODUCTION
This Registration Statement relates to shares of Class A
Common Stock, no par value of Hibernia Corporation, a Louisiana
corporation , which will be issued in connection with the Merger
of First Bancorp of Louisiana, Inc., a Louisiana corporation, with
and into Hibernia. The shares of Hibernia Common Stock offered
hereby will be exchanged, upon consummation of the Merger, for the
outstanding shares of common stock, $5.00 par value, of First
Bancorp (the "First Bancorp Common Stock").
Shareholders of First Bancorp will be asked to approve the
Merger at a Special Meeting to be held on March 31, 1994. The
proxy statement relating to such Special Meeting is included in
this Proxy Statement-Prospectus.
The terms of the Merger are described in this Proxy Statement-
Prospectus, and a copy of the Agreement and Plan of Merger between
Hibernia and First Bancorp is attached hereto as Appendix A for
reference.
AVAILABLE INFORMATION
Hibernia Corporation is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the
public reference facilities of the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices located at 75 Park Place, 14th Floor, New York,
New York 10007 and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, reports, proxy statements and other
information concerning Hibernia may be inspected at the offices of
the New York Stock Exchange, Inc. (the "NYSE"), 20 Broad Street,
New York, New York 10005, on which the shares of Common Stock are
listed.
Hibernia has filed with the Commission a registration
statement on Form S-4 (together with all amendments and exhibits
thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act") with respect to the Common
Stock offered hereby. This Proxy Statement-Prospectus does not
contain all of the information set forth in the Registration
Statement. For further information with respect to Hibernia and
the Hibernia Common Stock offered hereby, reference is hereby made
to the Registration Statement. Statements contained in this
Prospectus concerning the provisions of certain documents are not
necessarily complete and, in each instance, reference is made to
the copy of the document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by
such reference. Copies of all or any part of the Registration
Statement, including exhibits thereto, may be obtained, upon
payment of the prescribed fees, at the offices of the Commission
and the NYSE, as set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated by reference in this Prospectus are the following
documents filed by Hibernia Corporation with the Commission
pursuant to the Exchange Act: Hibernia's (1) Annual Report on Form
10-K for the year ended December 31, 1992, (2) Quarterly Report on
Form 10-Q for the quarter ended March 31, 1993, Quarterly Report
on Form 10-Q for the quarter ended June 30, 1993 and Quarterly
Report for the quarter ended September 30, 1993, (3) definitive
Proxy Statement dated March 23, 1993 relating to its 1993 Annual
Meeting of Shareholders held on April 27, 1993 except for the
information contained therein under the headings "Executive
Compensation -- Report of the Executive Compensation Committee" and
"-- Stock Performance Graph"; and (4) Current Reports on Form 8-K
dated June 22, 1993, September 13, 1993, December 9, 1993, December
10, 1993 December 17, 1993 and January 12, 1994.
All documents subsequently filed by Hibernia with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the
termination of the offering of Common Stock made hereby shall be
deemed to be incorporated by reference in this Prospectus and to be
a part hereof from the date such documents are filed, except that
any and all information included in any proxy statement filed by
Hibernia under the headings "Executive Compensation -- Report of
the Executive Compensation Committee" and "-- Stock Performance
Graph" are hereby expressly excluded from such incorporation by
reference. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Hibernia will provide, without charge, to each person to whom
this Prospectus is delivered, on the written or oral request of any
such person, a copy of any or all of the information incorporated
herein by reference other than exhibits to such information (unless
such exhibits are specifically incorporated by reference into such
information). Written or oral requests should be directed to
Hibernia Corporation, 313 Carondelet Street, New Orleans, Louisiana
70130, Attention: Assistant Corporate Secretary, Telephone (504)
587-3411.
THE PARTIES TO THE MERGER
Hibernia. Hibernia is a Louisiana corporation registered
under the Bank Holding Company Act of 1956, as amended ("BHCA").
As of September 30, 1993, Hibernia had total consolidated assets of
approximately $4.6 billion and shareholders' equity of
approximately $404 million. As of September 30, 1993, Hibernia was
ranked, on the basis of total assets, as the 90th largest bank
holding company in the United States and the second largest
headquartered in Louisiana.
As of September 30, 1993 Hibernia had a single banking
subsidiary, Hibernia National Bank ("HNB"), that provides retail
and commercial banking services through 102 branches throughout
Louisiana. As of September 30, 1993, HNB was the largest bank
headquartered in Louisiana.
The principal executive offices of Hibernia are located at 313
Carondelet Street, New Orleans, Louisiana 70130, and its telephone
number is (504) 587-5532. For additional information concerning
the business and financial condition of Hibernia, reference should
be made to the Hibernia reports incorporated herein by reference.
See "AVAILABLE INFORMATION."
Selected Financial Data. The closing market price per share
of Hibernia Common Stock on November 3, 1993, the day prior to the
announcement of the proposed Merger was $7.375.
The following table sets forth certain historical consolidated
financial information for Hibernia. The information contained in
the following table is based on historical consolidated financial
statements and related notes thereto of Hibernia incorporated
herein by reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE" and "AVAILABLE INFORMATION." Pro forma financial
information giving effect to the Merger and other probable merger
transactions is included elsewhere in this Proxy Statement-
Prospectus under the heading "PRO FORMA FINANCIAL INFORMATION."
<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
SELECTED FINANCIAL INFORMATION
Nine Months Ended
Year Ended December 31 September 30
____________________________________________________________________________________________________________________________________
Unaudited ($in thousands,
except per share amounts) 1992 1991 1990 1989 1988 1993 1992
_________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
Net interest income $ 197,278 $ 234,599 $ 261,318 $ 214,530 $ 189,160 $ 147,356 $ 153,024
Net income (loss) from
continuing operations (7,915) (143,997) (10,995) 61,644 53,010 34,011 (10,966)
Per share:
Net income (loss) from
continuing operations (0.27) (5.12) (0.40) 2.30 2.08 0.41 (0.39)
Cash dividends - .15 .90 .91 .85 0.03 -
Book value 4.48 7.05 13.16 14.45 16.15 4.83 4.94
SELECTED PERIOD-END BALANCES
Debt 8,269 94,534 104,367 55,406 38,133 - 47,765
Total Assets 4,734,038 6,018,429 7,357,850 6,698,851 5,834,258 4,581,004 4,609,037
</TABLE>
<PAGE>
First Bancorp. First Bancorp is a Louisiana corporation registered under
the BHCA. As of September 30, 1993, First Bancorp had total consolidated
assets of $ 225 million and shareholders' equity of $12.8 million. First
Bancorp's banking subsidiaries are First National Bank of West Monroe, a
national banking association having six (6) offices in Ouachita Parish in
Louisiana, and Southern National Bank of Tallulah, a national banking
association having one (1) office in Tallulah, Louisiana. The Banks engage
in retail and commercial banking services, including taking deposits
and extending secured and unsecured credit.
The principal offices of First Bancorp are located at 500
Natchitoches Street, West Monroe, Louisiana 71294-0487 and its
telephone number is (318) 387-8330. For additional information
concerning the business of First Bancorp and its financial
condition, see "CERTAIN INFORMATION CONCERNING FIRST BANCORP" and
"FIRST BANCORP CONSOLIDATED FINANCIAL INFORMATION."
___________________
From time to time, Hibernia investigates and holds discussions
and negotiations in connection with possible transactions with
other financial institutions. At the date hereof, Hibernia has not
entered into any agreements or understandings with respect to any
significant transactions of the type described except those
described in documents incorporated herein by reference or
described under "PRO FORMA FINANCIAL INFORMATION" below. See
"AVAILABLE INFORMATION." Although it is anticipated that such
transactions may be entered into both before and after the Merger,
there can be no assurance as to when or if, or the terms upon
which, such transactions may be pursued or consummated. If
required under applicable law, any such transactions would be
subject to regulatory approval and the approval of shareholders.
SUMMARY
This summary is necessarily general and abbreviated and has
been prepared to assist shareholders of First Bancorp in their
review of this Proxy Statement-Prospectus. This summary is not
intended to be a complete explanation of the matters covered in
this Proxy Statement-Prospectus and is qualified in its entirety by
reference to the more detailed information contained elsewhere in
this Proxy Statement-Prospectus, the Appendices hereto and the
documents incorporated herein by reference, all of which
shareholders are urged to read carefully prior to the Special
Meeting.
The Proposed Merger
In accordance with the terms of the Agreement, First Bancorp
will be merged with and into Hibernia, whereupon the separate
existence of First Bancorp will cease. Immediately thereafter, the
Banks will be merged into HNB, with HNB as the surviving bank. On
the Effective Date, each outstanding share of First Bancorp Common
Stock, other than shares held by shareholders who exercise and
perfect dissenters' rights in accordance with Louisiana law, will
be converted into a number of shares determined by the application
of a formula based upon the average market price of Hibernia Common
Stock for the ten business days preceding the last trading day
immediately prior to the closing of the Merger (the "Closing
Date"). The aggregate value of Hibernia Common Stock to be
exchanged for the outstanding First Bancorp Common Stock will be
$36 million, which may be increased if certain contingencies occur.
In particular, if the Closing does not occur on or before March 31,
1994, and the book value of First Bancorp is greater than or equal
to $15 million in each full month following that date, the
aggregate value of the Hibernia Common Stock to be exchanged in the
Merger will be increased by the lesser of (i) the aggregate net
after-tax income of First Bancorp for each full month ended after
March 31, 1994 and prior to the Closing Date, or (ii) $250,000.
Also, in the event Hibernia either sells all or substantially all
of its assets or merges with another entity in a merger in which
Hibernia is not the surviving entity prior to the Closing Date,
then First Bancorp shareholders are assured of receiving 15.15 shares
of Hibernia Common Stock for each share of First Bancorp Common
Stock. See "PROPOSED MERGER -- Terms of the Merger."
Each of the directors of SNB holds 200 shares of common stock
in SNB as directors' qualifying shares. Pursuant to the terms of
the agreements between each of these directors and SNB dated August
1993, SNB will repurchase such shares when the directors resign
their positions. The directors of SNB are expected to resign
their positions on or before the Closing Date. The amount to be
paid to each director is $1,000 (the amount originally paid by the
director for the shares) plus interest at a rate of 8% per annum.
For this purpose, interest will be calculated from the date the
director purchased the shares through the date of his resignation
from the SNB board of directors.
Management and Operations After the Merger
After the Effective Date, the offices of the Banks will
operate as branch banking offices of HNB. As of the Effective
Date, the directors of First Bancorp Bancshares and the Banks will
resign their positions as directors. See "PROPOSED MERGER --
Management and Operations After the Merger." Certain officers of
First Bancorp and its subsidiaries have executed employment
agreements with Hibernia, and Hibernia may create an advisory board
of directors on which some or all of the directors of First Bancorp
and its subsidiaries may serve - See "PROPOSED MERGER -- Interests
of Certain Persons in the Merger."
Recommendation of the Board of Directors
The Board of Directors of First Bancorp has unanimously
approved the Agreement, believes that the Merger is in the best
interests of the shareholders and recommends that the shareholders
vote FOR the Merger. The Board of Directors has received from
Austin Associates, Inc. an opinion that the terms of the Merger are
fair, from a financial point of view, to the shareholders of First
Bancorp. See "PROPOSED MERGER -- Opinion of Financial Advisor."
First Bancorp's Board believes that the Merger will provide
significant value to all First Bancorp shareholders and will enable
them to participate in opportunities for growth that First
Bancorp's Board believes the Merger makes possible. In
recommending the Merger to the shareholders, First Bancorp's Board
of Directors considered, among other factors, the financial terms
of the Merger, the liquidity it will afford First Bancorp's
shareholders and the business earnings and potential for future
growth of First Bancorp, and Hibernia. See "PROPOSED MERGER --
Background of and Reasons for the Merger."
Basis for the Terms of the Merger
A number of factors were considered by the Board of Directors
of First Bancorp in approving the terms of the Merger, including,
without limitation, information concerning the financial condition,
results of operations and prospects of Hibernia, First Bancorp, HNB
and the Banks; the ability of the combined entity to compete in the
relevant banking markets; the market price of Hibernia Common
Stock; the absence of an active trading market for First Bancorp's
common stock; the consideration to be received by First Bancorp
shareholders in relation to First Bancorp's earnings and book
value; the anticipated tax-free nature of the Merger to First
Bancorp's shareholders for federal income tax purposes; and the
financial terms of other business combinations in the banking
industry. See "PROPOSED MERGER --Background of and Reasons for the
Merger."
Advice and Opinion of Financial Advisor
Austin Associates, Inc., First Bancorp's financial advisor,
has rendered both oral and written opinions that the terms of the
Merger are fair, from a financial point of view, to First Bancorp's
shareholders. A copy of the opinion of Austin Associates, Inc. is
attached hereto as Appendix B and should be read in its entirety
with respect to the assumptions made therein and other matters
considered. See "PROPOSED MERGER -- Opinion of Financial Advisor"
for further information regarding, among other things, the
selection of such firm and its compensation in connection with the
Merger.
Votes Required
Approval of the Merger requires the affirmative vote of the
holders of a majority of the outstanding shares of First Bancorp
Common Stock. Directors and Officers of First Bancorp and members
of their families have voting power with respect to 28,431 shares of
First Bancorp Common Stock, representing 13.69% of the First Bancorp
Common Stock outstanding as of the Record Date. In addition, these
individuals and members of their families have the right to acquire
an additional 16,911 shares in the aggregate upon conversion of
certain debentures. See "PROPOSED MERGER -- Ownership of First
Bancorp Common Stock." Subject to receipt of certain fairness
opinions from Austin Associates, Inc. the directors of First
Bancorp have agreed to vote their stock in favor of approval of the
Agreement at any meeting of First Bancorp's shareholders held
before September 30, 1994 at which the Merger is considered, unless
they are legally required to abstain from voting or to vote against
the Merger in the opinion of their counsel. . See "MEETING
INFORMATION -- Record Date; Voting Rights" and "CERTAIN INFORMATION
RELATING TO FIRST BANCORP -- Voting Securities and Certain Holders
Thereof." The First Bancorp Employee Stock Ownership Plan ("ESOP")
holds 66,274 (31.92%) of the shares of FBL Common Stock outstanding
as of the Record Date. Shares held by the ESOP on behalf of First
Bancorp employees will only be voted in accordance with the
instructions of the employees.
Conditions; Abandonment; Amendment
Consummation of the Merger is subject to the satisfaction of
a number of conditions, including approval of the Agreement by the
shareholders of First Bancorp and the Federal Reserve Board and
approval of the Bank Merger by the Office of the Comptroller of the
Currency ("OCC"). Applicable law provides that the Merger may not
be consummated until at least 30, but no more than 90, days after
approval of the Federal Reserve Board is obtained. See "PROPOSED
MERGER -- Representations and Warranties; Conditions to Closing;
Waiver" and "-- Regulatory and Other Approvals."
Substantially all of the conditions to consummation of the
Merger (except for required shareholder and regulatory approvals)
may be waived at any time by the party for whose benefit they were
created, and the Agreement may be amended or supplemented at any
time by written agreement of the parties, except that no such
waiver, amendment or supplement executed after approval of the
Agreement by First Bancorp's shareholders may reduce the ratio of
Hibernia Common Stock to First Bancorp Common Stock to be issued in
the Merger (the "Exchange Ratio"). In addition, the Agreement may
be terminated, either before or after shareholder approval, under
certain circumstances. See "PROPOSED MERGER -- Representations and
Warranties; Conditions to Closing; Waiver" and "-- Effective Date
of the Merger; Termination."
Certain Federal Income Tax Consequences
It is a condition to consummation of the Merger that the
parties receive an opinion of counsel or a public accounting firm
to the effect that the Merger when consummated in accordance with
the terms of the Agreement will constitute a reorganization within
the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended (the "Code"), and that the exchange of First Bancorp Common
Stock for Hibernia Common Stock will not give rise to the
recognition of gain or loss for federal income tax purposes to
First Bancorp's shareholders with respect to such exchange. The
parties have received such an opinion from Ernst & Young, certified
public accountants, who also serve as independent auditors for
Hibernia. A copy of such opinion is attached hereto as Appendix D.
See "PROPOSED MERGER -- Certain Federal Income Tax Consequences."
Because of the complexities of the federal income tax laws and
because the tax consequences may vary depending upon a holder's
individual circumstances or tax status, it is recommended that each
shareholder of First Bancorp consult his or her tax advisor
concerning the federal (and any applicable state, local or other)
tax consequences of the Merger to him or her.
Dissenters' Rights
Each holder of First Bancorp Common Stock who objects to the
Merger is entitled to the rights and remedies of dissenting
shareholders provided in Section 12: 131 of the Louisiana Business
Corporation Law, as amended, a copy of which is attached hereto as
Appendix C. However, if dissenters' rights are exercised and
perfected with respect to 10% or more of the outstanding shares of
First Bancorp Common Stock, Hibernia may abandon the Merger. In
addition, dissenting shareholders may receive value for their
shares that is more or less than, or equal to, the value received
by other shareholders in the Merger. See "PROPOSED MERGER --
Rights of Dissenting Shareholders."
Differences in Shareholders' Rights
Upon completion of the Merger, shareholders of First Bancorp,
to the extent they receive shares of Hibernia Common Stock in the
Merger, will become shareholders of Hibernia and their rights as
such will be governed by Hibernia's Articles of Incorporation and
Bylaws. The rights of shareholder of Hibernia are different in
certain respects from the rights of shareholders of First Bancorp.
See "PROPOSED MERGER -- Certain Differences in Rights of
Shareholders."
Accounting Treatment
The parties intend the Merger to be treated as a pooling-of-
interests for financial accounting purposes. If, among other
things, holders of more than 10% of the outstanding shares of First
Bancorp Common Stock exercise and perfect dissenters' rights, the
Merger will not qualify for pooling-of-interests accounting
treatment, and Hibernia will not be obligated to effect the Merger.
In addition, unless the holders of ____% of the convertible
debentures (representing _____ shares of First Bancorp Common
Stock) convert those debentures into First Bancorp Common Stock,
the Merger will not qualify for pooling-of-interests accounting
treatment. See "PROPOSED MERGER -- Accounting Treatment."
MEETING INFORMATION
General
Each copy of this Proxy Statement-Prospectus mailed to holders
of First Bancorp Common Stock is accompanied by a proxy card
furnished in connection with the solicitation of proxies by First
Bancorp's Board of Directors for use at the Special Meeting and at
any adjournments or postponements thereof. This Proxy Statement
and the accompanying proxy card are first being mailed to
shareholders of First Bancorp on approximately February 28, 1994.
The Special Meeting is scheduled to be held on March 31, 1994, at
10:00 a.m. local time, at the main office of First National Bank of
West Monroe, 500 Natchitoches Street, West Monroe, Louisiana 71294-
0487. Only holders of record of First Bancorp Common Stock at the
close of business on February 24, 1994 (the "Record Date") are
entitled to notice of and to vote at the Special Meeting. At the
Special Meeting, the shareholders of First Bancorp will consider
and vote upon a proposal to approve the Merger and the related
Agreement, and such other matters as may properly be brought before
the Special Meeting.
HOLDERS OF FIRST BANCORP COMMON STOCK ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT
PROMPTLY TO FIRST BANCORP IN THE ENCLOSED POSTAGE-PAID, ADDRESSED
ENVELOPE.
Any holder of First Bancorp Common Stock who has delivered a
proxy may revoke it any time before it is voted by giving notice of
revocation in writing or delivering a signed proxy card bearing a
later date to First Bancorp, provided that such notice or proxy
card must actually be received by First Bancorp before the vote of
shareholders at the Special Meeting. Any notice of revocation or
proxy card should be sent to First Bancorp at P. O. Box 487, West
Monroe, Louisiana 71294-0487, Attention: Patrick L. Spencer,
Secretary.
The shares of First Bancorp Common Stock represented by
properly executed proxies received at or before the Special Meeting
and not subsequently revoked will be voted as directed in such
proxies. Proxy cards that are received and that do not contain
instructions as to how to vote the shares represented thereby will
be voted FOR approval of the Merger and the related Agreement. If
any other matters are properly presented for consideration at the
Special Meeting, the persons named in the enclosed proxy card will
have discretionary authority to vote on such matters in accordance
with their best judgment; provided, however, that such
discretionary authority will be exercised only to the extent
permissible under applicable law. If necessary, and unless
contrary instructions are given, the proxy holder also may vote in
favor of a proposal to adjourn the Special Meeting one or more
times to permit further solicitation of proxies in order to obtain
sufficient votes to approve the Merger and the related Agreement.
As of the date of this Proxy Statement-Prospectus, First Bancorp's
Board of Directors is unaware of any matter to be presented at the
Special Meeting other than the proposal to approve the Merger.
The cost of soliciting proxies from shareholders of First
Bancorp will be borne by First Bancorp. Such solicitation will be
made by mail but also may be made by telephone or in person by the
directors, officers and employees of First Bancorp (who will
receive no additional compensation for doing so).
FIRST BANCORP SHAREHOLDERS SHOULD NOT FORWARD ANY STOCK
CERTIFICATES WITH THEIR PROXY CARDS. IF THE MERGER IS APPROVED,
SHAREHOLDERS OF FIRST BANCORP WILL RECEIVE INSTRUCTIONS AS TO
EXCHANGING THEIR STOCK CERTIFICATES.
First Bancorp's Employee Stock Ownership Plan
Each employee of First Bancorp who is a participant in the
First Bancorp of Louisiana, Inc. Employee Stock Ownership Plan and
Trust (the "ESOP") may direct the trustee of the ESOP (the
"Trustee") as to the manner in which shares of First Bancorp Common
Stock allocated to such participant's account under the ESOP (the
"Plan Shares") shall be voted by the Trustee at the Special Meeting
on the proposal to approve the Merger. Each ESOP participant has
received with this Proxy Statement-Prospectus a letter from the
Trustee providing instructions as to the voting of such
participant's Plan Shares and a Voting Instruction Card to be used
by the participant to give voting directions to the Trustee. In
order to direct the Trustee with respect to the voting of Plan
Shares, an ESOP participant must complete, sign and date the Voting
Instruction Card and return it to the Trustee in the envelope
provided, so that it is received by the Trustee no later than March
20, 1994. Prior to the Special Meeting, the Trustee will tabulate
the instructions received by the deadline and shall determine the
aggregate votes for and against approval of the Merger. At the
Special Meeting, the Trustee will vote the shares of First Bancorp
Common Stock held by it on the Record Date for which it has
received instructions in the manner so determined. The Trustee
will not vote any Plan Shares on the proposal to approve the Merger
to the extent it does not receive instructions with respect
thereto. The Trustee of the ESOP holds 66,274 shares (31.92% of
the outstanding shares) of First Bancorp Common Stock on behalf of
the participants of such plan.
Votes Required
As of the Record Date, there were 207,612 shares of First
Bancorp Common Stock outstanding and entitled to vote at the
Special Meeting, with each share being entitled to one vote. The
affirmative vote of a majority of the voting power of First Bancorp
present or represented by proxy and entitled to vote at the Special
Meeting will be required to approve the Merger. Members of First
Bancorp's Board of Directors, along with members of their families
who are expected to vote in favor of approval of the Merger, own
13.69% of the outstanding First Bancorp Common Stock.
Holders of certain debentures issued by First Bancorp have the
right to convert their debentures into First Bancorp at any time
prior to the Closing Date. If all such debentures were converted,
an additional 30,064 shares of First Bancorp Common Stock would be
issued. If issued prior to the Record Date, these shares would be
entitled to be voted on the Merger at the Special Meeting. As the
determination of whether and when to convert the debentures is
solely within the holders discretion, there can be no assurance as
to whether any or all of the debentures will be converted.
For purposes of the Special Meeting, the presence in person or
by proxy of a majority of the outstanding shares of First Bancorp
Common Stock is necessary to constitute a quorum of shareholders in
order to take action. For these purposes, shares of First Bancorp
Common Stock which are present, or represented by proxy, at the
Special Meeting will be counted for quorum purposes regardless of
whether the holder of the shares or proxy actually votes on the
Merger or whether a broker with discretionary authority fails to
exercise its discretionary voting authority with respect to the
Merger. Accordingly, an "abstention" will be considered present
for quorum purposes, but will have the same effect as a vote
"against" the proposal as to which the abstention is made. Also,
shares held in the First Bancorp ESOP will not be vital unless
instructions are received from employees. These shares will not be
considered present or represented if instructions are not received
from employees. The affirmative vote of a majority of the voting
power of First Bancorp present or represented by proxy at the
Special Meeting will be necessary to approve the Merger.
Each outstanding share of First Bancorp Common Stock is
entitled to one vote on each matter that comes before the Special
Meeting. As of the Record Date for the Special Meeting, there were
207,612 shares of First Bancorp Common Stock outstanding and
entitled to vote at the Special Meeting.
The directors and executive officers of First Bancorp and
their affiliates beneficially owned a total of 28,431 shares or
approximately 13.69% of the outstanding shares of First Bancorp
Common Stock as of the Record Date. Each shareholder who is a
director has executed an agreement with Hibernia pursuant to which
such shareholder has committed, subject to certain conditions, to
vote the shares of First Bancorp Common Stock owned by him in favor
of the proposal to approve the Merger. Additionally, First Bancorp
has been advised that all of its directors and executive officers
intend to vote their shares in favor of approval of the Merger.
As of the Record Date, the directors and executive officers of
Hibernia and their affiliates beneficially owned no shares of First
Bancorp Common Stock.
Recommendation of First Bancorp's Board
First Bancorp's Board has unanimously approved the Merger and
unanimously recommends that First Bancorp's shareholders vote FOR
approval of the Merger. See "PROPOSED MERGER -- Background of and
Reasons for the Merger" and "-- Opinion of Financial Advisor."
Other Matters
The Board of Directors of First Bancorp is not aware of any
business to be acted upon at the Special Meeting other than
consideration of the proposed the Merger. If, however, other
matters are properly brought before the Special Meeting, or any
adjournments or postponements thereof, the persons appointed as
proxies will have discretion to vote or abstain from voting thereon
according to their best judgment.
PRO FORMA FINANCIAL INFORMATION
The information in the column titled "Hibernia" on the pro
forma Balance Sheet is summarized from Hibernia's September 30,
1993 balance sheet on Form 10-Q and the pro forma statements of
income are summarized from Hibernia's Form 10-Q for the nine months
ended September 30, 1993 and Hibernia's audited statement of income
in its Annual Report on Form 10-K for the years ended December 31,
1992. The information contained in the columns titled "Commercial
Bancshares, Inc.", "Bastrop National Bank", "First Bancorp of
Louisiana, Inc." and "First Continental Bancshares, Inc." are based
on September 30, 1993 and 1992 and December 31, 1992, 1991 and
1990 financial statements of those entities. The pro forma
financial statements do not purport to be indicative of the results
that actually would have occurred if the pending transactions had
occurred on the dates indicated or that may be obtained in the
future.
On September 28, 1993, Hibernia executed an agreement to merge
with Commercial Bancshares, Inc. ("Commercial"). Commercial is a
bank holding company headquartered in Franklin, Louisiana that owns
First Commercial Bank, a Louisiana state bank headquartered in
Abbeville, Louisiana. As of September 30, 1993, Commercial had
consolidated assets of approximately $ 164 million and operated
seven banking branches in St. Mary, Iberia and Vermilion Parishes.
Shareholders of Commercial will receive in the merger shares of
Hibernia Common Stock valued at $18.7 million, which amount may be
increased under certain circumstances which are not considered
likely to occur.
On November 4, 1993, Hibernia announced that it had reached an
agreement to merge with Bastrop National Bank ("Bastrop). Bastrop
is a national bank headquartered in Bastrop, Louisiana which
operates four branches in Morehouse Parish and had, as of September
30, 1993, total assets of approximately $123 million. Shareholders
of Bastrop will receive in the merger shares of Hibernia Common
Stock valued at $21.5 million.
On December 6, 1993, Hibernia announced that it had reached an
agreement to merge with First Continental Bancshares, Inc. ("First
Continental"). First Continental is a bank holding company
headquartered in Jefferson Parish, Louisiana and owns all of the
stock of First National Bank of Jefferson Parish ("FNJ"). As of
September 30, 1993, First Continental reported consolidated assets
of approximately $396 million, and FNJ operated eight branches in
Jefferson Parish. The transaction will be effected through an
exchange of Hibernia Common Stock equity securities of First
Continental. Based on the market price of Hibernia Common Stock on
the date of this Proxy Statement-Prospectus, the aggregate value of
the Hibernia Common Stock to be exchanged in this merger would be
approximately $36.1 million.
Each of these transactions will be accounted for as a pooling-
of-interests.
The mergers with Commercial, Bastrop and First Continental are
subject to the satisfaction of certain conditions similar to those
described herein with regard to the Merger. There can be no
assurance that any or all of such proposed mergers will occur, or
that the timing of the consummation of such mergers will be as
assumed in the Pro Forma Financial Statements.
The following pro forma financial statements reflect
Hibernia's pending mergers as described in its public reports and
press releases, giving effect to the assumptions and adjustments
described in the accompanying notes.
PRO FORMA COMBINED SELECTED FINANCIAL INFORMATION
(Unaudited)
The following table sets forth certain unaudited pro forma
combined financial information for Hibernia and First Bancorp.
This table is based on and should be read in conjunction with the
historical financial statements and related notes of Hibernia which
are incorporated herein by reference and of First Bancorp which are
contained elsewhere in this Proxy Statement-Prospectus. The table
also gives effect to other probable mergers to which Hibernia
Corporation is a party, as discussed in Note C to the pro forma
combined financial statements. These mergers include Commercial
Bancshares, Inc., Bastrop National Bank and First Continental
Bancshares, Inc. The pro forma information, which reflects the
mergers using the pooling of interests method of accounting, is
presented for informational purposes only and should not be
construed as indicative of the actual operations that would have
occurred had the mergers been consummated at the beginning of the
periods indicated below or which may occur after the mergers are
consummated. The pro forma information gives effect to the
issuance of 4,800,000 shares of Hibernia Common Stock for all the
outstanding shares of First Bancorp and 9,852,917 shares of
Hibernia Corporation common stock for all the outstanding shares of
Commercial Bancshares, Inc., Bastrop National Bank and First
Continental Bancshares, Inc. in each of the periods presented.
<PAGE>
<TABLE>
<CAPTION>
TOTAL HIBERNIA CORPORATION*
PRO FORMA COMBINED SELECTED FINANCIAL INFORMATION
Nine Months Ended
Year Ended December 31 September 30
Unaudited ($ in thousands, except per share amounts) 1992 1991 1990 1993 1992
<S> <C> <C> <C> <C> <C>
Net interest income $204,345 $239,498 $265,323 $153,134 $158,209
Net income (loss) from continuing operations (5,970) (142,959) (10,313) 35,934 (9,607)
Per share:
Net income (loss) from continuing operations (0.17) (4.34) (0.32) 0.41 (0.29)
Cash dividends - 0.15 0.90 0.03 -
Book value 4.36 6.30 11.48 4.72 4.70
SELECTED PERIOD-END BALANCES
Debt 10,721 97,622 108,420 500 47,765
Total assets 4,890,594 6,169,021 7,486,845 4,801,341 4,757,581
* Includes Hibernia Corporation and First Bancorp of Louisiana, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TOTAL HIBERNIA CORPORATION**
PRO FORMA COMBINED SELECTED FINANCIAL INFORMATION
Nine Months Ended
Year Ended December 31 September 30
Unaudited ($ in thousands, except per share amounts) 1992 1991 1990 1993 1992
<S> <C> <C> <C> <C> <C>
Net interest income $234,398 $263,348 $285,479 $176,091 $180,757
Net income (loss) from continuing operations (1,752) (141,367) (19,533) 40,175 (5,362)
Per share:
Net income (loss) from continuing operations (0.04) (3.31) (0.46) 0.41 (0.12)
Cash dividends - 0.15 0.90 0.03 -
Book value 4.31 5.31 9.25 4.57 4.36
SELECTED PERIOD-END BALANCES
Debt 25,710 127,566 138,876 500 73,566
Total assets 5,592,710 6,862,752 8,172,331 5,452,194 5,444,898
** Includes Hibernia Corporation, Commercial Bancshares, Inc., Bastrop National Bank,
First Bancorp of Louisiana, Inc. and First Continental Bancshares, Inc.
</TABLE>
PRO FORMA COMBINED BALANCE SHEET
(Unaudited)
The following unaudited pro forma combined balance sheet
combines the historical balance sheets of Hibernia and First
Bancorp as if the Merger had been effective on September 30, 1993.
This unaudited pro forma combined balance sheet should be read in
conjunction with the historical financial statements and related
notes of Hibernia which are incorporated herein by reference and of
First Bancorp which are contained elsewhere in this Proxy
Statement-Prospectus. The unaudited pro forma combined balance
sheet also gives effect to other probable mergers to which Hibernia
is a party, as discussed in Note C to the pro forma combined
financial statements. These mergers include Commercial Bancshares,
Inc., Bastrop National Bank, and First Continental Bancshares, Inc.
and have been included in the pro forma combined balance sheet as
if the mergers had been effective on September 30, 1993.<PAGE>
<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED BALANCE SHEET
September 30, 1993
(cont.)
FIRST PRO FORMA
BANCORP PRO HIBERNIA CORP.
HIBERNIA OF LOUISIANA, FORMA (WITH FIRST
Unaudited ($ in thousands) CORPORATION INC. ADJ. BANCORP)
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks $210,728 $9,785 $220,513
Interest-bearing time deposits in domestic banks 1,000 1,077 2,077
Federal funds sold and securities purchased
under agreements to resell 165,000 6,700 (4,534)B 167,166
Securities held for sale 386,179 - 386,179
Investment securities 1,496,060 103,636 1,599,696
Loans 2,240,981 99,645 2,340,626
Unearned income (3,640) (416) (4,056)
Reserve for possible loan losses (183,925) (1,511) (185,436)
Loans, net 2,053,416 97,718 2,151,134
Bank premises and equipment 85,111 2,008 87,119
Customers' acceptance liability 3,381 - 3,381
Other assets 180,129 3,947 184,076
TOTAL ASSETS $4,581,004 $224,871 ($4,534) $4,801,341
LIABILITIES
Deposits:
Demand, noninterest-bearing $733,433 $28,435 $761,868
Interest-bearing 3,237,868 166,858 3,404,726
Total Deposits 3,971,301 195,293 4,166,594
Federal funds purchased and securities sold under
agreements to repurchase 110,240 9,190 119,430
Liability on acceptances 3,381 - 3,381
Payables arising from securities transactions not yet settled 20,600 - 20,600
Other liabilities 71,497 1,780 (34)B 73,243
Debt - 5,800 (4,500)B 500
(800)A
TOTAL LIABILITIES 4,177,019 212,063 (5,334) 4,383,748
SHAREHOLDERS' EQUITY
Preferred Stock - - -
Common Stock 160,481 1,364 7,852 A 169,697
Surplus 404,603 6,744 (8,691)A 402,656
Treasury Stock - (1,639) 1,639 A -
ESOP commitment - (500) (500)
Retained earnings (deficit) (161,099) 6,839 (154,260)
TOTAL SHAREHOLDERS' EQUITY 403,985 12,808 800 417,593
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $4,581,004 $224,871 ($4,534) $4,801,341
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED BALANCE SHEET
September 30, 1993
PRO FORMA FIRST TOTAL
HIBERNIA CORP.COMMERCIAL BASTROP CONTINENTAL PRO PRO FORMA
(WITH FIRST BANCSHARES, NATIONAL BANCSHARES, FORMA HIBERNIA
Unaudited ($ in thousands) BANCORP) INC. BANK INC. ADJ. CORPORATION
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $220,513 $6,325 $3,367 $14,611 $244,816
Interest-bearing time deposits in domestic banks 2,077 38 - - 2,115
Federal funds sold and securities purchased
under agreements to resell 167,166 2,300 4,850 15,000 (18,462)E 158,465
(12,389)D
Securities held for sale 386,179 - - - 386,179
Investment securities 1,599,696 84,967 74,006 117,758 (750)E 1,875,677
Loans 2,340,626 61,621 39,026 238,354 2,679,627
Unearned income (4,056) (3) (477) (9,227) (13,763)
Reserve for possible loan losses (185,436) (1,320) (387) (6,735) (193,878)
Loans, net 2,151,134 60,298 38,162 222,392 2,471,986
Bank premises and equipment 87,119 3,064 1,323 6,120 97,626
Customers' acceptance liability 3,381 - - - 3,381
Other assets 184,076 6,307 1,776 19,790 211,949
TOTAL ASSETS $4,801,341 $163,299 $123,484 $395,671 ($31,601) $5,452,194
LIABILITIES
Deposits:
Demand, noninterest-bearing $761,868 $20,521 $14,028 $56,824 $853,241
Interest-bearing 3,404,726 124,069 93,699 288,712 3,911,206
Total Deposits 4,166,594 144,590 107,727 345,536 4,764,447
Federal funds purchased and securities sold
under agreements to repurchase 119,430 - 401 11,927 131,758
Liability on acceptances 3,381 - - - 3,381
Payables arising from securities transactions
not yet settled 20,600 - - - 20,600
Other liabilities 73,243 1,725 721 10,653 (4,167)E 82,175
Debt 500 3,345 - 11,774 (14,745)E 500
(374)C
TOTAL LIABILITIES 4,383,748 149,660 108,849 379,890 (19,286) 5,002,861
SHAREHOLDERS' EQUITY
Preferred Stock - - - 11,422 (11,422)C -
Common Stock 169,697 629 300 2,145 15,843 C 188,614
Surplus 402,656 591 1,000 2,741 (5,319)C 401,669
Treasury Stock - (1,154) - (118) 1,272 C -
ESOP commitment (500) - - - (500)
Retained earnings (deficit) (154,260) 13,573 13,335 (409) (300)E (140,450)
(12,389)D
TOTAL SHAREHOLDERS' EQUITY 417,593 13,639 14,635 15,781 (12,315) 449,333
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $4,801,341 $163,299 $123,484 $395,671 ($31,601) $5,452,194
See notes to Pro Forma Combined Financial Statements.
</TABLE>
PRO FORMA COMBINED STATEMENTS OF INCOME
(Unaudited)
The following unaudited pro forma combined statements of
income for the nine months ended September 30, 1993 and 1992 and
the years ended December 31, 1992, 1991 and 1990 combine the
historical statements of income of Hibernia and First Bancorp as if
the merger had been effective on January 1, 1990. These unaudited
pro forma combined statements of income should be read in
conjunction with the historical financial statements and related
notes of Hibernia incorporated herein by reference and of First
Bancorp contained elsewhere in this Proxy Statement-Prospectus.
The cost associated with the Merger, estimated to be approximately
$150,000 will be accounted for as a current period expense upon
consummation of the Merger and has not been reflected in the pro
forma combined statements of income. The unaudited pro forma
combined statements of income also give effect to other probable
mergers to which Hibernia is a party, as discussed in Note C to the
pro forma combined financial statements. These mergers include
Commercial Bancshares, Inc., Bastrop National Bank, and First
Continental Bancshares, Inc. and have been included in the pro
forma combined statements of income as if the mergers had been
effective on January 1, 1990.
<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
Nine Months Ended September 30, 1993
FIRST PRO FORMA
BANCORP HIBERNIA
HIBERNIA OF LOUISIANA CORP. (WITH
Unaudited ($ in thousands, except per share data) CORPORATION INC. FIRST BANCORP)
<S> <C> <C> <C>
Interest Income
Interest and fees on loans $138,259 $5,192 $143,451
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 80,465 3,032 83,497
Obligations of states and political subdivisions 1 589 590
Trading account interest 24 - 24
Interest on time deposits in domestic banks 188 75 263
Interest on federal funds sold and securities
purchased under agreements to resell 7,005 136 7,141
Total Interest Income 225,942 9,024 234,966
Interest Expense
Interest on deposits 75,643 2,976 78,619
Interest on federal funds purchased and
securities sold under agreements to repurchase 2,664 156 2,820
Interest on debt and other 279 114 393
Total Interest Expense 78,586 3,246 81,832
Net Interest Income 147,356 5,778 153,134
Provision for possible loan losses 11,300 (145) 11,155
Net Interest Income After Provision for
Possible Loan Losses 136,056 5,923 141,979
Noninterest Income
Trust fees 9,351 7 9,358
Service charges on deposits 22,507 558 23,065
Other service, collection and exchange charges 11,553 407 11,960
Gain on settlement of acquired loans 1,031 - 1,031
Other operating income 5,633 12 5,645
Securities gains, net - 52 52
Total Noninterest Income 50,075 1,036 51,111
Noninterest Expense
Salaries and employee benefits 62,280 2,057 64,337
Occupancy expense, net 15,073 475 15,548
Equipment expense 8,167 233 8,400
Data processing expense 12,199 143 12,342
Foreclosed property expense 2,689 (93) 2,596
Other operating expense 51,712 1,396 53,108
Total Noninterest Expense 152,120 4,211 156,331
Income Before Income Taxes and
Cumulative Effect of Accounting Change 34,011 2,748 36,759
Income tax expense - 825 825
Income from Continuing Operations $34,011 $1,923 $35,934
Pro Forma Weighted Average Common Shares 83,033,847 4,800,000 87,833,847
Pro Forma Income Per Common Share
from Continuing Operations (G) $0.41
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
Nine Months Ended September 30, 1993
(cont.)
PRO FORMA FIRST TOTAL
HIBERNIA COMMERCIAL BASTROP CONTINENTAL PRO PRO FORMA
CORP. (WITH BANCSHARES, NATIONAL BANCSHARES, FORMA HIBERNIA
Unaudited ($ in thousands, except per share data) FIRST BANCORP INC. BANK INC. ADJ. CORPORATION
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $143,451 $4,140 $2,395 $17,280 $167,266
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 83,497 3,819 3,375 5,190 95,881
Obligations of states and political subdivisions 590 30 455 9 1,084
Trading account interest 24 - - - 24
Interest on time deposits in domestic banks 263 1 - - 264
Interest on federal funds sold and securities
purchased under agreements to resell 7,141 136 142 302 7,721
Total Interest Income 234,966 8,126 6,367 22,781 272,240
Interest Expense
Interest on deposits 78,619 3,045 2,556 6,982 91,202
Interest on federal funds purchased and
securities sold under agreements to repurchase 2,820 - 176 2,996
Interest on debt and other 393 188 6 1,364 1,951
Total Interest Expense 81,832 3,233 2,562 8,522 96,149
Net Interest Income 153,134 4,893 3,805 14,259 176,091
Provision for possible loan losses 11,155 75 28 725 11,983
Net Interest Income After Provision for
Possible Loan Losses 141,979 4,818 3,777 13,534 164,108
Noninterest Income
Trust fees 9,358 - - 541 9,899
Service charges on deposits 23,065 611 377 2,078 26,131
Other service, collection and exchange charges 11,960 138 107 729 12,934
Gain on settlement of acquired loans 1,031 - - - 1,031
Other operating income 5,645 38 16 378 (676)F 5,401
Securities gains, net 52 - 50 8 110
Total Noninterest Income 51,111 787 550 3,734 (676) 55,506
Noninterest Expense
Salaries and employee benefits 64,337 1,764 1,019 5,812 72,932
Occupancy expense, net 15,548 313 209 545 16,615
Equipment expense 8,400 297 104 541 9,342
Data processing expense 12,342 13 12 546 (541)F 12,372
Foreclosed property expense 2,596 81 - 3,676 6,353
Other operating expense 53,108 1,338 748 3,550 (135)F 58,609
Total Noninterest Expense 156,331 3,806 2,092 14,670 (676) 176,223
Income Before Income Taxes and
Cumulative Effect of Accounting Change 36,759 1,799 2,235 2,598 0 43,391
Income tax expense 825 607 611 1,173 3,216
Income from Continuing Operations $35,934 $1,192 $1,624 $1,425 $0 $40,175
Pro Forma Weighted Average Common Shares 87,833,847 2,493,333 2,866,667 4,492,917 97,686,764
Pro Forma Income Per Common Share
from Continuing Operations (G) $0.41 $0.41
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
Nine Months Ended September 30, 1992
FIRST PRO FORMA
BANCORP HIBERNIA
HIBERNIA OF LOUISIANA CORP. (WITH
Unaudited ($ in thousands, except per share data) CORPORATION INC. FIRST BANCORP)
<S> <C> <C> <C>
Interest Income
Interest and fees on loans $203,625 $4,676 $208,301
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 68,477 3,793 72,270
Obligations of states and political subdivisions 3 422 425
Trading account interest 99 "- 99
Interest on time deposits in domestic banks 160 104 264
Interest on federal funds sold and securities
purchased under agreements to resell 10,021 125 10,146
Total Interest Income 282,385 9,120 291,505
Interest Expense
Interest on deposits 115,202 3,734 118,936
Interest on federal funds purchased and
securities sold under agreements to repurchase 4,421 56 4,477
Interest on debt and other 9,738 145 9,883
Total Interest Expense 129,361 3,935 133,296
Net Interest Income 153,024 5,185 158,209
Provision for possible loan losses 61,025 590 61,615
Net Interest Income After Provision for
Possible Loan Losses 91,999 4,595 96,594
Noninterest Income
Trust fees 9,376 6 9,382
Service charges on deposits 24,531 484 25,015
Other service, collection and exchange charges 10,481 414 10,895
Gain on settlement of acquired loans 3,679 - 3,679
Loss on planned sale of Texas bank (2,934) - (2,934)
Other operating income 7,510 2 7,512
Securities gains, net 17,190 24 17,214
Total Noninterest Income 69,833 930 70,763
Noninterest Expense
Salaries and employee benefits 66,039 1,757 67,796
Occupancy expense, net 18,668 393 19,061
Equipment expense 9,777 240 10,017
Data processing expense 11,879 162 12,041
Foreclosed property expense 12,061 (50) 12,011
Other operating expense 53,774 1,126 54,900
Total Noninterest Expense 172,198 3,628 175,826
Income (Loss) Before Minority Interests (10,366) 1,897 (8,469)
Less: Minority interest - - -
Income (Loss) Before Income Taxes and
Extraordinary Items (10,366) 1,897 (8,469)
Income tax expense 600 538 1,138
Income (Loss) from Continuing Operations ($10,966) $1,359 ($9,607)
Pro Forma Weighted Average Common Shares 28,282,120 4,800,000 33,082,120
Pro Forma Income (Loss) Per Common Share
from Continuing Operations (G) ($0.29)
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
Nine Months Ended September 30, 1992
(cont.)
PRO FORMA FIRST TOTAL
HIBERNIA COMMERCIAL BASTROP CONTINENTAL PRO PRO FORMA
CORP. (WITH BANCSHARES, NATIONAL BANCSHARES, FORMA HIBERNIA
Unaudited ($ in thousands, except per share data) FIRST BANCORP INC. BANK INC. ADJ. CORPORATION
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $208,301 $4,958 $2,564 $18,781 $234,604
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 72,270 4,348 3,647 5,378 85,643
Obligations of states and political subdivisions 425 59 427 2 913
Trading account interest 99 - - - 99
Interest on time deposits in domestic banks 264 4 2 - 270
Interest on federal funds sold and securities
purchased under agreements to resell 10,146 160 128 453 10,887
Total Interest Income 291,505 9,529 6,768 24,614 332,416
Interest Expense
Interest on deposits 118,936 4,339 2,899 9,585 135,759
Interest on federal funds purchased and
securities sold under agreements to repurchase 4,477 - 4 227 4,708
Interest on debt and other 9,883 314 9 986 11,192
Total Interest Expense 133,296 4,653 2,912 10,798 151,659
Net Interest Income 158,209 4,876 3,856 13,816 180,757
Provision for possible loan losses 61,615 150 40 1,152 62,957
Net Interest Income After Provision for
Possible Loan Losses 96,594 4,726 3,816 12,664 117,800
Noninterest Income
Trust fees 9,382 - - 414 9,796
Service charges on deposits 25,015 544 364 2,020 27,943
Other service, collection and exchange charges 10,895 141 138 751 11,925
Gain on settlement of acquired loans 3,679 - - - 3,679
Loss on planned sale of Texas bank (2,934) - - - (2,934)
Other operating income 7,512 24 9 513 (688)F 7,370
Securities gains, net 17,214 43 20 20 17,297
Total Noninterest Income 70,763 752 531 3,718 (688) 75,076
Noninterest Expense
Salaries and employee benefits 67,796 1,852 915 5,252 75,815
Occupancy expense, net 19,061 301 240 550 20,152
Equipment expense 10,017 291 100 586 10,994
Data processing expense 12,041 15 10 544 (538)F 12,072
Foreclosed property expense 12,011 (72) - 4,154 16,093
Other operating expense 54,900 1,412 747 3,617 (150)F 60,526
Total Noninterest Expense 175,826 3,799 2,012 14,703 (688) 195,652
Income (Loss) Before Minority Interests (8,469) 1,679 2,335 1,679 0 (2,776)
Less: Minority interest - - - 374 374
Income (Loss) Before Income Taxes and
Extraordinary Items (8,469) 1,679 2,335 1,305 0 (3,150)
Income tax expense 1,138 369 645 60 2,212
Income (Loss) from Continuing Operations ($9,607) $1,310 $1,690 $1,245 $0 ($5,362)
Pro Forma Weighted Average Common Shares 33,082,120 2,493,333 2,866,667 4,492,917 42,935,037
Pro Forma Income (Loss) Per Common Share
from Continuing Operations (G) ($0.29) ($0.12)
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
Year Ended December 31, 1992
FIRST PRO FORMA
BANCORP HIBERNIA
HIBERNIA OF LOUISIANA CORP. (WITH
Unaudited ($ in thousands, except per share data) CORPORATION INC. FIRST BANCORP)
<S> <C> <C> <C>
Interest Income
Interest and fees on loans $253,183 $6,286 $259,469
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 89,131 4,940 94,071
Obligations of states and political subdivisions 3 555 558
Trading account interest 99 - 99
Interest on time deposits in domestic banks 223 132 355
Interest on federal funds sold and securities
purchased under agreements to resell 14,095 146 14,241
Total Interest Income 356,734 12,059 368,793
Interest Expense
Interest on deposits 141,502 4,737 146,239
Interest on federal funds purchased and
securities sold under agreements to repurchase 6,515 69 6,584
Interest on debt and other 11,439 186 11,625
Total Interest Expense 159,456 4,992 164,448
Net Interest Income 197,278 7,067 204,345
Provision for possible loan losses 66,275 710 66,985
Net Interest Income After Provision for
Possible Loan Losses 131,003 6,357 137,360
Noninterest Income
Trust fees 12,263 7 12,270
Service charges on deposits 31,870 661 32,531
Other service, collection and exchange charges 13,928 523 14,451
Gain on settlement of acquired loans 4,151 - 4,151
Loss on planned sale of Texas bank (2,934) - (2,934)
Other operating income 9,972 6 9,978
Securities gains, net 17,190 60 17,250
Total Noninterest Income 86,440 1,257 87,697
Noninterest Expense
Salaries and employee benefits 86,141 2,404 88,545
Occupancy expense, net 23,275 634 23,909
Equipment expense 13,447 308 13,755
Data processing expense 17,477 205 17,682
Foreclosed property expense 16,302 (30) 16,272
Other operating expense 68,716 1,550 70,266
Total Noninterest Expense 225,358 5,071 230,429
Income (Loss) Before Income Taxes and
Extraordinary Items (7,915) 2,543 (5,372)
Income tax expense - 598 598
Income (Loss) from Continuing Operations ($7,915) $1,945 ($5,970)
Pro Forma Weighted Average Common Shares 29,608,279 4,800,000 34,408,279
Pro Forma Income (Loss) Per Common Share
from Continuing Operations (G) ($0.17)
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
Year Ended December 31, 1992
(cont.)
PRO FORMA FIRST TOTAL
HIBERNIA COMMERCIAL BASTROP CONTINENTAL PRO PRO FORMA
CORP. (WITH BANCSHARES, NATIONAL BANCSHARES, FORMA HIBERNIA
Unaudited ($ in thousands, except per share data) FIRST BANCORP INC. BANK INC. ADJ. CORPORATION
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $259,469 $6,489 $3,410 $24,612 $293,980
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 94,071 5,619 4,775 7,017 111,482
Obligations of states and political subdivisions 558 70 572 2 1,202
Trading account interest 99 - - - 99
Interest on time deposits in domestic banks 355 4 2 - 361
Interest on federal funds sold and securities
purchased under agreements to resell 14,241 230 178 549 15,198
Total Interest Income 368,793 12,412 8,937 32,180 422,322
Interest Expense
Interest on deposits 146,239 5,497 3,743 12,169 167,648
Interest on federal funds purchased and
securities sold under agreements to repurchase 6,584 - 4 322 6,910
Interest on debt and other 11,625 377 11 1,353 13,366
Total Interest Expense 164,448 5,874 3,758 13,844 187,924
Net Interest Income 204,345 6,538 5,179 18,336 234,398
Provision for possible loan losses 66,985 150 40 1,152 68,327
Net Interest Income After Provision for
Possible Loan Losses 137,360 6,388 5,139 17,184 166,071
Noninterest Income
Trust fees 12,270 2 - 577 12,849
Service charges on deposits 32,531 713 481 2,726 36,451
Other service, collection and exchange charges 14,451 183 179 932 15,745
Gain on settlement of acquired loans 4,151 - - - 4,151
Loss on planned sale of Texas bank (2,934) - - - (2,934)
Other operating income 9,978 22 31 640 (762)F 9,909
Securities gains, net 17,250 44 22 20 17,336
Total Noninterest Income 87,697 964 713 4,895 (762) 93,507
Noninterest Expense
Salaries and employee benefits 88,545 2,565 1,336 7,034 99,480
Occupancy expense, net 23,909 407 218 726 25,260
Equipment expense 13,755 387 133 744 15,019
Data processing expense 17,682 22 14 747 (739)F 17,726
Foreclosed property expense 16,272 (124) - 6,554 22,702
Other operating expense 70,266 1,868 1,118 5,592 (23)F 78,821
Total Noninterest Expense 230,429 5,125 2,819 21,397 (762) 259,008
Income (Loss) Before Income Taxes and
Extraordinary Items (5,372) 2,227 3,033 682 0 570
Income tax expense 598 638 854 232 2,322
Income (Loss) from Continuing Operations ($5,970) $1,589 $2,179 $450 $0 ($1,752)
Pro Forma Weighted Average Common Shares 34,408,279 2,493,333 2,866,667 4,492,917 44,261,196
Pro Forma Income (Loss) Per Common Share
from Continuing Operations (G) ($0.17) ($0.04)
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
Year Ended December 31, 1991
FIRST PRO FORMA
BANCORP HIBERNIA
HIBERNIA OF LOUISIANA CORP. (WITH
Unaudited ($ in thousands, except per share data) CORPORATION INC. FIRST BANCORP)
<S> <C> <C> <C>
Interest Income
Interest and fees on loans $451,675 $5,845 $457,520
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 114,629 4,743 119,372
Obligations of states and political subdivisions 4,970 574 5,544
Trading account interest 70 - 70
Interest on time deposits in domestic banks 100 324 424
Interest on federal funds sold and securities
purchased under agreements to resell 9,285 386 9,671
Total Interest Income 580,729 11,872 592,601
Interest Expense
Interest on deposits 317,780 6,580 324,360
Interest on federal funds purchased and
securities sold under agreements to repurchase 16,177 74 16,251
Interest on debt and other 12,173 319 12,492
Total Interest Expense 346,130 6,973 353,103
Net Interest Income 234,599 4,899 239,498
Provision for possible loan losses 178,330 432 178,762
Net Interest Income After Provision for
Possible Loan Losses 56,269 4,467 60,736
Noninterest Income
Trust fees 14,346 6 14,352
Service charges on deposits 34,779 605 35,384
Other service, collection and exchange charges 19,938 573 20,511
Credit card income 5,251 2 5,253
Gain on settlement of acquired loans 9,043 - 9,043
Other operating income 8,512 - 8,512
Securities gains, net 17,801 (17) 17,784
Total Noninterest Income 109,670 1,169 110,839
Noninterest Expense
Salaries and employee benefits 115,173 2,195 117,368
Occupancy expense, net 28,785 378 29,163
Equipment expense 13,979 211 14,190
Data processing expense 12,548 194 12,742
Foreclosed property expense 24,854 (2) 24,852
Credit card expense 3,136 - 3,136
Other operating expense 110,679 1,317 111,996
Total Noninterest Expense 309,154 4,293 313,447
Income (Loss) Before Minority Interests (143,215) 1,343 (141,872)
Less: Minority interest - - -
Income (Loss) Before Income Taxes,
Extraordinary Item and Cumulative Effect
of Accounting Change (143,215) 1,343 (141,872)
Income tax expense 782 305 1,087
Income (Loss) from Continuing Operations ($143,997) $1,038 ($142,959)
Pro Forma Weighted Average Common Shares 28,116,938 4,800,000 32,916,938
Pro Forma Income (Loss) Per Common Share
from Continuing Operations (G) ($4.34)
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
Year Ended December 31, 1991
(cont.)
PRO FORMA FIRST TOTAL
HIBERNIA COMMERCIAL BASTROP CONTINENTAL PRO PRO FORMA
CORP. (WITH BANCSHARES, NATIONAL BANCSHARES, FORMA HIBERNIA
Unaudited ($ in thousands, except per share data) FIRST BANCORP INC. BANK INC. ADJ. CORPORATION
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $457,520 $7,857 $3,648 $26,672 $495,697
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 119,372 6,002 4,694 5,861 135,929
Obligations of states and political subdivisions 5,544 229 495 6 6,274
Trading account interest 70 - - - 70
Interest on time deposits in domestic banks 424 61 37 - 522
Interest on federal funds sold and securities
purchased under agreements to resell 9,671 292 470 984 11,417
Total Interest Income 592,601 14,441 9,344 33,523 649,909
Interest Expense
Interest on deposits 324,360 8,216 5,150 17,645 355,371
Interest on federal funds purchased and
securities sold under agreements to repurchase 16,251 - - 543 16,794
Interest on debt and other 12,492 635 19 1,250 14,396
Total Interest Expense 353,103 8,851 5,169 19,438 386,561
Net Interest Income 239,498 5,590 4,175 14,085 263,348
Provision for possible loan losses 178,762 10 17 1,800 180,589
Net Interest Income After Provision for
Possible Loan Losses 60,736 5,580 4,158 12,285 82,759
Noninterest Income
Trust fees 14,352 2 - 490 14,844
Service charges on deposits 35,384 754 442 2,629 39,209
Other service, collection and exchange charges 20,511 218 162 884 21,775
Credit card income 5,253 - - 160 5,413
Gain on settlement of acquired loans 9,043 - - - 9,043
Other operating income 8,512 27 37 368 (799)F 8,145
Securities gains, net 17,784 22 (278) 179 17,707
Total Noninterest Income 110,839 1,023 363 4,710 (799) 116,136
Noninterest Expense
Salaries and employee benefits 117,368 2,510 1,231 6,954 128,063
Occupancy expense, net 29,163 411 265 899 30,738
Equipment expense 14,190 453 85 851 15,579
Data processing expense 12,742 17 17 665 (658)F 12,783
Foreclosed property expense 24,852 244 - 3,685 28,781
Credit card expense 3,136 - - - 3,136
Other operating expense 111,996 1,935 884 4,469 (141)F 119,143
Total Noninterest Expense 313,447 5,570 2,482 17,523 (799) 338,223
Income (Loss) Before Minority Interests (141,872) 1,033 2,039 (528) 0 (139,328)
Less: Minority interest - - - 311 311
Income (Loss) Before Income Taxes,
Extraordinary Item and Cumulative Effect
of Accounting Change (141,872) 1,033 2,039 (839) 0 (139,639)
Income tax expense 1,087 163 478 - 1,728
Income (Loss) from Continuing Operations ($142,959) $870 $1,561 ($839) $0 ($141,367)
Pro Forma Weighted Average Common Shares 32,916,938 2,493,333 2,866,667 4,492,917 42,769,855
Pro Forma Income (Loss) Per Common Share
from Continuing Operations (G) ($4.34) ($3.31)
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
Year Ended December 31, 1990
FIRST PRO FORMA
BANCORP HIBERNIA
HIBERNIA OF LOUISIANA CORP. (WITH
Unaudited ($ in thousands, except per share data) CORPORATION INC. FIRST BANCORP)
<S> <C> <C> <C>
Interest Income
Interest and fees on loans $561,693 $5,314 $567,007
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 120,501 4,241 124,742
Obligations of states and political subdivisions 12,000 524 12,524
Trading account interest 106 - 106
Interest on time deposits in domestic banks 164 290 454
Interest on federal funds sold and securities
purchased under agreements to resell 5,041 513 5,554
Total Interest Income 699,505 10,882 710,387
Interest Expense
Interest on deposits 400,108 6,437 406,545
Interest on federal funds purchased and
securities sold under agreements to repurchase 30,139 46 30,185
Interest on debt and other 7,940 394 8,334
Total Interest Expense 438,187 6,877 445,064
Net Interest Income 261,318 4,005 265,323
Provision for possible loan losses 166,825 440 167,265
Net Interest Income After Provision for
Possible Loan Losses 94,493 3,565 98,058
Noninterest Income
Trust fees 13,834 5 13,839
Service charges on deposits 29,019 533 29,552
Other service, collection and exchange charges 18,942 413 19,355
Credit card income 22,910 11 22,921
Gain on settlement of acquired loans 20,924 - 20,924
Other operating income 12,099 - 12,099
Securities gains (losses), net 11,722 4 11,726
Total Noninterest Income 129,450 966 130,416
Noninterest Expense
Salaries and employee benefits 106,431 2,162 108,593
Occupancy expense, net 23,234 394 23,628
Equipment expense 11,777 205 11,982
Data processing expense 11,336 158 11,494
Foreclosed property expense 13,235 (201) 13,034
Credit card expense 13,655 - 13,655
Other operating expense 69,340 1,044 70,384
Total Noninterest Expense 249,008 3,762 252,770
Income (Loss) Before Minority Interests (25,065) 769 (24,296)
Less: Minority interest - - -
Income (Loss) Before Income Taxes (25,065) 769 (24,296)
Income tax expense (benefit) (14,070) 87 (13,983)
Net Income (Loss) from Continuing Operations ($10,995) $682 ($10,313)
Pro Forma Weighted Average Common Shares 27,453,340 4,800,000 32,253,340
Pro Forma Income (Loss) Per Common Share
from Continuing Operations (G) ($0.32)
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
Year Ended December 31, 1990
(cont.)
PRO FORMA FIRST TOTAL
HIBERNIA COMMERCIAL BASTROP CONTINENTAL PRO PRO FORMA
CORP. (WITH BANCSHARES, NATIONAL BANCSHARES, FORMA HIBERNIA
Unaudited ($ in thousands, except per share data) FIRST BANCORP INC. BANK INC. ADJ. CORPORATION
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $567,007 $8,238 $4,131 $29,015 $608,391
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 124,742 5,683 4,117 6,893 141,435
Obligations of states and political subdivisions 12,524 402 696 18 13,640
Trading account interest 106 - - - 106
Interest on time deposits in domestic banks 454 12 97 13 576
Interest on federal funds sold and securities
purchased under agreements to resell 5,554 514 735 987 7,790
Total Interest Income 710,387 14,849 9,776 36,926 771,938
Interest Expense
Interest on deposits 406,545 9,089 5,762 21,546 442,942
Interest on federal funds purchased and
securities sold under agreements to repurchase 30,185 - - 2,671 32,856
Interest on debt and other 8,334 843 23 1,461 10,661
Total Interest Expense 445,064 9,932 5,785 25,678 486,459
Net Interest Income 265,323 4,917 3,991 11,248 285,479
Provision for possible loan losses 167,265 1,310 86 3,101 171,762
Net Interest Income After Provision for
Possible Loan Losses 98,058 3,607 3,905 8,147 113,717
Noninterest Income
Trust fees 13,839 2 - 515 14,356
Service charges on deposits 29,552 740 415 2,612 33,319
Other service, collection and exchange charges 19,355 243 161 607 20,366
Credit card income 22,921 - - 130 23,051
Gain on settlement of acquired loans 20,924 - - - 20,924
Other operating income 12,099 161 7 211 (850)F 11,628
Securities gains (losses), net 11,726 (57) (396) (343) 10,930
Total Noninterest Income 130,416 1,089 187 3,732 (850) 134,574
Noninterest Expense
Salaries and employee benefits 108,593 2,739 1,209 6,559 119,100
Occupancy expense, net 23,628 441 318 1,074 25,461
Equipment expense 11,982 519 85 952 13,538
Data processing expense 11,494 14 45 745 (734)F 11,564
Foreclosed property expense 13,034 494 - 4,067 17,595
Credit card expense 13,655 - - - 13,655
Other operating expense 70,384 2,043 727 8,163 (116)F 81,201
Total Noninterest Expense 252,770 6,250 2,384 21,560 (850) 282,114
Income (Loss) Before Minority Interests (24,296) (1,554) 1,708 (9,681) 0 (33,823)
Less: Minority interest - - - 66 66
Income (Loss) Before Income Taxes (24,296) (1,554) 1,708 (9,747) 0 (33,889)
Income tax expense (benefit) (13,983) (687) 314 - (14,356)
Net Income (Loss) from Continuing Operations ($10,313) ($867) $1,394 ($9,747) $0 ($19,533)
Pro Forma Weighted Average Common Shares 32,253,340 2,493,333 2,866,667 4,492,917 42,106,257
Pro Forma Income (Loss) Per Common Share
from Continuing Operations (G) ($0.32) ($0.46)
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
PROPOSED MERGER
This section of the Proxy Statement-Prospectus describes
certain aspects of the Merger. The following description does not
purport to be complete and is qualified in its entirety by
reference to the Agreement, which is attached as Appendix A to this
Proxy Statement-Prospectus and is incorporated herein by reference.
All shareholders are urged to read the Agreement carefully and in
its entirety.
Background and Reasons for Merger
As a result of recent improvement in the Louisiana economy,
there has been a sharp increase in the level of interest in and the
number of acquisitions of financial institutions in Louisiana. One
of the responsibilities of the Board of Directors of First Bancorp
is to consider various strategic alternatives, including whether to
affiliate with a larger, more diversified financial organization,
as viable opportunities might arise.
In May 1993, another bank holding company unaffiliated with
First Bancorp or Hibernia contacted First Bancorp about a proposed
affiliation. Extensive discussions were held with this bank
holding company over the ensuing months. In October 1993, Hibernia
contacted representatives of First Bancorp and expressed a similar
interest in a proposed affiliation. After several meetings and
extensive negotiations, the Merger Agreement was executed on
November 4, 1993, which called for an exchange of Hibernia Common
Stock for all of the outstanding shares of First Bancorp in a tax-
free merger.
In determining that the Merger was in the best interests of
First Bancorp and its stockholders, the Board of Directors of First
Bancorp considered a numerous factors, including: (a) the
business, earnings and potential for future growth of First Bancorp
and Hibernia; (b) potential operational and managerial benefits
that could be derived from the Merger; (c) the consideration to be
received by First Bancorp stockholders in the Merger in relation to
the book value and earnings of First Bancorp; (d) the prices paid
for First Bancorp stock in the limited trades known to First
Bancorp management; (e) prices paid in similar merger transactions;
(f) the tax-free nature of the stock-for-stock exchange; (g) the
liquidity provided by holding shares of Hibernia which are traded
on the NYSE; and (h) the fairness opinion issued by Austin
Associates.
Based on the foregoing, the Board of Directors of First
Bancorp has unanimously approved the Agreement and believes that
the Merger is in the best interests of the shareholders, and
recommends that the shareholders vote FOR the Merger. The Board of
Directors has received from Austin Associates an opinion that the
terms of the Merger are fair, from a financial point of view, to
the common shareholders of First Bancorp. See "PROPOSED MERGER --
Opinion of Financial Advisor." First Bancorp's Board believes that
the Merger will provide significant value to all First Bancorp
shareholders and will enable them to participate in opportunities
for growth that First Bancorp's Board believes the Merger makes
possible.
Terms of the Merger
On the Effective Date, each outstanding share of First Bancorp
Common Stock (other than shares held by dissenting shareholders)
will be converted into the number of shares of Hibernia Common
Stock determined in accordance with the following formula: ($36.0
million divided by 237,676 (the number of outstanding shares of
First Bancorp Common Stock taking into account the issuance of
30,064 shares as a result of conversion of certain convertible
debentures)) divided by the Fair Market Value of Hibernia Common
Stock. The Fair Market Value of the Hibernia Common Stock will be
the average of the high and low trading prices of the stock for the
ten business days prior to the last trading day immediately
preceding the Closing Date. For example, if the Fair Market Value
of the Hibernia Common Stock is $7.50, each share of First Bancorp
Common Stock will be exchanged for _____ shares of Hibernia Common
Stock.
The Agreement also provides that the aggregate value of
Hibernia Common Stock to be exchanged for First Bancorp Common
Stock will be increased if the closing of the Merger does not occur
on or before March 31, 1994 and the book value of First Bancorp is
at least $15 million in each month after that date prior to the
Closing Date. In that event, the increase in value, to be paid in
shares of Hibernia Common Stock, will be the lesser of (i) the net
aggregate after-tax income of First Bancorp for each full month
ended after March 31, 1994 and prior to the Closing Date, and (ii)
$250,000.
The Agreement also provides for a minimum value of $10.00 per
share of Hibernia Common Stock in the event Hibernia enters into a
merger in which Hibernia is not the surviving entity or sells all
or substantially all of its assets prior to the Closing Date of the
Merger.
Upon the effectiveness of the Merger, the conversion of shares
of First Bancorp Common Stock to Hibernia Common Stock will be
automatic, and First Bancorp shareholders will automatically be
entitled to all of the rights and privileges afforded to Hibernia
shareholders as of such date.
For a discussion of the rights of dissenting shareholders, see
"PROPOSED MERGER -- Rights of Dissenting Shareholders."
Advice and Opinion of Financial Advisor
First Bancorp retained the financial institution consulting
firm of Austin Associates, Inc., Toledo, Ohio ("Austin
Associates"), as financial advisor in connection with the proposed
Merger. Prior to execution of the Agreement, Austin Associates
orally advised the Board of Directors that the terms of the Merger
provided fair consideration to First Bancorp shareholders. Austin
Associates subsequently delivered to the Board of Directors of
First Bancorp its written opinion dated ________, 1994 that, based
on the matters set forth therein, the terms of the Merger as
provided for in the Agreement are fair to First Bancorp's
stockholders from a financial point of view. A copy of Austin
Associates' opinion is set forth as Appendix B to this Proxy
Statement-Prospectus and should be read in its entirety.
Austin Associates, as part of its financial institution
consulting business, is routinely engaged in the valuation of banks
and other financial institutions and their securities in connection
with mergers and acquisitions and other transactions. First
Bancorp retained Austin Associates on the basis of its reputation
and its experience in evaluating financial institutions. In
addition, Austin Associates had performed consulting services for
First Bancorp in the past and was familiar with First Bancorp and
its operations. The terms of the Merger were negotiated between
the respective managements of First Bancorp and Hibernia. Austin
Associates did not participate in direct negotiations between the
parties.
In rendering its opinion, Austin Associates reviewed, among
other things: (1) this Proxy Statement-Prospectus; (2) the
financial statements of First Bancorp and Hibernia for the years
1990 through 1993; (3) certain other publicly available information
on First Bancorp and Hibernia; (4) publicly available information
regarding the performance of certain other companies whose business
activities were believed by Austin Associates to be generally
comparable to those of First Bancorp and Hibernia; (5) the
financial terms, to the extent publicly available, of certain
comparable transactions; and (6) conducted such other analysis and
reviewed such other information as Austin Associates deemed
relevant.
Austin Associates did not conduct a physical inspection of any
of the properties or assets of First Bancorp or Hibernia. Austin
Associates has assumed and relied upon the accuracy and
completeness of the financial and other information provided to it
or publicly available, has relied upon the representations and
warranties of First Bancorp and Hibernia made in the Agreement, and
has not independently attempted to verify any of such information.
Austin Associates has also assumed that the conditions to the
Merger as set forth in the Merger Agreement would be satisfied and
that the Merger would be consummated on a timely basis in the
manner contemplated by the Agreement. No limitations were imposed
by First Bancorp upon Austin Associates on the scope of its
investigation nor were any specific instructions given to Austin
Associates in connection with its fairness opinion.
For Austin Associates' services as financial advisor in the
proposed transaction, First Bancorp will pay Austin Associates fees
of $76,000, of which $25,000 will be paid for the issuance of the
fairness opinion. In addition, First Bancorp has agreed to
reimburse Austin Associates for reasonable out-of-pocket expenses
and indemnify Austin Associates against certain liabilities,
including liabilities under the securities laws.
Surrender of Certificates
As soon as practicable after the Effective Date, the transfer
agent of Hibernia, in its capacity as Exchange Agent, will mail all
non-dissenting shareholders of First Bancorp a letter of
transmittal, together with instructions for the exchange of their
First Bancorp Common Stock certificates for certificates
representing Hibernia Common Stock. Until so exchanged, each
certificate representing First Bancorp Common Stock outstanding
immediately prior to the Effective Date shall be deemed for all
purposes to evidence ownership of the number of shares of Hibernia
Common Stock into which such shares have been converted on the
Effective Date. Shareholders should not send their First Bancorp
Common Stock certificates for surrender until they receive further
instructions from the Exchange Agent.
Representations and Warranties; Conditions to the Merger; Waiver
The Agreement contains representations and warranties by First
Bancorp regarding, among other things, its organization, authority
to enter into the Agreement, capitalization, properties, financial
statements, pending and threatened litigation, contractual
obligations and contingent liabilities. The Agreement also
contains representations and warranties by Hibernia regarding,
among other things, its organization and authority to enter into
the Agreement, capitalization, financial statements and other
public reports. Except as otherwise provided in the Agreement,
these representations and warranties will not survive the Effective
Date.
The obligations of Hibernia and First Bancorp to consummate
the Merger and the Bank Merger are conditioned upon, among other
things, approval of the Agreement by First Bancorp's shareholders;
the receipt of necessary regulatory approvals, including the
approval of the OCC and the Federal Reserve without any materially
burdensome conditions; the receipt of an opinion to the effect that
the Merger, when consummated in accordance with the terms of the
Agreement, will constitute a reorganization within the meaning of
Section 368 of the Code and that, to the extent First Bancorp
Common Stock is exchanged for Hibernia Common Stock, First
Bancorp's shareholders will recognize no gain or loss for federal
income tax purposes with respect to such exchange; the
effectiveness under the Securities Act of a registration statement
relating to the Hibernia Common Stock to be issued in connection
with the Merger and the absence of a stop order suspending such
effectiveness; the absence of an order, decree or injunction
enjoining or prohibiting the consummation of the Merger and the
Bank Merger; the receipt of all required state securities law
permits or authorizations; the accuracy of the representations and
warranties set forth in the Agreement as of the Closing Date; the
listing of the Hibernia Common Stock to be issued in the Merger on
the NYSE; the receipt of certain opinions of counsel; in the case
of First Bancorp, the receipt of certain opinions of Austin
Associates and, in the case of Hibernia, the absence of an event
that would preclude the Merger from being accounted for as a
pooling-of-interests. In this regard, Hibernia may abandon the
Merger if First Bancorp shareholders holding more than 10% of the
outstanding First Bancorp Common Stock exercise and perfect
dissenters' rights.
Except with respect to any required shareholder or regulatory
approval, substantially all of the conditions to consummation of
the Merger may be waived at any time by the party for whose benefit
they were created, and the Agreement may be amended or supplemented
at any time by written agreement of the parties, except that no
such waiver, amendment or supplement executed after approval of the
Agreement by First Bancorp's shareholders may reduce the Exchange
Ratio.
Regulatory and Other Approvals
Hibernia is a registered bank holding company and as such is
regulated by the Federal Reserve Board. The approval of the
Federal Reserve Board of the Merger is required in order to
consummate the Merger, and the Merger must be consummated within 90
calendar days after such approval is obtained.
HNB is regulated by the OCC, and the Bank Merger consequently
must be approved by the OCC before it may be effected.
When the approval of the Federal Reserve and the OCC have been
obtained, First Bancorp and Hibernia must wait at least 30 days
prior to consummating the Merger. During this 30-day period, the
Department of Justice may object to the Merger on antitrust
grounds.
The shares of Hibernia Common Stock offered pursuant to the
Proxy Statement-Prospectus will be registered with the Securities
and Exchange Commission and the state securities regulators in
those states that require such registration. The shares will also
be listed on the NYSE.
The regulatory approvals sought in connection with the Merger
and the Bank Merger may be obtained or denied prior to or after the
Special Meeting. The vote on the Merger at the Special Meeting is
not dependent or conditioned upon receipt of any such approvals
prior to the Special Meeting. Even if the Merger is approved at
the Special Meeting, it may not be consummated thereafter. Failure
to receive the requisite regulatory approvals will result in a
termination of the Agreement.
Business Pending the Merger
Under the terms of the Agreement, neither First Bancorp nor
the Banks may, without the prior written consent of Hibernia or as
otherwise provided in the Agreement: (i) create or issue any
additional shares of capital stock or any options or other rights
to purchase or acquire shares of capital stock; (ii) enter into
employment contracts with directors, officers or employees or
otherwise agree to increase the compensation of or pay any bonus to
such persons except in accordance with existing policy; (iii) enter
into or substantially modify any employee benefits plans; (iv)
establish any automatic teller machines or branch or other banking
offices; (v) make any capital expenditure(s) in excess of $100,000;
(vi) merge with any other company or bank or liquidate or otherwise
dispose of its assets; or (vii) acquire another company or bank
(except in connection with foreclosures of bona fide loan
transactions). In addition, First Bancorp may not solicit bids or
other transactions that would result in a merger of First Bancorp
or the Banks with an entity other than Hibernia or HNB. First
Bancorp may pay normal and customary dividends prior to the Closing
Date.
Effective Date of the Merger; Termination
After all conditions to consummation of the Merger have been
satisfied or waived, the effective date shall be the date and time
that the Merger will become effective as of the date and time of
the issuance by the Louisiana Secretary of State of a certificate
of merger relating to the Merger (the "Effective Date").
Prior to the Effective Date, the Agreement may be terminated
by either party, whether before or after approval of the Agreement
and the Merger by First Bancorp's shareholders: (i) in the event
of a material breach by the other party of any representation,
warranty or covenant which has not been cured within the period
allowed by the Agreement; (ii) if any of the conditions precedent
to the obligations of such party to consummate the Merger have not
been satisfied, fulfilled or waived as of the Closing Date; (iii)
if any application for any required federal or state regulatory
approval has been denied, and the time for all appeals of such
denial has run; (iv) if the shareholders of First Bancorp fail to
approve the Merger at the Special Meeting; or (v) in the event that
the Merger is not consummated by September 30, 1994. The Agreement
also may be terminated at any time by the mutual consent of the
parties. In the event of termination, the Agreement becomes null
and void, except that certain provisions thereof relating to
expenses and confidentiality and the accuracy of information
provided for inclusion in the Registration Statement of which this
Prospectus is a part survive any such termination and any such
termination does not relieve any breaching party from liability for
any uncured breach of any covenant or agreement giving rise to such
termination.
Management and Operations After the Merger
On the Effective Date, First Bancorp will be merged with and
into Hibernia. Immediately thereafter, the Banks will merge with
and into HNB and the separate existences of First Bancorp and the
Banks will cease. The offices of the Banks will operate as branch
banking offices of HNB. The employees of the Banks on the
Effective Date will become employees of HNB as of the Effective
Date and will be employed on an "at will" basis thereafter, subject
to any existing employment agreements or similar contractual
obligations assumed by Hibernia.
The Boards of Directors of Hibernia and HNB following the
Merger shall consist of those persons serving as directors
immediately prior thereto. Certain information regarding the
directors of Hibernia elected at its annual meeting of shareholders
on April 27, 1993 is contained in documents incorporated herein by
reference. See "AVAILABLE INFORMATION." The directors of First
Bancorp and the Banks will resign their positions as directors as
of the Effective Date. Some of these directors may serve on an
advisory board of Hibernia after the Merger. See "PROPOSED MERGER
- -- Interests of Certain Persons in the Merger."
Certain Differences in Rights of Shareholders
If the shareholders of First Bancorp approve the Merger and
the Merger is subsequently consummated, all shareholders of First
Bancorp, other than any shareholders who exercise and perfect
dissenters' rights, will become shareholders of Hibernia. As
shareholders of Hibernia, their rights will be governed by and
subject to Hibernia's Articles of Incorporation and Bylaws, rather
than First Bancorp's Articles of Incorporation and Bylaws. The
following is a summary of the principal differences between the
rights of shareholders of First Bancorp and Hibernia not described
elsewhere in this Proxy Statement-Prospectus.
Liquidity of Stock. There currently is no ready market for
the shares of First Bancorp Common Stock, and such a market is not
likely to develop in the future. The shares of Hibernia Common
Stock that will be issued in the Merger will be registered under
applicable securities laws and may therefore be freely resold by
persons who are not "affiliates" of First Bancorp or Hibernia. In
addition, the Hibernia Common Stock is listed on the NYSE and
actively traded on that exchange. Current quotes of the market
price of Hibernia Common Stock are available from brokerage firms
and other securities professionals, as well as other sources, and
are published in major newspapers on a daily basis.
Preemptive Rights. Neither shareholders of Hibernia nor First
Bancorp have preemptive rights.
Removal of Directors. Shareholders of Hibernia may remove a
director for cause (defined as gross negligence or wilful
misconduct) by the vote of a majority of the total voting power and
may remove a director without cause by a vote of two-thirds of the
total voting power. One or more directors of First Bancorp may be
removed by the affirmative vote of 75% of the total power present
at a meeting called for that purpose.
Amendment of Articles and Bylaws. Hibernia's Articles of
Incorporation may be amended by a vote of a majority of the voting
power present at any meeting called for that purpose. The Articles
of Incorporation of First Bancorp may be amended by the affirmative
vote of two-thirds of the voting power present at a meeting called
for that purpose.
The Bylaws of Hibernia may be amended or repealed by a vote of
two-thirds of the total voting power outstanding or by a vote of
two-thirds of the "continuing directors" of the company, as defined
in the Bylaws. A "continuing director" for this purpose is
generally a director who was nominated for election by a majority
of the existing directors. The Bylaws of First Bancorp may be
amended by the affirmative vote of a majority of the voting power
present at any meeting called for that purpose.
Special Meetings of Shareholders. Special meetings of the
shareholders of Hibernia may be called by the Chairman of the
Board, the President, the Chief Executive Officer or the Treasurer
of Hibernia. In addition, shareholders holding one-fifth or more
of the total voting power of Hibernia may request a special meeting
of shareholders and, upon receipt of such request, the Secretary of
Hibernia is required to call a special meeting of the shareholders.
A special meeting of shareholders of First Bancorp may be called at
any time by the President, the Board of Directors, or the
Shareholders of not less than ten percent (10%) of all shares
entitled to vote at such meeting.
Shareholder Proposals. Hibernia's Bylaws contain certain
provisions expressly allowing shareholders to submit such proposal
and to nominate individuals for election as directors, under
certain circumstances and provided the shareholder complies with
all of the conditions set forth in those provisions.
Certain Transfer Restrictions Relating to 5-Percent
Shareholders. Article IX of Hibernia's Articles of Incorporation
restricts transfers of equity interests in the Hibernia under
certain circumstances. This restriction (the "5-Percent
Restriction") is intended to protect Hibernia from certain
transfers of equity interests which could have a material adverse
effect on Hibernia's ability to use certain tax benefits to reduce
its taxable income. Under the 5-Percent Restriction, if, before
December 29, 1995, a shareholder transfers or agrees to transfer
Hibernia stock or stock equivalents, the transfer will be
prohibited and void to the extent that it would result under
applicable Federal income tax rules in the identification of a new
"5-percent shareholder" of Hibernia or an increase in the
percentage stock ownership of any existing "5-percent shareholder"
is increased.
The 5-Percent Restriction does not apply to any transfer
which has been approved in advance by the Board of Directors of
Hibernia, or which is made in compliance with exceptions
established from time to time by resolution of the Board of
Directors. The Board of Directors may withhold its approval of a
transfer only if, in its judgment, the transfer may result in any
limitation on the use by Hibernia of its net operating loss
carryforwards or built-in tax losses or other tax attributes. The
Board of Directors may adopt further resolutions exempting
additional transfers from the 5-Percent Restriction.
The 5-Percent Restriction may adversely affect the
marketability of the Hibernia Common Stock by discouraging
potential investors from acquiring equity securities of Hibernia.
However, since its adoption in September 1992, the 5-Percent
Restriction does not appear to have had any such adverse affect on
the marketability of the Hibernia Common Stock.
While the 5-Percent Restriction may have the effect of
impeding a shareholder's attempt to acquire a significant or
controlling interest in Hibernia, the purpose of the 5-Percent
Restriction is to preserve the tax benefits of Hibernia's previous
losses, not to insulate management from change. Management of
Hibernia believes the tax benefits outweigh any anti-takeover
impact of the 5-Percent Restriction. Any anti-takeover effect of
the 5-Percent Restriction will end with the termination of the 5-
Percent Restriction on December 29, 1995.
Indemnification of Officers and Directors. Hibernia's
Articles of Incorporation provide for indemnification of officers
and directors of the company under the circumstances permitted by
Louisiana law. This indemnification provision requires
indemnification, except as prohibited by law, of officers and
directors of Hibernia or any of its wholly-owned subsidiaries
against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil or criminal, administrative or
investigative (including any action by or in the right of Hibernia)
by reason of the fact that the person served as an officer or
director of Hibernia or one of its subsidiaries. Officers and
directors may only be indemnified against expenses in cases brought
by the officer or director against Hibernia if the action is a
claim for indemnification, the officer or director prevails in the
action, or indemnification is included in any settlement or is
awarded by the court. The indemnification provision further
requires Hibernia to advance defense costs to officers and
directors in such suits and proceedings upon receipt of an
undertaking to repay such expenses unless it is ultimately
determined that the officer or director is entitled to
indemnification as authorized by the Article.
First Bancorp's Articles of Incorporation provide that First
Bancorp shall indemnify its directors, officers, employees, and
agents of the Corporation and may purchase and maintain liability
insurance for such persons as, and to the extent, permitted by
Louisiana law.
Interests of Certain Persons in the Merger
Indemnification of First Bancorp Directors. The terms of the
Merger include certain provisions that protect the officers and
directors of First Bancorp and the Banks from and against liability
for actions arising while they served in those capacities for First
Bancorp and/or the Banks. The Agreement provides for
indemnification of such persons to the same extent as they would
have been indemnified under the Articles of Incorporation and
Bylaws of Hibernia in effect on November 4, 1993, except that the
Agreement limits Hibernia's aggregate liability for such
indemnification to $12 million and requires each officer and
director eligible for such indemnification to execute a joinder
agreement in which such persons agree to cooperate with Hibernia in
any litigation or proceeding giving rise to a claim of
indemnification. The indemnification provisions of the Agreement
do not apply to claims of which such persons were aware or should
have been aware on or prior to the Closing Date as to which First
Bancorp's or either of the Banks' director and officer liability
insurance carrier was not notified prior to the Closing.
The Agreement also provides for indemnification of First
Bancorp's officers, directors and certain affiliates from and
against liability arising under the Securities Act or otherwise if
such liability arises out of or is based on an untrue statement or
omission of a material fact required to be stated therein or
necessary to make the statements made therein not misleading. This
indemnification does not apply to statements made in reliance on
information furnished to Hibernia by First Bancorp for use in the
Registration Statement, including this Proxy Statement-Prospectus.
Employment Agreements. Hibernia has executed, subject to
consummation of the Merger, employment agreements with J. Herbert
Boydstun, President of First Bancorp, and Malcolm E. Maddox,
President of FNB . In addition, SNB entered into an employment
agreement in November 1993 with John R. Ulmer, President of SNB,
which would be assumed by Hibernia if the Merger is consummated.
Each of these contracts provides for employment for a period of
three years after the date thereof and salaries at the levels
currently earned by those individuals, with annual salary increases
and bonuses based upon Hibernia's policies and the performance of
each individual. Mr. Boydstun's contract includes a minimum bonus
of $46,000, and Mr. Maddox's contract includes a minimum bonus of
$25,000. Each contract may be terminated for cause by Hibernia
without liability for further payments thereunder. The agreements
may also be terminated without cause by Hibernia or for "good
reason", as defined therein, by the individual, which termination
would require Hibernia to pay the individual the salary provide for
therein for the remainder of the unexpired term of the contract.
For purposes of these contracts, "good reason" is generally defined
as a material diminution or other adverse change in the duties and
responsibilities of the employee or requiring the employee to
relocate without his consent.
Advisory Board of Directors. If the Merger occurs, HNB is
considering the creation of an Advisory Board of Directors for the
Northeast Region. If the Advisory Board is created, the number and
identities of the persons who would serve on that Board has not
been determined, but the Board, if created, is likely to include
some members of the Board of Directors of the Banks. The function
and authority some of such a Board has not yet been determined. If
such a Board is created, the members of the Advisory Board would be
compensated for their attendance at each meeting of the board in an
amount that has not been determined but that is expected to be
comparable to the amounts currently paid to HNB's other advisory
boards.
Repurchase of SNB Shares. Pursuant to the terms of agreements
executed by directors of SNB in August 1993, the directors'
qualifying shares purchased by such directors will be repurchased
by SNB at the time the directors resign their positions. The
directors are expected to resign their positions on or before the
Closing Date. The amount to be paid to each director is $1,000
(the amount originally paid by the director for the shares) plus
interest at a rate of 8% per annum. For this purpose, interest
will be calculated from the date the director purchased the shares
through the date of his resignation from the SNB board of
directors. These agreements provide for such a repurchase
regardless of the reason for the director's resignation, and,
therefore, these amounts would be required to be paid in certain
circumstances even if the merger did not occur.
Certain Federal Income Tax Consequences
The following is a summary description of certain federal
income tax consequences of the Merger; it is not intended to be a
complete description of the federal income tax consequences of the
Merger. Tax laws are complex, and each shareholder's individual
circumstances may affect the tax consequences to such shareholder.
In addition, no information is provided with respect to the tax
consequences of the Merger under applicable state, local or other
tax laws. Each shareholder is therefore urged to consult a tax
advisor regarding the tax consequences of the Merger to him or her.
Consummation of the Merger is conditioned upon the receipt of
an opinion to the effect that the Merger, when consummated in
accordance with the terms of the Agreement will constitute a
reorganization within the meaning of Section 368 of the Code, and
that the exchange of First Bancorp Common Stock for Hibernia Common
Stock will not give rise to the recognition of gain or loss for
federal income tax purposes to First Bancorp's shareholders with
respect to such exchange. See "PROPOSED MERGER -- Representations
and Warranties; Conditions to the Merger; Waiver."
If the Merger constitutes a reorganization within the meaning
of Section 368 of the Code: (i) no gain or loss will be recognized
by First Bancorp, the Banks, Hibernia or HNB by reason of the
Merger; (ii) a shareholder of First Bancorp will not recognize any
gain or loss for federal income tax purposes to the extent Hibernia
Common Stock is received in the Merger in exchange for First
Bancorp Common Stock; (iii) the tax basis in the Hibernia Common
Stock received by a shareholder of First Bancorp will be the same
as the tax basis in the First Bancorp Common Stock surrendered in
exchange therefor; and (iv) the holding period, for federal income
tax purposes, for Hibernia Common Stock received in exchange for
First Bancorp Common Stock will include the period during which the
shareholder held the First Bancorp Common Stock surrendered in the
exchange, provided that the First Bancorp Common Stock was held as
a capital asset at the Effective Date.
The Louisiana income tax treatment to the shareholders of
First Bancorp should be substantially the same as the federal
income tax treatment to the shareholders of First Bancorp described
above. Shareholders residing in states other than Louisiana are
encouraged to consult their tax advisors regarding the state income
tax implications of the Merger to them.
The parties have received the opinion of Ernst & Young,
certified public accountants, as to the matters described in this
section, a copy of which is attached hereto as Appendix D. As
noted in the opinion, the opinion is based upon certain
representations and assumptions described therein. Shareholders of
First Bancorp are urged to review the full text of the opinion of
Ernst & Young attached hereto as Appendix D with regard to the tax
consequences of the Merger to them.
For information regarding the federal income tax consequences
of cash payments received by dissenting shareholders, see "PROPOSED
MERGER -- Rights of Dissenting Shareholders."
Resale of Hibernia Common Stock
The shares of Hibernia Common Stock issuable to shareholders
of First Bancorp upon consummation of the Merger have been
registered under the Securities Act. It is a condition to closing
of the Merger that all shares of Hibernia Common Stock issued in
connection with the Merger be approved for listing, upon official
notice of issuance, on the NYSE. Such shares may be traded freely
by those shareholders not deemed to be affiliates of First Bancorp
as that term is defined under the Securities Act. The term
"affiliate" generally means each person who controls, or is a
member of a group that controls, or who is under common control
with, First Bancorp, and for purposes hereof could be deemed to
include all executive officers, directors and 10% shareholders of
First Bancorp.
Hibernia Common Stock received and beneficially owned by those
shareholders who are deemed to be affiliates of First Bancorp may
be resold without registration as provided by Rule 145, or as
otherwise permitted, under the Securities Act. Such affiliates,
provided they are not affiliates of Hibernia Corporation, may
publicly resell Hibernia Common Stock received by them in the
Merger subject to certain limitations, principally as to the manner
of sale, during the two years following the Effective Date. After
the two-year period, such affiliates may resell their shares
without restriction. In addition, shares of Hibernia Common Stock
issued to affiliates of First Bancorp in the Merger will not be
transferable until financial statements pertaining to at least 30
days of post-Merger combined operations of Hibernia and First
Bancorp have been published, in order to satisfy certain
requirements of the Commission relating to pooling-of-interests
accounting treatment.
The Agreement provides that First Bancorp will use its best
efforts to identify those persons who may be deemed to be
affiliates of First Bancorp and to cause each person so identified
to deliver to Hibernia a written agreement providing that such
person will not dispose of First Bancorp Common Stock or Hibernia
Common Stock received in the Merger except in compliance with the
Securities Act, the rules and regulations promulgated thereunder
and the Commission's rules relating to pooling-of-interests
accounting treatment.
Rights of Dissenting Shareholders
Each First Bancorp shareholder who objects to the Merger is
entitled to the rights and remedies of dissenting shareholders
provided in Louisiana Revised Statutes Section 12: 131 of the
Louisiana Business Corporation Law, as amended ("LBCL"), a copy of
which is set forth as Appendix E hereto.
Section 131 requires that shareholders of Louisiana companies
who vote against a merger have the right to dissent if the merger
is authorized by less than 80% of the total voting power of the
company. In order to so dissent, the shareholder must file with
the corporation a written objection to the merger, which objection
must be filed with the corporation prior to the date of the meeting
at which the vote is taken. In addition, the shareholder must vote
against the merger at the meeting. If the merger is approved by
less than eighty percent of the total voting power of the company,
the company must provide by registered mail notice of such vote to
shareholders who filed a written objection and voted against the
merger. A dissenting shareholder may then file with the company a
written demand for the fair cash value of his shares as of the date
before the vote was taken. The demand must be made within twenty
days of the mailing of the notice from the company and must include
the fair value being requested by the dissenting shareholder. The
shareholder must also include in the demand a post office address
to which the company's reply may be sent and must deposit his
shares in escrow at a bank, duly endorsed and transferred to the
company on the sole condition that the fair value be paid. If the
company does not agree with the fair value requested by the
dissenting shareholder, it must notify the shareholder within
twenty days after receipt of the shareholder's demand and state in
such notice the value it is willing to pay for the shares. If a
disagreement continues over the fair value, the LBCL provides a
method for determination of fair value by a district court in the
parish in which the corporation (if it still exists) or the merged
corporation has its registered office.
The amount received by a dissenting shareholder may be more or
less than, or equal to, the value of the Hibernia Common Stock
received by other First Bancorp shareholders in the Merger.
Shareholders who file a demand for payment of fair value cease
to have any rights as shareholders of the company thereafter.
Also, shareholders may withdraw their demand at any time before the
company gives notice of disagreement. Withdrawal of a demand
thereafter requires the written consent of the company in order to
be effective.
Each step must be taken in strict compliance with the
applicable provisions of the statute in order for holders of First
Bancorp Common Stock to perfect dissenters' rights.
Cash received by a dissenting shareholder of First Bancorp in
exchange for his or her First Bancorp stock should be treated as
having been received by such shareholder as a distribution in
redemption of his or her stock, subject to the provisions and
limitations of Section 302 of the Code. If, as a result of such
distribution, a shareholder owns no stock either directly or
through the application of Section 318(a) of the Code, the
redemption should be a complete termination of interest within the
meaning of Section 302(b)(3) of the Code and such cash will be
treated as a distribution in full payment in exchange for his or
her stock, as provided by Section 302(a) of the Code. The
Louisiana income tax treatment to dissenting shareholders of First
Bancorp will be substantially the same as the federal income tax
treatment to such shareholders. Shareholders residing outside of
Louisiana should consult their tax advisors as to the state income
tax consequences of exercising dissenters' rights.
Dividend Reinvestment Plan
Hibernia Corporation maintains a Dividend Reinvestment Plan
through which shareholders of Hibernia who participate in the plan
may reinvest dividends in Hibernia Common Stock. Shares are
purchased for participants in the plan at their market value as
determined by the market price of the stock as listed on the NYSE.
The plan also permits participants to purchase additional shares
with cash at the then-current market price. All shares purchased
through the plan are held in a separate account for each
participant maintained by Hibernia's transfer agent. Shareholders
who participate in the Dividend Reinvestment Plan purchase shares
through the plan without paying brokerage commissions or other
costs ordinarily associated with open market purchases of stock.
It is anticipated that the Dividend Reinvestment Plan will continue
after the Effective Date and that shareholders of First Bancorp who
become shareholders of Hibernia will have the same opportunity to
participate in the plan as other shareholders of Hibernia.
Accounting Treatment
It is anticipated that the Merger will be accounted for as a
"pooling-of-interests" transaction. In order for the merger to
qualify for pooling-of-interests accounting treatment, 90% or more
of the outstanding First Bancorp Common Stock must be exchanged for
Hibernia Common Stock. If holders of more than 10% of the
outstanding First Bancorp Common Stock exercise and perfect
dissenters' rights, the Merger will not qualify for pooling-of-
interest accounting. Also, in order for the pooling-of-interests
accounting method to apply, "affiliates" of First Bancorp cannot
reduce their holdings of Hibernia Common Stock received in the
Merger for a period beginning 30 days prior to the Effective Date
and ending upon the publication of at least 30 days of post-Merger
combined operations of First Bancorp and Hibernia. Persons
believed by First Bancorp to be "affiliates" have agreed to comply
with these restrictions.
First Bancorp has agreed to use its best efforts to permit the
transaction to be accounted for as a pooling-of-interests.
Hibernia is not obligated to consummate the Merger if the Merger
does not qualify for pooling-of-interests accounting treatment.
<PAGE>
CERTAIN REGULATORY CONSIDERATIONS
General
As a bank holding company, Hibernia is subject to the
regulation and supervision of the Federal Reserve Board. Under the
Band Holding Company Act of 1956 (the "BHCA"), bank holding
companies may not directly or indirectly acquire the ownership or
control of more than 5% of the voting shares or substantially all
of the assets of any company, including a bank, without the prior
approval of the Federal Reserve Board. In addition, bank holding
companies are generally prohibited from engaging under the BHCA in
nonbanking activities, subject to certain exceptions.
Hibernia's banking subsidiary, Hibernia National Bank, is
subject to supervision and examination by applicable federal and
state banking agencies. HNB is a national banking association
subject to the regulation and supervision of the Comptroller of the
Currency (the "Comptroller"). HNB is also subject to various
requirements and restrictions under federal and state law,
including requirements to maintain reserves against deposits,
restrictions on the types and amounts of loans that may be granted
and the interest that may be charged thereon and limitations on the
types of investments that may be made and the types of services
that may offered. Various consumer laws and regulations also
affect the operations of HNB. In addition to the impact of
regulation, commercial banks are affected significantly by the
actions of the Federal Reserve Board as it attempts to control the
money supply and credit availability in order to influence the
economy.
Payment of Dividends
As a result of a debt restructuring and a shareholder rights
offering by Hibernia in 1992, it has substantial capital in excess
of its needs for capital. Consequently, although Hibernia would
ordinarily depend upon payment of dividends by HNB in order to pay
dividends to its shareholders, it does not currently depend upon
HNB dividends for the sources of its dividends to shareholders. In
the event its capital position changes or management determines to
preserve holding company capital for other purposes, Hibernia would
derive substantially all of its income from the payment of
dividends by HNB, and its ability to pay dividends would be
affected by the ability of HNB to pay dividends. HNB is subject to
various statutory restrictions on its ability to pay dividends to
Hibernia. Under such restrictions, the amount available for
payment of dividends to Hibernia by HNB was approximately $61
million at September 30, 1993. In addition, the OCC has the
authority to prohibit any national bank from engaging in an unsafe
or unsound practice, and the OCC has indicated its view that it
generally would be an unsafe and unsound practice to pay dividends
except out of current operating earnings. The ability of HNB to
pay dividends in the future is presently, and could be further,
influenced by bank regulatory policies or agreements and by capital
guidelines. Additional information in this regard is contained in
documents incorporated by reference herein. See "AVAILABLE
INFORMATION."
In addition, consistent with its policy regarding bank holding
companies serving as a source of strength for their subsidiary
banks, the Federal Reserve Board has stated that, as a matter of
prudent banking, a bank holding company generally should not
maintain a rate of cash dividends unless its net income available
to common stockholders has been sufficient to fully fund the
dividends, and the prospective rate of earnings retention appears
to be consistent with the holding company's capital needs, asset
quality and overall financial conditions.
Restrictions on Extensions of Credit
HNB is subject to restrictions imposed by federal law on the
ability of any national bank to extend credit to affiliates,
including Hibernia, to purchase the assets thereof, to issue a
guarantee, acceptance or letter of credit on their behalf
(including an endorsement or standby letter of credit) or to
purchase or invest in the stock or securities thereof or to take
such stock or securities as collateral for loans to any borrower.
Such extensions of credit and issuances generally must be secured
by eligible collateral and are generally limited to 15% of HNB's
capital and surplus.
CERTAIN INFORMATION CONCERNING FIRST BANCORP
Description of Business
General. First Bancorp is a registered bank holding company
headquartered in West Monroe, Louisiana that was incorporated under
the laws of Louisiana in 1987. First Bancorp engages in the
banking business through its subsidiaries, FNB West Monrow and SNB.
As of December 31, 1993, First Bancorp's consolidated assets were
equal to $225 million, and the Banks had aggregate deposits of $200
million as of that date.
FNB West Monroe is located in Ouachita Parish, Louisiana
(which Parish has approximately 142,000 residents) and operates its
main office and seven additional branch offices in West Monroe,
Calhoun and Monroe, Louisiana. As of December 31, 1993, FNB West
Monroe had total assets of approximately $159 million and deposits
of approximately $139 million. In 1993 First Bancorp acquired SNB,
which is located in Madison Parish, Louisiana (a parish of
approixmately 12,000 residents). SNB had total assets of
approximately $66 million and total deposits of approximately $60
million as of December 31, 1993. SNB operates a single office.
The Banks provide a wide range of retail banking services,
including checking and savings accounts; certificates of deposit;
individual retirement accounts; commercial, real estate, consumer
and agricultural loans; and safe deposit boxes.
There is no individual customer or group of customers, the
loss of which would have a material adverse effect on the
operations of the Banks. No significant portion of the Banks'
loans is concentrated within a single industry or group of related
industries.
Properties. FNB West Monroe operates in each locations, and
SNB operates in one location. Each of the properties on which
branches or offices of the Banks are located are owned by First
Bancorp or the Banks or operated under leases with third parties,
the terms of which are fair to the Banks and provide for rent in
amounts that do not exceed the rates charged for similar properties
to other entities in the relevant markets.
Employees. FNB West Monroe had 85 employees as of December
31, 1993, and SNB had 29 employees as of that date. First Bancorp
has no employees that are not otherwise employed by one of the
Banks.
Competitive Conditions. The principal markets in which First
Bancorp competes are Ouachita and Madison Parishes. For deposits
and loan, First Bancorp competes with other banks, savings
institutions, credit unions, finance companies, insurance
companies, governmental agencies and other financial institutions.
Ownership of First Bancorp Common Stock and Dividends
Market Prices. As of the Record Date, there were 207,612
shares of First Bancorp Common Stock outstanding and approximately
189 shareholders of record of such shares. There is no established
trading market for First Bancorp Common Stock, and it has been
subject to only limited trading. The shares are not listed on any
exchange or quoted on any automated quotation system, and no
institution makes a market in the stock. The following table sets
forth sales prices for shares of First Bancorp Common Stock, of
which First Bancorp's management is aware, occurring since January
1, 1992. The prices are based on the best knowledge of First
Bancorp's management, are not necessarily indicative of the fair
market value of the shares at the time of the trade, and may not
reflect all trades or the prices of those trades.
Approximate
Date of
Transaction Number of Shares Price Per Share
02/19/92 14 $23.75*
02/19/92 1,472 $16.02*
03/10/92 1,001 $23.75*
03/26/92 454 $23.75*
04/21/92 104 $23.75*
05/06/92 11,812 $25.55*
05/28/92 125 $23.75
05/28/92 175 $23.75
06/08/92 45 $23.75*
06/12/92 7,007 $26.61**
06/25/92 717 $26.61**
11/04/92 63 $15.87
11/04/92 63 $23.75
11/06/92 471 $23.75*
03/10/93 200 $23.75
03/10/93 200 $23.75
04/16/93 38 $23.75
04/16/93 38 $23.75
04/22/93 195 $25.00
05/06/93 11,813 $25.04*
06/09/93 1,536 $34.66**
09/23/93 449 Unknown
________________
* Denotes purchase by First Bancorp
** Denotes purchase by First Bancorp from the First Bancorp ESOP
The proposed Merger was first publicly announced on November
4, 1993. The most recent sale of First Bancorp Common Stock of
which First Bancorp's management is aware before that date occurred
on or about September 23, 1993 for a total of 449 shares, the sale
price of which is not known to First Bancorp.
Ownership of Principal Shareholders. Except for the First
Bancorp Common Stock, First Bancorp has no other class of voting
securities issued or outstanding. The following table provides
information concerning persons known to First Bancorp to be
beneficial owners, directly or indirectly, of more than 5% of the
outstanding shares of First Bancorp Common Stock, as of the Record
Date. Except as set forth below, no person is known by First
Bancorp as of such date to be the beneficial owner of more than 5%
of the outstanding voting securities of First Bancorp. Unless
otherwise noted, the named persons have sole voting and investment
power with respect to the shares indicated.
Name Number of Shares % of Class
Louise G. Leigh 17,676 8.51%
J. Herbert Boydstun 20,956(1) 10.09%
Robert P. McLeod 12,792 6.16%
The foregoing table assumes that none of the debentures which
are convertible into First Bancorp Common Stock are converted. See
"PROPOSED MERGER -- Vote Required." The following tables shows the
holdings of First Bancorp's principal shareholders assuming all of
the debentures are fully converted prior to the Record Date.
Name Number of Shares % of Class
Louise G. Leigh 17,676 7.44%
J. Herbert Boydstun 26,593(2) 11.19%
Robert P. McLeod 18,429 7.75%
_____________________
(1) Includes 6,112 shares held in the ESOP for Mr. Boydstun's
account, which he is entitled to vote in the Merger.
2) Includes 6,112 shares held in the ESOP for Mr. Boydstun's
account, which he is entitled to vote in the Merger.
Ownership of Directors and Executive Officers of First
Bancorp. The following table provides information concerning the
shares of First Bancorp Common Stock beneficially owned, directly
or indirectly, by each director and executive officer of First
Bancorp, and all directors and executive officers as a group, as of
the Record Date. Unless otherwise noted, the named persons have
sole voting and investment power with respect to the shares
indicated.
Name Number of Shares % of Class
J. Herbert Boydstun 20,956(1) 10.09%
R. L. Davis, Jr. 3,258(2) 1.57%
Dave Norris 292 *
Patrick L. Spencer 3,925(3) 1.89%
All directors and
executive officers
as a group 28,431 13.69%
_________
* Less than 1%.
The foregoing table assumes that none of the debentures that
are convertible into First Bancorp Common Stock are converted prior
to the Record Date. See "PROPOSED MERGER -- Vote Required." The
following tables shows the ownership of First Bancorp Common Stock
by directors and executive officers assuming that all of the
convertible debentures are converted prior to the Record Date.
____________________
(1) Includes 6,112 shares held by the ESOP for Mr. Boydstun's
account which Mr. Boydstun will vote in the Merger.
(2) Includes 149 shares held by Mr. Davis' wife.
(3) Includes 3,555 shares held by the ESOP for Mr. Spencer's
account which Mr. Spencer may vote in the Merger.
Name Number of Shares % of Class
J. Herbert Boydstun 26,593(4) 11.19%
R. L. Davis, Jr. 8,895(5) 3.74%
Dave Norris 292 *
Patrick L. Spencer 9,562 4.02%
All directors and
executive officers
as a group 45,342(6) 19.08%
____________________
(4) Includes 6,112 shares held by the ESOP for Mr. Boydstun's
account which Mr. Boydstun will vote in the Merger.
(5) Includes 149 shares held by Mr. Davis' wife.
(6) Includes 3,555 shares held by the ESOP for Mr. Spencer's
account which Mr. Spencer may vote in the Merger.
Dividends. First Bancorp has paid dividends to its
shareholders in each of the last three fiscal years, including a
dividends of $.35 per share in 1991, a dividends of $.50 per share
in 1992 and a dividend of $1.00 per share in 1993.
First Bancorp's ability to pay dividends is dependent upon the
earnings and financial condition of the Banks, since substantially
all of the funds used by First Bancorp to pay dividends are derived
from dividends paid by the Banks to First Bancorp. Dividend
payments by the Banks are subject to certain regulatory
restrictions.
RELATIONSHIP WITH INDEPENDENT AUDITORS
First Bancorp has appointed KPMG Peat Marwick, Certified
Public Accountants, as independent auditors for the fiscal year
ending December 31, 1993. KPMG Peat Marwick has continuously
served as the independent auditors for First Bancorp since 1987.
A representative of KPMG Peat Marwick is expected to be present at
the Special Meeting of First Bancorp's shareholders, will have an
opportunity to make a statement if he desires and will be available
to respond to appropriate questions.
VALIDITY OF SHARES
The validity of the shares of Common Stock offered hereby has
been passed upon for Hibernia by Patricia C. Meringer, Associate
Counsel and Secretary of Hibernia. As of the date of this
prospectus, Ms. Meringer owned no shares of Hibernia Common Stock
and held options to purchase 8,000 shares of Hibernia Common Stock,
which options are not currently exercisable.
EXPERTS
The consolidated financial statements of Hibernia incorporated in
this Prospectus by reference from Hibernia's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992, have been audited by Ernst
& Young, independent auditors, as set forth in their report thereon
incorporated herein by reference in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of First Bancorp for the
fiscal yars ended December 31, 1992, 1991 and 1990 contained in
this Proxy Statement-Prospectus have been audited by KPMG Peat
Marwick, certified public accountants, as set forth in their report
thereon contained threin, and have been included herein in
reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
<PAGE>
FIRST BANCORP OF LOUISIANA, INC.
AND SUBSIDIARY
Consolidated Financial Statements
December 31, 1992 and 1991
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
The Board of Directors
First Bancorp of Louisiana, Inc.:
We have audited the accompanying consolidated balance sheets of
First Bancorp of Louisiana, Inc. and Subsidiary as of December 31,
1992 and 1991, and the related consolidated statements of income,
stockholders' equity, and cash flows for the years then ended.
These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an
opinion on these consolidated 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 consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of First Bancorp of Louisiana, Inc. and Subsidiary at
December 31, 1992 and 1991, and the results of their operations and
their cash flows for the years then ended, in conformity with
generally accepted accounting principles.
February 12, 1993
<PAGE>
<TABLE>
<CAPTION>
FIRST BANCORP OF LOUISIANA, INC. AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1992 and 1991
Assets 1992 1991
<S> <C> <C>
Cash and due from banks $ 11,815,310 15,211,415
Federal funds sold and other temporary
investments 825,000 5,015,000
Interest-bearing deposits with financial
institutions 1,077,474 2,138,000
Investment securities 69,215,516 65,048,163
Loans, net 69,563,468 59,908,098
Premises and equipment, net 1,640,299 1,092,136
Accrued interest receivable 1,518,937 1,610,990
Other assets 899,659 567,974
____________ ___________
$156,555,663 150,591,776
============ ===========
Liabilities and Stockholders' Equity
Deposits:
Demand, noninterest-bearing $ 26,975,743 27,538,669
Money market and NOW accounts 33,391,507 26,258,099
Savings 11,772,828 9,379,603
Time 68,654,612 72,574,272
___________ ___________
Total deposits 140,794,690 135,750,643
Notes payable 2,452,487 3,087,607
Accrued interest payable 350,295 906,087
Securities sold under agreements to repurchase 1,700,513 1,218,948
Other liabilities 309,752 364,896
___________ ___________
Total liabilities 145,607,737 141,328,181
___________ ___________
Stockholders' equity:
Common stock, par value $5 per share.
1,000,000 shares authorized; 272,700 shares
issued 1,363,500 1,363,500
Capital surplus 6,743,622 6,743,622
Retained earnings 5,020,586 3,185,882
Treasury stock, 63,552 and 52,267 shares
in 1992 and 1991, respectively, at cost (1,585,463) (1,309,970)
Employee Stock Ownership Plan commitment (594,319) (719,439)
___________ ___________
Total stockholders' equity 10,947,926 9,263,595
Commitments and contingent liabilities
____________ ___________
$156,555,663 150,591,776
============ ===========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FIRST BANCORP OF LOUISIANA, INC. AND SUBSIDIARY
Consolidated Statements of Income
Years ended December 31, 1992 and 1991
1992 1991
<S> <C> <C>
Interest income:
Loans $ 6,286,019 5,845,228
Investment securities:
U.S. government and agency obligations 2,472,422 2,523,581
Mortgage-backed 1,668,749 1,587,823
Obligations of states and political
subdivisions 555,133 573,989
Other 798,813 631,160
Deposits with financial institutions 131,584 323,943
Federal funds sold and other 146,539 385,977
__________ __________
Total interest income 12,059,259 11,871,701
__________ __________
Interest expense:
Deposits:
Time 3,400,329 4,985,181
Money market and NOW accounts 975,395 1,163,020
Savings 361,915 431,118
Notes payable 185,786 318,789
Other 69,056 74,244
_________ _________
Total interest expense 4,992,481 6,972,352
_________ _________
Net interest income 7,066,778 4,899,349
Provision for loan losses 710,000 432,000
_________ _________
Net interest income after provision
for loan losses 6,356,778 4,467,349
_________ _________
Other operating income:
Customer service charges 660,966 604,577
Investment securities gains (losses), net 59,527 (17,972)
Other real estate gains, net 63,226 26,475
Other charges and commissions 536,824 581,067
_________ _________
Total other operating income 1,320,540 1,194,147
_________ _________
Other operating expenses:
Salaries and employee benefits 2,403,749 2,194,554
Occupancy and equipment 941,884 588,902
Other operating expenses 1,788,475 1,535,132
_________ _________
Total other operating expenses 5,134,108 4,318,588
_________ _________
Income before income tax expense 2,543,210 1,342,908
Income tax expense 597,789 304,888
_________ _________
Net income $ 1,945,421 1,038,020
========= =========
Net income per share:
Average common shares outstanding $ 9.11 4.67
========= =========
Average common shares outstanding assuming
full dilution $ 8.15 4.18
========= =========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FIRST BANCORP OF LOUISIANA, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
Years ended December 31, 1992 and 1991
Employee
Stock Total
Ownership Stock-
Common Capital Retained Treasury Plan holders'
Stock Surplus Earnings Stock Commitment Equity
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1990 1,363,500 6,743,622 2,237,445 (1,228,654) (825,254) 8,290,659
Purchase of 3,878 shares of
common stock as treasury
stock _ _ _ (93,718) _ (93,718)
Cash dividends declared _ _ (89,583) 12,402 _ (77,181)
Reduction of commitment to
ESOP _ _ _ _ 105,815 105,815
Net income _ _ 1,038,020 _ _ 1,038,020
_________ _________ _________ ___________ _________ _________
Balances at December 31, 1991 1,363,500 6,743,622 3,185,882 (1,309,970) (719,439) 9,263,595
Purchase of 11,285 shares of
common stock as treasury
stock _ _ _ (281,400) _ (281,400)
Cash dividends declared _ _ (110,717) 5,907 _ (104,810)
Reduction of commitment to
ESOP _ _ _ _ 125,120 125,120
Net income _ _ 1,945,421 _ _ 1,945,421
__________ _________ _________ __________ _________ __________
Balances at December 31, 1992 $1,363,500 6,743,622 5,020,586 (1,585,463) (594,319) 10,947,926
========== ========= ========= =========== ========= ==========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
FIRST BANCORP OF LOUISIANA, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Years ended December 31, 1992 and 1991
1992 1991
Operating activities:
Net income $ 1,945,421 1,038,020
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 710,000 432,000
Provision for depreciation and amortization 453,101 273,117
Net amortization of investment securities 44,834 1,617
Deferred income tax benefit (376,239) (40,403)
Loss (gain) on sales of investment securities (59,527) 17,972
Gains on sales of premises and equipment
and other assets (64,403) (31,281)
Decrease in accrued interest receivable 92,053 58,756
Increase in other assets (10,632) (44,401)
Decrease in accrued interest payable (555,792) (10,889)
Increase (decrease) in other liabilities (55,144) 202,116
___________ __________
Net cash provided by operating activities 2,123,672 1,896,624
___________ __________
Investing activities:
Net decrease in interest-bearing deposits with
financial institutions 1,060,526 2,272,000
Proceeds from sales of investment securities 2,193,324 482,028
Proceeds from maturities and principal
paydowns of investment securities 14,611,400 9,783,826
Purchases of investment securities (20,957,384) (17,601,250)
Purchases of loans _ (4,273,050)
Net increase in loans (10,526,270) (7,203,051)
Proceeds from sales of premises and equipment
and other assets 290,489 180,479
Purchases of premises and equipment (1,011,264) (99,068)
___________ ___________
Net cash used by investing activities (14,339,179) (16,458,086)
___________ ___________
Financing activities:
Net increase in deposits 5,044,047 21,584,755
Net (decrease) increase in obligations under
repurchase agreements 481,565 (186,600)
Cash dividends paid (104,810) (77,181)
Payments to acquire treasury stock (281,400) (93,718)
Proceeds from refinancing of notes payable 850,000 2,048,168
Payments on notes payable (1,360,000) (2,908,168)
__________ __________
Net cash provided by financing activities 4,629,402 20,367,256
__________ __________
Increase (decrease) in cash and cash equivalents (7,586,105) 5,805,794
Cash and cash equivalents at beginning of year 20,226,415 14,420,621
__________ __________
Cash and cash equivalents at end of year $12,640,310 20,226,415
========== ==========
See accompanying notes to consolidated financial statements.
<PAGE>
FIRST BANCORP OF LOUISIANA, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1992 and 1991
(1) Business and Summary of Significant Accounting Policies
Business _ First Bancorp of Louisiana, Inc. ("First Bancorp")
was incorporated under the laws of the State of Louisiana as
a one-bank holding company for the purpose of acquiring 100%
of the outstanding stock of First National Bank of West
Monroe (the "Bank"). The Bank is the principal asset and
primary source of revenue for First Bancorp.
First Bancorp, through the Bank, provides a full range of
banking services to individual and corporate customers in
northeast Louisiana. First Bancorp and the Bank are subject
to regulations of certain federal agencies and undergo
periodic examinations by those regulatory authorities.
Principles of Consolidation and Basis of Presentation _ The
consolidated financial statements include the results of
operations of First Bancorp and the Bank and its subsidiary,
First National Computer Center, Inc. All significant
intercompany balances and transactions have been eliminated
in consolidation.
The consolidated financial statements have been prepared in
conformity with generally accepted accounting principles. In
preparing the consolidated financial statements, management
is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of the date of
the balance sheet and income and expenses for the period.
Material estimates that are particularly susceptible to
significant change relate to the determination of the
allowance for loan losses and the valuation of other real
estate acquired in connection with foreclosures or in
satisfaction of loans. In connection with the determination
of the allowances for loan losses and the valuation of other
real estate, management obtains independent appraisals for
significant properties.
Cash and Cash Equivalents _ For purposes of reporting cash
flows, cash and cash equivalents include cash on hand,
amounts due from banks, repurchase agreements, and federal
funds sold. Generally, repurchase agreements and federal
funds are sold for one-day periods.
Investment Securities _ Investment securities are carried at
cost adjusted for accretion of discount and amortization of
premium on a constant yield basis to maturity. Gains or
losses on the sale of investment securities are based upon
the adjusted cost of the specific security sold.
All investments in debt securities held by the Bank are
classified in the accompanying financial statements as
investment securities based on management's ability and
intention to hold such securities for the foreseeable future.
The amortization of premiums and discounts on mortgage-backed
securities and collateralized mortgage obligations are
periodically adjusted to reflect the actual prepayment
experience on the underlying mortgage loans.
Loans _ Loans are stated at the principal amount outstanding
with appropriate reduction for unearned discount and the
allowance for loan losses.
Interest on commercial, real estate, and most installment
loans is accrued as earned. Interest on other installment
loans is deferred and recognized under the sum-of-the-digits
method, which generally results in level rates of return on
principal balances outstanding. Accrual of interest is
discontinued on a loan when management believes, after
considering economic and business conditions and collection
efforts, that the borrower's financial condition is such that
the collection of interest is uncertain. Normally, loans are
reviewed for placement in a noninterest-accruing status when
the principal or interest has been billed and uncollected for
a period of ninety days. Generally, when a loan is placed on
nonaccrual status, any interest previously accrued but not
collected is reversed unless the collateral for the loan is
sufficient to cover the accrued interest or a guarantor
assures payment of interest.
Allowance for Loan Losses _ The allowance for loan losses is
maintained at a level believed adequate by management to
absorb potential loan losses. Management's determination of
the adequacy of the allowance is based on an evaluation of
the relative risks inherent in the loan portfolio, taking
into consideration the nature, volume, and quality of the
portfolio, specific problem loans, past credit loss
experience, current and future economic conditions, results
of internal review procedures, and other relevant factors.
The provision for loan losses is charged to expense and loans
charged off, net of recoveries, are charged directly to the
allowance.
While management uses available information to recognize
losses on loans, future additions to the allowance may be
necessary based on changes in economic conditions. In
addition, various regulatory agencies, as an integral part of
their examination process, periodically review the Bank's
allowance for losses on loans. Such agencies may require the
Bank to recognize additions to the allowances based on their
judgments about information available to them at the time of
their examination.
Premises and Equipment _ Bank premises and equipment are
stated at acquisition cost less accumulated depreciation and
amortization. Depreciation is computed on the straight-line
method over the estimated useful lives of the assets.
Leasehold improvements are amortized on a straight-line basis
over the life of the respective lease or the estimated useful
lives of the improvements, whichever is shorter. Maintenance
and repairs are charged to operating expense and renewals and
betterments are capitalized. Gains or losses on dispositions
are reflected currently in the statement of income.
Income Taxes _ First Bancorp and the Bank file a consolidated
federal tax return. Income taxes and benefits are allocated
based on each company's contribution to the total federal tax
liability.
Deferred income taxes are provided on items of income or
expense recognized in different time periods for financial
accounting and income tax purposes.
Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," was issued by the Financial
Accounting Standards Board in February 1992. Statement 109
requires a change from the deferred method under APB Opinion
11 to the asset and liability method of accounting for income
taxes. Under the asset and liability method of Statement
109, deferred income taxes are recognized for the future tax
consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or
settled. Under Statement 109, the effect on deferred taxes
of a change in tax rates is recognized in income in the
period that includes the enactment date.
Statement 109 must be adopted in 1993. Upon adoption, First
Bancorp plans to apply the provisions of Statement 109
without restating prior year's financial statements. It is
not anticipated that the adoption of Statement 109 will have
a material effect on First Bancorp's consolidated financial
position or results of operations. The amount will be
reported separately as the cumulative effect of the change in
the method of accounting for income taxes in the consolidated
statement of income for the year ending December 31, 1993.
Other Real Estate _ Other real estate and repossessed assets
of $144,000 and $225,000 are included in other assets in the
consolidated financial statements at December 31, 1992 and
1991, respectively, and consist of properties acquired in
satisfaction of uncollectible loans. These properties are
carried at the lower of acquisition cost or fair value based
on their appraised value at the date acquired less selling
costs. Any write-down required from the loan receivable to
acquisition cost or fair value at the date of foreclosure is
charged to the allowance for loan losses. Subsequent gains
or losses on the sale of these properties are credited or
charged to earnings while losses resulting from periodic
valuation of these properties are charged to earnings.
Net Income Per Share _ Net income per average share
outstanding is calculated based on the weighted average
number of shares outstanding during the year. The average
number of shares outstanding during 1992 and 1991 was 213,587
and 222,248, respectively. Net income per average share
outstanding assuming full dilution also considers the impact
of conversion of First Bancorp's subordinated debentures into
common shares as of the beginning of each year. The average
number of shares outstanding during 1992 and 1991 assuming
full dilution was 245,530 and 264,353, respectively.
Reclassifications _ Certain 1991 amounts have been
reclassified to conform to the 1992 presentation.
(2) Cash and Due From Banks
The Bank is a member of the Federal Reserve System and is
required to maintain reserve balances in accordance with
Federal Reserve Bank requirements. Included in cash and due
from banks are reserve requirements of $877,000 and $710,000 at
December 31, 1992 and 1991, respectively.
(3) Investment Securities
The amortized cost and estimated market values of investments in
debt securities at December 31, 1992 and 1991, are as follows:
December 31, 1992
________________________________________________
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
U.S. Treasury securities
and obligations of
U.S. government
corporations and
agencies $31,065,082 1,057,409 _ 32,122,491
Obligations of states
and political
subdivisions 6,099,710 424,065 _ 6,523,775
Corporate securities 9,055,433 289,355 _ 9,344,788
Mortgage-backed
securities 21,769,377 592,928 (56,328) 22,305,977
Other securities 1,225,914 4,637 _ 1,230,551
___________ _________ _______ __________
$69,215,516 2,368,394 (56,328) 71,527,582
=========== ========= ======= ==========
December 31, 1991
__________________________________________________
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
U.S. Treasury securities
and obligations of
U.S. government
corporations and
agencies $29,568,253 1,530,382 _ 31,098,635
Obligations of states
and political
subdivisions 6,400,964 533,884 (62,000) 6,872,848
Corporate securities 8,546,915 345,149 _ 8,892,064
Mortgage-backed
securities 19,511,254 859,725 (17,471) 20,353,508
Other securities 1,020,777 8,436 (5,744) 1,023,469
___________ _________ ________ __________
$65,048,163 3,277,576 (85,215) 68,240,524
=========== ========= ======== ==========
The amortized cost and estimated market value of debt securities at
December 31, 1992, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
Estimated
Amortized Cost Market Value
Due in one year or less $14,679,943 15,014,634
Due after one year through five years 24,265,262 25,164,344
Due after five years through ten years 5,515,292 5,933,616
Due after ten years 2,985,642 3,109,011
___________ __________
47,446,139 49,221,605
Mortgage-backed securities 21,769,377 22,305,977
___________ __________
$69,215,516 71,527,582
=========== ==========
Proceeds from sales of investments in debt securities during 1992
were $2,193,000. Gross gains of $60,000 were realized on those
sales. Proceeds from sales of investments in debt securities
during 1991 were $482,000, which resulted in gross losses of
$18,000.
Investments in debt securities having an amortized cost of
$21,164,000 and $19,093,000 at December 31, 1992 and 1991,
respectively, were pledged to secure public funds on deposit and
for other purposes as required or permitted by law.
(4) Loans and Allowance for Loan Losses
The composition of the Bank's loan portfolio at December 31,
1992 and 1991, is as follows:
1992 1991
Commercial, industrial, and agricultural $ 54,259,323 46,954,545
Installment 17,455,395 14,725,823
___________ __________
Total 71,714,718 61,680,368
Less:
Allowance for loan losses (1,983,588) (1,415,131)
Unearned discount (167,662) (357,139)
___________ ___________
Loans, net $ 69,563,468 59,908,098
========== ==========
At December 31, 1992 and 1991, the Bank had discontinued the
accrual of interest on loans aggregating approximately
$1,513,000 and $2,158,000, respectively. Net interest
income for 1992 and 1991 would have been higher by
approximately $167,000 and $206,000, respectively, had
interest been accrued at contractual rates on these
nonperforming loans.
On July 19, 1991, the Bank purchased a pool of loans from the
Resolution Trust Corporation acting as conservator for the
People's Homestead Savings Bank, F.S.B., for $4,273,000.
The gross amount owed by the borrowers on these loans was
$4,649,000. The discount associated with the purchased
loans is being amortized on a constant yield basis over each
individual loan's contractual term.
Changes in the allowance for loan losses for the years ended
December 31, 1992 and 1991, are summarized as follows:
1992 1991
Balance, January 1 $ 1,415,131 1,299,786
Provision charged to operating expense 710,000 432,000
Loans charged off (217,336) (406,327)
Recoveries on loans 75,793 89,672
___________ _________
Balance, December 31 $ 1,983,588 1,415,131
=========== =========
During 1992 and 1991, the Bank reduced loans through the
repossession of other real estate and assets in the amount
of approximately $134,000 and $62,000, respectively. Also
during 1990, $927,000 of First Bancorp common stock
representing 35,437 shares was received by the Bank in lieu
of repayment on a loan. First Bancorp purchased 11,812
shares of this stock from the Bank for $302,000 in each year
in the two-year period ended December 31, 1992. First
Bancorp anticipates repurchasing the remaining stock from
the Bank over the next few years. This stock is reflected
as treasury stock in the accompanying First Bancorp balance
sheet.
(5) Premises and Equipment
Premises and equipment at December 31, 1992 and 1991, are summarized as
follows:
Estimated
Useful Life 1992 1991
Land _ $ 424,417 198,417
Buildings and leasehold
improvements 5-40 years 1,593,545 1,127,445
Furniture, fixtures, and
equipment 3-10 years 1,651,808 1,575,634
Automobiles 2-3 years 133,154 126,005
__________ _________
3,802,924 3,027,501
Less accumulated depreciation
and amortization (2,162,625) (1,935,365)
__________ __________
Premises and equipment, net $1,640,299 1,092,136
========== =========
(6) Time Deposits
Included in time deposits at December 31, 1992 and 1991, are $10,750,000
and $11,421,000, respectively, of certificates of deposits in
denominations of $100,000 or more. Interest on certificates of $100,000
or more amounted to $465,000 and $768,000 in 1992 and 1991,
respectively.
(7) Notes Payable
Notes payable at December 31, 1992 and 1991, consists of the following:
1992 1991
Note payable to an unaffiliated bank in quarterly
principal installments of $90,000 plus interest
at a New York bank's prime rate plus 1% (7.0% at
December 31, 1992) through 1997 $1,008,168 1,368,168
Convertible subordinated debentures payable; interest
due semiannually at 10% through 2002 _ 1,000,000
Convertible subordinated debentures payable; interest
due semiannually at 10% through 2002 850,000 _
Employee Stock Ownership Plan commitment consisting of
a note payable to an unaffiliated bank in quarterly
principal installments of $31,280 through 1997 plus
interest at 97% ofa New York bank's prime rate (5.8%
at December 31, 1992) 594,319 719,439
_________ _________
$2,452,487 3,087,607
========= =========
The note payable to an unaffiliated bank is collateralized by
the common stock of the Bank. The loan agreement places
certain restrictions on First Bancorp with respect to
dividends, other distributions to stockholders, future
borrowings, issuance of bank common stock, and other
matters.
During 1992, First Bancorp repurchased the subordinated
debentures which were outstanding at December 31, 1991. In
a separate transaction, First Bancorp issued $850,000 in
convertible, subordinated debentures to certain directors
and officers of the Bank and others. The terms of the new
debentures are the same as the original debentures with the
exception of a change in the conversion price.
The holders of subordinated debentures may elect, upon
maturity, to convert the debentures into shares of First
Bancorp common stock at the conversion price of $26.61 per
share or receive cash equal to the principal amount of the
debentures plus accrued interest. Also, at the option of
the holder, the debentures are convertible into common stock
at the conversion price at any time prior to maturity. At
the option of First Bancorp, the debentures may be redeemed
for cash equal to the principal amount of the debentures
plus accrued interest at any time prior to maturity.
(8) Income Taxes
Federal income tax expense (benefit) applicable to net income
for the years ended December 31, 1992 and 1991, was as follows:
1992 1991
Current $ 974,028 345,291
Deferred (376,239) (40,403)
_________ ________
$ 597,789 304,888
A reconciliation of the expected federal income tax expense,
computed by applying the federal corporate tax rate of 34%,
to income before income tax expense, to actual income tax
expense follows:
1992 1991
Expected federal income tax expense $ 864,692 456,589
Tax-exempt income (142,184) (146,050)
Utilization of alternative minimum tax credit
carryforward (116,768) _
Other (7,951) (5,651)
_________ _______
Actual income tax expense $ 597,789 304,888
========= =======
Effective tax rate 23.5% 22.7
========= =======
The income tax effects of timing differences between financial
and taxable income were as follows:
1992 1991
Depreciation and amortization $ (66,013) 196
Net accretion of discount on investment
securities 1,947 19,162
Provision for loan losses (193,275) (39,217)
Effect of alternative minimum tax (116,768) _
Other (2,130) (20,544)
__________ _______
Deferred income tax benefit $(376,239) (40,403)
========== ========
Current income taxes payable of $74,000 and $160,000 are
included in other liabilities at December 31, 1992 and 1991,
respectively. Included in other assets are deferred income
tax charges of $382,000 and $47,000 at December 31, 1992 and
1991, respectively. The amount of alternative minimum tax
credit carryforward for financial reporting purposes was
$17,000 at December 31, 1992.
(9) Employee Benefit Plan
First Bancorp maintains an Employee Stock Ownership Plan
(ESOP). The Plan covers substantially all employees who
qualify as to age and length of service. Contributions to
the ESOP are at the discretion of the Board of Directors of
First Bancorp; however, contributions, including dividends
received from First Bancorp, must be sufficient to pay any
current obligations of the ESOP. Contributions to the ESOP
of $135,000 and $154,000 are included in salaries and
employee benefits in the consolidated statements of income
for the years ended December 31, 1992 and 1991, respectively.
Depending on the source, the net increase or decrease in Plan
assets for the year is allocated to the account of each plan
participant either based on the ratio of each participant's
account balance at the beginning of the year to the total of
all participant account balances at the beginning of the
year or in the same proportion that each participant's
compensation for the year bears to the total compensation of
all participants for the year. A participant's interest in
his or her account becomes totally vested after completion
of five years of service.
At December 31, 1992 and 1991, the ESOP had outstanding a note
payable to an unaffiliated bank in the amount of
approximately $594,000 and $719,000, respectively, which is
guaranteed by First Bancorp. Interest on this debt amounted
to $41,000 and $69,000 during the years ended December 31,
1992 and 1991, respectively. All interest payments were
made by the ESOP. The borrowing is secured by 25,024 shares
of First Bancorp's common stock and is payable in quarterly
installments of $31,280 through 1997, plus interest at 97%
of a New York bank's prime rate (5.8% at December 31, 1992).
At December 31, 1992 and 1991, the ESOP owned 67,810 and
75,534 shares, respectively, of First Bancorp common stock.
(10) Regulatory Matters
Applicable federal regulations impose restrictions on the
amounts of dividends that may be declared by First Bancorp
and the Bank. In addition to the formal statutes and
regulations, regulatory authorities also consider the
adequacy of the Bank's total capital in relation to its
assets, deposits, and other such items. Capital adequacy
considerations could further limit the availability of
dividends from the Bank.
National banks are required to obtain approval of the
Comptroller of the Currency if dividends declared in any
year exceed the profits of that year combined with the net
retained profits of the preceding two years. During 1992
and 1991, the Bank paid dividends to First Bancorp totaling
$850,000 and $1,200,000, respectively. Prior approval of
the regulatory authorities will be required during 1993, if
the amount to be paid as dividends exceeds profits for the
same period plus $1,190,000 available for payment at
December 31, 1992.
The Federal Deposit Insurance Corporation Improvement Act of
1991 ("FDICIA") was signed into law on December 19, 1991.
The prompt corrective actions of FDICIA place restrictions
on any insured depository institution that does not meet
certain requirements, including minimum capital ratios. The
restrictions are based on an institution's FDICIA defined
capital category and become increasingly more severe as an
institution's capital category declines. In addition to the
prompt corrective action requirements, FDICIA includes
significant changes to the legal and regulatory environment
for insured depository institutions, including reductions in
insurance coverage for certain kinds of deposits, increased
supervision by the federal regulatory agencies, increased
reporting requirements for insured institutions, and new
regulations concerning internal controls, accounting, and
operations.
The prompt corrective action regulations define specific
capital categories based on an institution's capital ratios.
The capital categories, in declining order, are "well
capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically
undercapitalized." To be considered "well capitalized," an
institution is required to have at least a 5% leverage
ratio, a 6% Tier I risk-based capital ratio, and a 10% total
risk-based capital ratio. However, the regulatory agencies
may impose higher minimum standards on individual
institutions or may downgrade an institution from one
category because of safety and soundness concerns.
At December 31, 1992, the Bank's leverage ratio was 8.2%, Tier
I risk-based ratio was 14.3%, total risk-based ratio was
15.6%, and tangible equity ratio was 8.2%.
(11) Related Parties
The Bank enters into various loans and other transactions in
the ordinary course of business with its directors,
executive officers, and some of their related business
interests. The loans and other transactions are made on
substantially the same terms as those prevailing at the time
for comparable loans and similar transactions with other
persons. Certain officers and directors and entities in
which these individuals were principals were indebted to the
Bank in the aggregate amount (net of participation loans
sold) of $1,874,000 and $1,841,000 at December 31, 1992 and
1991, respectively.
(12) Supplemental Cash Flow Information
During 1992 and 1991, First Bancorp paid to depositors and
other banks interest payments of $5,548,000 and $6,983,000,
respectively. Also during 1992 and 1991, First Bancorp paid
to the Internal Revenue Service $1,019,000 and $255,000 in
tax payments, respectively.
(13) Fair Value of Financial Instruments
Statement of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments"
requires that First Bancorp disclose estimated fair values
for its financial instruments. Fair value estimates,
methods, and assumptions are set forth below for First
Bancorp's financial instruments.
Cash and Cash Equivalents and Other Short-Term Investments _
For those short-term investments, the carrying amount is a
reasonable estimate of fair value.
Investment Securities _ The fair value, which approximates the
estimated market values, of longer-term investments and
mortgage-backed securities, except certain state and
municipal securities, is estimated based on bid prices
published in financial newspapers or bid quotations received
from securities dealers. The fair value, which approximates
the estimated market values, of certain state and municipal
securities is not readily available through market sources
other than dealer quotations, so fair value estimates are
based on quoted market prices of similar instruments,
adjusted for differences between the quoted instruments and
the instruments being valued.
Loan Receivables _ Fair values are estimated for portfolios of
loans with similar financial characteristics. Loans are
segregated by type such as commercial, commercial real
estate, residential mortgage, and consumer. The carrying
amount of performing loans that were funded or will mature
within three months of the balance sheet date approximate
the fair value of those loans. Additionally, the carrying
amount of adjustable rate loans that reprice within ninety
days also approximate the fair value of those loans. The
fair value of the remaining performing and nonperforming
loans is calculated by discounting scheduled cash flows
through the estimated maturity using estimated market
discount rates that reflect the credit and interest rate
risk inherent in the loan. The estimate of maturity is
based on First Bancorp's historical experience with
repayments for each loan classification, modified, as
required, by an estimate of the effect of current economic
and lending conditions.
Deposit Liabilities and Repurchase Agreements _ The fair value
of deposits with no stated maturity, such as noninterest-
bearing demand deposits, savings, NOW accounts, money market
accounts, and repurchase agreements is equal to the amount
payable as of December 31, 1992. The fair value of
certificates of deposit is based on the discounted value of
contractual cash flows. The discount rate is estimated
using the rates currently offered for deposits of similar
remaining maturities.
Notes Payable _ The carrying amount of First Bancorp's notes
payable approximate fair value as the note payable to a bank
and the Employee Stock Ownership Plan commitment adjust for
changes in current interest rates. Additionally, the
carrying amount of First Bancorp's subordinated debentures
also approximate fair value as First Bancorp has determined
that the original terms in which the subordinated debentures
were issued would not be significantly different from the
terms of new debentures if such were to be issued at year
end.
Interest Accruals _ The fair value of First Bancorp's accrued
interest receivable and accrued interest payable amounts
approximate their carrying value due to the short maturity
of these financial instruments.
The estimated fair values of First Bancorp's financial
instruments at December 31, 1992 are as follows:
Carrying Estimated
Amount Fair Value
Financial assets:
Cash and due from banks $ 11,815,310 11,815,310
Federal funds sold and other
temporary investments 825,000 825,000
Interest-bearing deposits with
financial institutions 1,077,474 1,077,474
Investment securities 69,215,516 71,527,582
Loans, net 69,563,468 70,090,806
Accrued interest receivable 1,518,937 1,518,937
Financial liabilities:
Deposits:
Demand, noninterest-bearing 26,975,743 26,975,743
Money market and NOW accounts 33,391,507 33,391,507
Savings 11,772,828 11,772,828
Time 68,654,612 68,983,458
Notes payable 2,452,487 2,452,487
Accrued interest payable 350,295 350,295
Securities sold under agreements to
repurchase 1,700,513 1,700,513
Fair value estimates are made at a specific point in time,
based on relevant market information and information about
the financial instrument. These estimates do not reflect
any premium or discount that could result from offering for
sale at one time First Bancorp's entire holdings of a
particular financial instrument. Because no market exists
for a significant portion of First Bancorp's financial
instruments, fair value estimates are based on judgments
regarding future expected loss experience, current economic
conditions, risk characteristics of various financial
instruments, and other factors. These estimates are
subjective in nature and involve uncertainties and matters
of significant judgment and therefore cannot be determined
with precision. Changes in assumptions could significantly
affect the estimates.
Fair value estimates are based on existing on- and off-balance
sheet financial instruments without attempting to estimate
the value of anticipated future business and the value of
assets and liabilities that are not considered financial
instruments.
(14) Financial Instruments With Off-Balance Sheet Risk
The Bank is a party to financial instruments with off-balance
sheet risk in the normal course of business to meet the
financing needs of its customers. These financial
instruments include commitments to extend credit and standby
letters of credit. Those instruments involve, to varying
degrees, elements of credit risk in excess of the amount
recognized in the balance sheet. The contractual or
notional amounts of those instruments reflect the extent of
involvement the Bank has in particular classes of financial
instruments.
The Bank's exposure to credit loss in the event of
nonperformance by the other party to the financial
instrument for commitments to extend credit and standby
letters of credit is represented by the contractual or
notional amount of those instruments. The Bank uses the
same credit policies in making commitments and conditional
obligations as it does for on-balance sheet instruments.
Contractual or
Notional Amount
at December 31, 1992
Financial instruments whose contract amounts
represent credit risk:
Aggregate commitments to extend credit $ 10,730,000
Less amounts previously funded 6,022,000
____________
Net commitments unfunded $ 4,708,000
============
Standby letters of credit $ 998,000
============
Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition
established in the contract. Commitments generally have
fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments are
expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash
requirements. The Bank evaluates each customer's
creditworthiness on a case-by-case basis. The amount of
collateral obtained if deemed necessary by the Bank upon
extension of credit is based on management's credit
evaluation of the counterparty. Collateral held varies but
may include accounts receivable; inventory; property, plant,
and equipment; real estate; and income-producing commercial
properties.
Standby letters of credit are conditional commitments issued
by the Bank to guarantee the performance of a customer to a
third party. Those guarantees are primarily issued to
support public and private short-term borrowing
arrangements. The credit risk involved in issuing letters
of credit is essentially the same as that involved in
extending loan facilities to customers. The Bank holds
collateral supporting those commitments for which collateral
is deemed necessary.
(15) Concentration of Credit Risk
The Bank grants real estate, commercial, industrial, and
agricultural loans to customers primarily in northeast
Louisiana. Although the Bank has a diversified loan
portfolio, a substantial portion (approximately 58%) of its
loans, although not always funded for such purpose, are
secured by real estate and its ability to fully collect its
loans is dependent upon the real estate market in this
region. The Bank typically requires collateral sufficient
in value to cover the principal amount of the loan. Such
collateral is evidenced by mortgages on property held and
readily accessible to the Bank.
<PAGE>
FIRST BANCORP OF LOUISIANA, INC. AND SUBSIDIARY
Consolidated Balance Sheets
Unaudited ($ in thousands)
September 30 September 30
Assets 1993 1992
Cash and due from banks $9,785 $7,907
Federal funds sold and securities purchased
under agreements to resell 6,700 300
Total Cash and Cash Equivalents $16,485 $8,207
Interest-bearing deposits with financial institutions 1,077 1,262
Investment securities 103,636 68,032
Loans, (net of allowance for loan losses of
$1,511 and 1,865 at September 30, 1993 and 1992
respectively) 97,719 66,744
Premises and equipment, net 2,008 1,531
Accrued interest receivable 2,818 1,903
Real Estate Owned 116 151
Other assets 2,089 1,674
Total Assets $224,871 $148,242
Liabilities and Stockholders' Equity
Deposits
Demand, noninterest bearing $28,435 $20,516
Money Market and NOW accounts 45,819 30,093
Savings 19,074 10,853
Time $101,966 $69,692
Total Deposits $195,294 $131,154
Notes payable 5,800 2,574
FHLB Advances Payable 3,920
Federal Funds purchased and securities sold under
agreements to repurchase 5,270 2,856
Accrued interest payable 829 593
Other Liabilities 951 619
Total Liabilities $212,065 $137,796
Stockholders' equity:
Common stock, par value $5 per share. 1,000,000
shares authorized; 272,700 shares issued 1,363 1,363
Capital surplus 6,744 6,744
Retained earnings 6,839 4,545
Treasury stock, 65,088 and 63,081 shares in 1993
and 1992, respectively, at cost (1,639) (1,580)
Employee Stock Ownership Plan commitment (500) (626)
Total Stockholders' Equity $12,807 $10,446
Total Liabilities and Stockholders' Equity $224,871 $148,242
See accompanying notes to consolidated financial statements.
<PAGE>
FIRST BANCORP OF LOUISIANA, INC. AND SUBSIDIARY
Consolidated Statements of Income
Unaudited ($ in thousands, except per share data)
3 months ended 9 months ended
September 30 September 30
1993 1992 1993 1992
Interest Income
Loans, including fees $1,917 $1,575 $5,192 $4,676
Investment securities:
US goverment and agency obligations 558 613 1,533 1,889
Mortgage-backed 409 433 1,184 1,298
Obligations of states and political
subdivisions 123 137 360 422
Other 180 204 544 606
Deposits with finanacial institutions 25 31 75 104
Federal funds sold and other 72 7 136 125
Total interest income 3,284 3,000 9,024 9,120
Interest expense
Deposits:
Time 743 773 2,023 2,703
Money Market and NOW accounts 265 237 699 752
Savings 95 91 254 279
Notes payable 50 45 114 145
Other 73 27 156 56
Total interest expense 1,226 1,173 3,246 3,935
Net interest income 2,058 1,827 5,778 5,185
Provision for loan losses (145) 250 (145) 590
Net interest income after provision
for loan losses 2,203 1,577 5,923 5,775
Other operating expenses:
Customer service charges 197 164 558 484
Other charges and commissions 157 105 536 485
Investment securities gains
(losses), net 52 24 52 24
Total other operating income 406 293 1,146 993
Other operating expenses:
Salaries and employee benefits 770 648 2,056 1,757
Occupancy and equipment 239 253 708 633
Other operating rexpenses 558 465 1,557 1,301
Total other operating expenses 1,567 1,366 4,321 3,691
Income before income tax expense 1,042 504 2,748 1,897
Income tax expense 301 136 825 538
Net income $741 $367 $1,923 $1,359
Net income per share
Average common shares outstanding $3.57 $1.75 $9.22 $6.33
Average common shares outstanding
assuming full dilution $3.12 $1.50 $8.03 $5.33
See accompaying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
FIRST BANCORP OF LOUISIANA, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
Unaudited ($ in thousands)
For the 9 months ended
September 30, 1993 and 1992
Employee Stock
Common Capital Retained Treasury Ownership Plan Stockholders'
Stock Surplus Earnings Stock Commitment Equity
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1992 $1,363 $6,744 $5,020 ($1,585) ($594) $10,948
Purchase of 1,536 shares of
common stock as treasury stock (54) (54)
Cash dividends declared (104) (104)
Reduction of commitment to ESOP 94 94
Net income 1,923 1,923
Balances at September 30, 1993 $1,363 $6,744 $6,839 ($1,639) ($500) $12,807
Balances at December 31, 1991 $1,363 $6,744 $3,186 ($1,310) ($720) $ 9,263
Purchase of 10,814 shares of common
stock as treasury stock (270) (270)
Reduction of commitment to ESOP 94 94
Net Income 1,359 1,359
Balances at September 30, 1992 $1,363 $6,744 $4,545 ($1,580) ($626) $10,446
</TABLE>
<PAGE>
FIRST BANCORP OF LOUISIANA, INC AND SUBSIDIARY
Consolidated Statements of Cash Flows
Unaudited ($ in thousands)
9 months ended
September 30
1993 1992
Operating Activities
Net Income $1,923 $1,359
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses (145) 590
Provision for depreciation and amortization 248 360
Net amortization of investment securities 84 20
Loss (gain) on sales of investment securities (52) (24)
Gains on sales of premises and equipment and other asset (115) (63)
Decrease (increase) in accrued interest receivable (342) (292)
Decrease (increase) in other assets (86) (51)
Increase (decrease) in accrued interest payable 239 (313)
Increase (decrease) in other liabilities (48) 255
Net Cash Provided by Operating Activities 1,706 1,841
Investing Activities
Net decrease in interest-bearing deposits with
financial institutions 0 876
Proceeds from sales of investment securities 2,068 1,219
Proceeds from maturities and principal paydowns of
investment securities 14,005 13,515
Purchases of investment securities (16,863) (17,713)
Net increase in loans (7,063) (7,587)
Proceeds from sales of premises and equipment and
other assets 214 279
Purchases of premises and equipment (170) (799)
Cash paid to purchase subsidiary bank,
net of cash received (2,813) 0
Net cash used by investing actvities (10,622) (10,210)
Financing activities:
Net increase (decrease) in deposits 2,322 (4,597)
Net increase in Federal Funds Purchased
and obligations under repurchase agreements 3,235 1,637
Cash dividends paid (104) 0
Payments to acquire treasury stock (54) (270)
Proceeds from notes payable 8,500 850
Payments on notes payable (5,058) (1,270)
Net increases in FHLB advances 3,920 0
Net cash provided by financing activities 12,761 (3,650)
Increase (decrease) in cash and cash equivalents 3,845 (12,019)
Cash and cash equivlants at beginning of year 12,640 20,226
Cash and cash equivalents at end of year $16,485 $ 8,207
See accommpanying notes to consolidated financial statements.
<PAGE>
FIRST BANCORP OF LOUISIANA, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
Unaudited ($ in thousands)
NOTE 1 - Income Taxes
Effective January 1, 1993, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes." As permitted by SFAS No 109, the Company elected
not to restate the financial statements of any prior years. The
effect of the change on pre-tax income from continuing operations
for the none months ended September 30, 1993 was not material,
however the cumulative effect of the change increased net income by
$49.
Components of Deferred Tax Assets and Liabilities
At January 1, 1993
(in thousands)
Deferred Tax Assets
Reserve for loan losses 449
Depreciation 68
Foreclosed assets 14
Total deferred tax assets 531
Deferred tax liabilities
Discount Accretion - Investments 73
Total deferred tax liabilities 73
Total net deferred tax asset $458
NOTE 2 - Per Share Data and Market Value of Stock
Net income per average share outstanding is calculated based on the
weighted average number of shares outstanding during the year. The
average number of shares outstanding for the nine months ended
September 30, 1993 and 1992 was 208,465 and 214,458, respectively.
Net income per average share outstanding assuming full dilution
also considers the impact of conversion of First Bancorp's
subordinated debentures into common shares as of the beginning of
each year. The average number of shares outstanding during the
nine months ended September 30, 1993 and 1992 was 240,408 and
254,305 respectively.
There is not an established public trading market for the Company's
common stock. However, an annual valuation of the stock is
prepared for the Employee Stock Ownership Plan. As of December 31,
1992 the value of the Company's common stock was estimated to be
$34.66.
NOTE 3 - Non-Performing Loans
September 30 December 31
1993 1992 1992 1991
Nonaccrual loans $ 832 $1,787 $1,513 $2,158
Restructured loans 631 954 908 802
______ ______ ______ ______
Total nonperforming loans $1,463 $2,741 $2,421 $2,960
====== ====== ====== ======
Accruing loans past due
ninety days or more $ 335 $ 319 $ 324 $ 61
====== ====== ====== ======
When the payment of principal or interest on a loan is delinquent
for 120 days, or earlier in some cases, the loan is placed on
nonaccrual status, unless the loan is in the process of collection
and the underlying collateral fully supports the carrying value of
the loan. If the decision is made to continue accruing interest on
the loan, periodic reviews are made to confirm the accruing status
of the loan. When a loan is placed on nonaccrual status, interest
accrued during the current year prior to the judgement of
uncollectibility is charged to operations. Interest accrued during
prior periods is charged to the allowance for loan losses.
Generally, any payments received on nonaccrual loans are applied
first to outstanding loan amounts and next to the recovery of
charged-off loan amounts. Any excess is treated as recovery of
lost interest.
Interest income in the amount of $148 would have been recorded on
nonaccrual loans during the nine months ended September 30, 1993 if
they had been performing in accordance with their contractual
terms. During the nine months ended September 30, 1993, the
company recorded no interest income on nonaccrual loans.
In addition to the nonperforming loans disclosed above, management
has identified loans totalling $292 thousand for which payments are
current, but which, in management's opinion, are subject to
potential future classification as non-performing or past due.
NOTE 4 - Acquisition
On August 31, 1993, First Bancorp acquired Southern National Bank
at Tallulah for $9,156. Assets purchased included $2,366 of cash
and due from banks, $33,662 of investment securities, $21,034 of
loans, $446 of bank premises, furniture and fixtures, and $1,112 of
other assets. Liabilities assumed included $52,177 of deposits,
$334 of Federal Funds sold and securities sold under agreements to
repurchase and $928 of accrued interest payable and other
liabilities. The purchase method of accounting was used to record
the acquisition. Operations of Southern National Bank prior to the
acquisition are not included in these consolidated financial
statements.
<PAGE>
FIRST BANCORP OF LOUISIANA, INC. AND SUBSIDIARY
Quarterly Income Results
Unaudited ($ in thousands, except per share amounts)
1993
I II III IV
Interest income 2,863 2,877 3,284
Net interest income 1,863 1,857 2,058
Net income 578 604 741
Net income per share
Average common shares outstanding $2.76 $2.89 $3.57
Average common shares outstanding assuming
full dilution $2.40 $2.51 $3.12
1992
I II III IV
Interest income $3,054 $3,065 3,000 2,940
Net interest income 1,596 1,762 1,827 1,882
Net income 569 423 367 588
Net income per share
Average common shares outstanding $2.60 $1.97 $1.75 $2.80
Average common shares outstanding assuming
full dilution $2.18 $1.65 $1.50 $2.43
1991
I II III IV
Interest income $2,786 $2,821 $3,063 $3,202
Net interest income 995 1,079 1,304 1,521
Net income 178 248 284 328
Net income per share
Average common shares outstanding $0.79 $1.11 $1.28 $1.49
Average common shares outstanding assuming
full dilution $0.67 $0.93 $1.10 $1.30
<PAGE>
APPENDIX A
AGREEMENT AND PLAN OF MERGER
OF
FIRST BANCORP OF LOUISIANA, INC.
WITH AND INTO
HIBERNIA CORPORATION
AGREEMENT AND PLAN OF MERGER dated as of November 4, 1993
(this "Agreement"), adopted and made by and between First Bancorp
of Louisiana, Inc. ("FBL") and Hibernia Corporation ("Hibernia").
FBL is a corporation duly organized and existing under the
laws of the State of Louisiana; has its registered office at 500
Natchitoches Street, West Monroe, Louisiana 71291; and is a bank
holding company within the meaning of the Bank Holding Company Act
of 1956, as amended (the "Bank Holding Company Act"). The
presently authorized capital stock of FBL consists solely of
1,000,000 shares of common stock of the par value of $5.00 each
("FBL Common Stock"). As of July 31, 1993, 272,700 shares of FBL
Common Stock had been issued, 207,612 shares of FBL Common Stock
were outstanding, and 65,088 shares of FBL Common Stock were held
in FBL's treasury. All outstanding shares of FBL Common Stock have
been duly issued and are validly outstanding, fully paid and
nonassessable. The foregoing are the only voting securities of FBL
authorized, issued, or outstanding, and there are no existing
options, warrants, calls, or commitments of any kind obligating FBL
to issue any share of its capital stock or any other security of
which it is or will be the issuer, other than the obligation to
issue shares upon conversion of the Debentures (as defined herein).
None of the shares of FBL's capital stock has been issued in
violation of preemptive rights of shareholders. FBL owns 96.8
percent and 100 percent, respectively, of the outstanding voting
shares of Southern National Bank of Tallulah and First National
Bank of West Monroe ( collectively, the "Banks"), each of which is
a Louisiana banking corporation duly organized and existing under
the laws of the State of Louisiana.
Hibernia is a corporation duly organized and existing under
the laws of the State of Louisiana; has its registered office at
313 Carondelet Street, New Orleans, Louisiana 70130; and is a bank
holding company within the meaning of the Bank Holding Company Act.
Hibernia owns all of the issued and outstanding shares of capital
stock of Hibernia National Bank ("HNB"). The presently authorized
capital stock of Hibernia is 300,000,000 shares, consisting of
100,000,000 shares of preferred stock, no par value, 100,000,000
shares of Class B non-voting common stock, no par value, and
100,000,000 shares of Class A voting common stock, no par value
(the Class A voting common stock being referred to hereinafter as
"Hibernia Common Stock"). As of July 31, 1993, no shares of
Hibernia's preferred stock or its Class B non-voting common stock
were outstanding, 83,437,931 shares of Hibernia Common Stock were
outstanding, and no shares of Hibernia Common Stock were held in
Hibernia's treasury. All outstanding shares of Hibernia Common
Stock have been duly issued and are validly outstanding, fully paid
and nonassessable. The foregoing are the only voting securities of
Hibernia authorized, issued or outstanding and there are no
existing options, warrants, calls or commitments of any kind
obligating Hibernia to issue any share of its capital stock or any
other security of which it is or will be the issuer, except that
Hibernia has authorized or reserved 1,500,000 shares of Hibernia
Common Stock for issuance under its 1987 Stock Option Plan,
pursuant to which options covering 817,837 shares of Hibernia
Common Stock were outstanding as of July 31, 1993, 2,823,970 (as
adjusted) shares of Hibernia Common Stock for issuance under its
1992 Long-Term Incentive Plan, pursuant to which options covering
914,500 shares of Hibernia Common Stock were outstanding as of July
31, 1993, 1,000,000 shares of Hibernia Common Stock for issuance
under its 1993 Director Stock Option Plan, pursuant to which
options covering 75,000 shares of Hibernia Common Stock are
outstanding as of the date hereof and 703,263 shares of Hibernia
Common Stock are available for issuance pursuant to Hibernia's
Dividend Reinvestment and Stock Purchase Plan. None of the shares
of Hibernia's capital stock has been issued in violation of
preemptive rights of shareholders.
The Boards of Directors of FBL and Hibernia have duly approved
this Agreement and have authorized the execution hereof by FBL's
President and Hibernia's President and Chief Executive Officer,
respectively. FBL will direct that this Agreement be submitted to
a vote of its shareholders in accordance with Part XI of the
Louisiana Business Corporation Law ("LBCL") and the terms of this
Agreement.
In consideration of their mutual promises and obligations, the
parties hereto adopt and make this Agreement for the merger of FBL
with and into Hibernia and prescribe the terms and conditions of
such merger and the mode of carrying it into effect, which shall be
as follows:
1. The Merger. On the Effective Date (as defined in Section
14 hereof), FBL shall be merged with and into Hibernia under the
Articles of Incorporation of Hibernia, pursuant to the provisions
of, and with the effect provided in, Part XI of the LBCL (the
"Merger") and the Merger Agreement in substantially the form of
Exhibit 1 hereto (the "Merger Agreement").
2. Hibernia Capital Stock. The shares of the capital stock
of Hibernia issued and outstanding immediately prior to the
Effective Date shall, on the Effective Date, continue to be issued
and outstanding.
3. FBL Common Stock.
3.1. Conversion. On the Effective Date and subject to
the provisions of Section 3.7 hereof,
(a) each share of FBL Common Stock issued and
outstanding immediately prior to the Effective Date, other than (i)
shares as to which dissenters' rights have been perfected and not
withdrawn or otherwise forfeited under Section 12: 131 of the LBCL
and (ii) shares owned beneficially by Hibernia or its subsidiaries,
shall, by virtue of the Merger automatically and without any action
on the part of the holder thereof, become and be converted into the
number of shares of Hibernia Common Stock that equals the Exchange
Rate set forth in Section 3.8 hereof;
(b) holders of certificates which represent shares of
FBL Common Stock outstanding immediately prior to the Effective
Date (hereinafter called "Old Certificates") shall cease to be, and
shall have no rights as, shareholders of FBL;
(c) each share of FBL Common Stock held in the treasury
of FBL or owned beneficially by Hibernia or any of its subsidiaries
shall be cancelled; and
(d) Old Certificates shall be exchangeable by the
holders thereof in the manner provided in the transmittal materials
described below for new certificates for the number of whole shares
of Hibernia Common Stock to which such holders shall be entitled in
accordance with the Exchange Rate set forth in Section 3.8 and a
check representing cash paid in lieu of fractional shares as
provided in Section 3.2 hereof.
3.2. Fractional Shares. Each holder of Old Certificates
who would otherwise have been entitled to receive a fraction of a
share of Hibernia Common Stock (after taking into account all
shares of FBL Common Stock represented by the Old Certificates then
delivered by such holder) shall receive, in lieu thereof, cash
(without interest) in an amount equal to such fractional part of a
share multiplied by the average of the mean of high and low prices
of one share of Hibernia Common Stock for the five business days
preceding the Effective Date as reported in The Wall Street
Journal, or, if the Hibernia Common Stock is not then so reported,
the average of the fair market values of one share of Hibernia
Common Stock on the five business days preceding the Effective Date
determined pursuant to such reasonable method as the Board of
Directors of Hibernia may adopt in good faith for such purpose, and
no such holder shall be entitled to dividends, voting rights or any
other right of shareholders in respect of any fractional share.
3.3. Transmittal Materials. As promptly as practicable
after the Effective Date, Hibernia shall send or cause to be sent
to each former shareholder of record of FBL transmittal materials
for use in exchanging Old Certificates for certificates
representing Hibernia Common Stock and a check representing cash
paid in lieu of fractional shares, if any. The letter of
transmittal will contain instructions with respect to the surrender
of Old Certificates and the distribution of certificates
representing Hibernia Common Stock. If any certificate for shares
of Hibernia Common Stock is to be issued in a name other than that
in which an Old Certificate surrendered for exchange is issued, the
Old Certificate so surrendered shall be properly endorsed and
otherwise in proper form for transfer and the person requesting
such exchange shall affix any requisite stock transfer tax stamps
to the Old Certificate surrendered or provide funds for their
purchase or establish to the satisfaction of the exchange agent to
be appointed by Hibernia in connection with such exchange (the
"Exchange Agent") that such taxes are not payable.
3.4. Rights as Shareholders. Former shareholders of FBL
will be able to vote after the Effective Date at any meeting of
Hibernia shareholders or pursuant to any written consent procedure
the number of whole shares of Hibernia Common Stock into which
their shares of FBL Common Stock are converted, regardless of
whether they have exchanged their Old Certificates. Whenever a
dividend is declared by Hibernia on the Hibernia Common Stock after
the Effective Date, the declaration shall include dividends on all
shares issuable hereunder, but no shareholder will be entitled to
receive his distribution of such dividends until physical exchange
of his Old Certificates shall have been effected. Upon physical
exchange of his Old Certificates, any such person shall be entitled
to receive from Hibernia an amount equal to all dividends (without
interest thereon and less the amount of taxes, if any, that may
have been withheld, imposed or paid thereon) declared, and for
which the payment has occurred, on the shares represented thereby.
3.5. Cancellation of Old Certificates. On and after the
Effective Date there shall be no transfers on the stock transfer
books of FBL or Hibernia of the shares of FBL Common Stock which
were issued and outstanding immediately prior to the Effective
Date. If, after the Effective Date, Old Certificates are properly
presented to Hibernia, they shall be cancelled and exchanged for
certificates representing shares of Hibernia Common Stock and a
check representing cash paid in lieu of fractional shares as herein
provided. Any other provision of this Agreement notwithstanding,
neither the Exchange Agent nor any party hereto shall be liable to
a holder of FBL Common Stock for any amount paid or property
delivered in good faith to a public official pursuant to any
applicable abandoned property, escheat, or similar law.
3.6. Property Transfers. From time to time, as and when
requested by Hibernia and to the extent permitted by Louisiana law,
the officers and directors of FBL last in office shall execute and
deliver such deeds and other instruments and shall take or cause to
be taken such further or other actions as shall be necessary in
order to vest or perfect in or to confirm of record or otherwise to
Hibernia title to, and possession of, all the property, interests,
assets, rights, privileges, immunities, powers, franchises, and
authorities of FBL, and otherwise to carry out the purposes of this
Agreement.
3.7. Dissenters' Shares. Shares of FBL Common Stock
held by any holder having rights of a dissenting shareholder as
provided in Part XIII of the LBCL, who shall have properly objected
to the Merger and who shall have properly demanded payment on his
stock in accordance with and subject to the provisions of Section
12:131 of the LBCL, shall not be converted as provided in Section
3.1 hereof until such time as such holder shall have failed to
perfect, or shall have effectively lost, his right to appraisal of
and payment for his shares of FBL Common Stock, at which time such
shares shall be converted as provided in Section 3.1 hereof.
3.8. Exchange Rate.
(a) The Exchange Rate shall be the number that is number
obtained by dividing the Deliverable Amount (as defined below) by
the total number of issued and outstanding shares of FBL Common
Stock on the Closing Date.
(b) For purposes of this Agreement, and except as
provided in paragraph (d) of this Section, the Deliverable Amount
shall be the number that equals $ 36 million divided by the Average
Market Price of Hibernia Common Stock on the Closing Date (as
defined in paragraph (c) below); provided, however, that, in the
event that this Closing does not occur on or before March 31, 1994
and FBL's book value is greater than or equal to $15 million in
each full month following March 31, the Deliverable Amount shall be
increased by an amount equal to the lesser of (i) the aggregate net
after tax income of FBL for each full month ended after March 31,
1994 and prior to the Closing, or (ii) $250,000.
(c) For purposes of this Agreement, the Average Market
Price of Hibernia Common Stock on the Closing Date shall be the
average of the mean of the high and low prices of one share of
Hibernia Common Stock for the ten business days preceding the last
trading day immediately prior to the Closing Date as reported in
The Wall Street Journal.
(d) In the event that, prior to the Effective Date,
Hibernia has publicly announced its intention to merge with an
unaffiliated third party as a result of which Hibernia would not be
the surviving corporation, be acquired by an unaffiliated third
party or sell or transfer all or substantially all of its assets to
an unaffiliated person pursuant to which a controlling interest in
Hibernia or Hibernia National Bank, then the Average Market Price
for purposes of computing the Exchange Ratio shall be the lesser of
(i) the Average Market Price as computed in accordance with Section
3.8(c) above, or (ii) $10.00 per share.
4. Articles of Incorporation; Bylaws. The Articles of
Incorporation and Bylaws of Hibernia in force immediately prior to
the Effective Date shall on and after the Effective Date continue
to be the Articles of Incorporation and Bylaws of Hibernia,
respectively, unless altered, amended or repealed in accordance
with applicable law.
5. Employees. Hibernia shall cause to be provided as soon
as practicable after the Effective Date for the employees of FBL
and the Banks immediately prior to the Effective Date the employee
benefits then made available to employees of Hibernia and its
subsidiaries, subject to the terms and conditions under which those
employee benefits are made available to such employees; provided,
however, that for purposes of determining the eligibility of an
employee of FBL or either of the Banks (or both) to receive, and
the benefits to which such employee shall be entitled, under
Hibernia's benefits plans after the Effective Date, any period of
employment of such employee with FBL or either of the Banks shall
be deemed equivalent to having been employed for that same period
by Hibernia and/or its subsidiaries.
6. Negative Covenants. From the date hereof until the
Effective Date, or until the termination of this Agreement, FBL
covenants and agrees that it will not do, or agree to commit to do,
and FBL will cause the Banks not to do and not to agree or commit
to do, without the prior written consent of Hibernia, any of the
following:
(a) in the case of FBL (and not the Banks), make,
declare, set aside or pay any dividend, other than regularly
declared dividends in accordance with past practice, or declare or
make any distribution on, or directly or indirectly combine,
redeem, purchase or otherwise acquire, any shares of FBL Common
Stock (other than in a fiduciary capacity and except as required by
Section 15.02 of FBL's Employee Stock Ownership Plan (the "FBL
ESOP"));
(b) authorize the creation or issuance of or issue any
additional shares of its capital stock, or any options, calls,
warrants, stock appreciation rights or commitments relating to its
capital stock or any securities or obligations convertible into or
exchangeable for, or giving any person any right to subscribe for
or acquire from it, shares of its capital stock;
(c) except as otherwise contemplated in this Agreement,
enter into any employment contracts with, increase the rate of
compensation of, or pay or agree to pay any bonus to, any of its
directors, officers or employees, except in accordance with the
existing policy and past practices;
(d) except with respect to the termination and
distribution of the FBL ESOP as contemplated herein, enter into or
substantially modify (except as may be required by applicable law)
any pension, retirement, stock option, stock purchase, stock
appreciation right, savings, profit sharing, deferred compensation,
consulting, bonus, group insurance or other employee benefit,
incentive or welfare contract, plan or arrangement, or any trust
agreement related thereto, in respect of any of its directors,
officers or other employees;
(e) other than as contemplated hereby, (i) carry on its
business other than in the usual, regular and ordinary course in
substantially the same manner as heretofore conducted, (ii) amend
its or the Banks' Articles of Incorporation or Bylaws, (iii)
impose, or suffer the imposition, on any share of stock held by FBL
in the Banks, of any material lien, charge, or encumbrance, or
permit any such lien to exist, (iv) establish or add any automatic
teller machines or branch or other banking offices, (v) make any
capital expenditures in excess of $100,000, (vi) sell assets,
including but not limited to, loans or securities (other than
securities listed as held for sale on the FBL Financial
Statements), for the purpose of taking profits or (vii) take any
action that would materially and adversely affect the ability of
any party hereto to obtain the approvals necessary for consummation
of the transactions contemplated hereby or that would materially
and adversely affect FBL's ability to perform its covenants and
agreements hereunder;
(f) except with respect to transactions contemplated
hereby, merge with any other corporation or bank or permit any
other corporation or bank to merge into it or consolidate with any
other corporation or bank; acquire control over any other firm,
bank, corporation or organization or create any subsidiary (except
in a fiduciary capacity or in connection with foreclosures in bona
fide loan transactions); liquidate; or sell or dispose of any
assets or acquire any assets, otherwise than in the ordinary course
of its business consistent with its past practice; or
(g) knowingly fail to comply with any laws, regulations,
ordinances, or governmental actions applicable to it and to the
conduct of its business in a manner significant, material and
adverse to its business.
7. Representations and Warranties of FBL. FBL (and not its
directors or officers in their personal capacities) hereby
represents and warrants as follows:
7.1. Recitals. The facts set forth in the preamble to
this Agreement with respect to it are true and correct.
7.2. Organization and Qualification. Each of FBL and
the Banks is a corporation or bank duly organized, validly
existing, and in good standing under the laws of the State of
Louisiana; each of FBL and the Banks have the corporate power and
authority to carry on its business as it is now being conducted and
to own, lease and operate its assets, properties and business; and
FBL has all requisite power and authority to execute and deliver
this Agreement and perform its obligations hereunder.
7.3. Ownership of Other Banks. FBL does not own,
directly or indirectly, 5 percent or more of the outstanding
capital stock or other voting securities of any corporation, bank,
or other organization except the Banks. The presently authorized
capital stock of First National Bank of West Monroe consists solely
of 1,280,000 shares of common stock of the par value of $ 5.00
each, of which 484,252 shares of common stock are outstanding and
no such shares are held in treasury. The presently authorized
capital stock of Southern National Bank of Tallulah consists solely
of 75,046 shares of common stock of the par value of $ 5.00 each,
of which 75,046 shares of common stock are outstanding and no such
shares are held in treasury. The outstanding shares of capital
stock of the Banks are validly issued and outstanding, fully paid
and, except as may be affected by Louisiana Revised Statute Section
6:262, nonassessable and, except as provided on Schedule 7.3
hereto, all of such shares are owned by FBL (except for 2,400
shares of the common stock of Southern National Bank Tallulah,
which are held by the directors of such bank), free and clear of
all liens, claims and encumbrances.
7.4. Corporate Authorization. The execution, delivery
and performance of this Agreement have been authorized by FBL's
Board of Directors, and, subject to the approval of this Agreement
by its shareholders in accordance with the LBCL, all corporate acts
and other proceedings required for the due and valid authorization,
execution, delivery and performance by FBL of this Agreement and
the consummation of the Merger have been validly and appropriately
taken. Subject to such shareholder approval and to such regulatory
approvals as are required by law, this Agreement is a legal, valid
and binding obligation of FBL, enforceable against FBL in
accordance with its terms, except that enforcement may be limited
by bankruptcy, reorganization, insolvency and other similar laws
and court decisions relating to or affecting the enforcement of
creditors' rights generally and by general equitable principles or
principles of Louisiana law that are similar to equitable
principles in jurisdictions that recognize a distinction between
law and equity.
7.5. No Conflicts. Except as disclosed on Schedule 7.5
hereto, the execution and delivery of this Agreement by FBL does
not, and the consummation of the transactions contemplated hereby
by it will not, constitute (i) a breach or violation of, or a
default under, any law, rule or regulation or any judgment, decree,
order, governmental permit or license, or agreement, indenture or
instrument of FBL or the Banks or to which FBL or the Banks is
subject, which breach, violation or default would have a material
and adverse effect on the financial condition, properties,
businesses or results of operations of FBL and the Banks taken as
a whole or on the transactions contemplated hereby, (ii) to the
best of the knowledge of FBL's management, a breach or violation
of, or a default under, any law, rule or regulation or any
judgment, decree, order, governmental permit or license, or
agreement, indenture or instrument of FBL or the Banks or to which
FBL or the Banks is subject, or (iii) a breach or violation of, or
a default under, the Articles of Incorporation or Bylaws of FBL or
the Banks; and the consummation of the transactions contemplated
hereby will not require any consent or approval under any such law,
rule, regulation, judgment, decree, order, governmental permit or
license or the consent or approval of any other party to any such
agreement, indenture or instrument, other than any required
approvals of shareholders and applicable regulatory authorities.
7.6. Financial Statements; Dividend Restrictions. FBL
has delivered to Hibernia prior to the execution of this Agreement
true and correct copies of the following consolidated financial
statements (collectively referred to herein as the "FBL Financial
Statements"): FBL's Consolidated Balance Sheets as of September
30, 1993 and 1992 (unaudited) and December 31, 1992, 1991 and 1990
(audited); Consolidated Statements of Income and Changes in
Stockholders' Equity and Consolidated Statements of Cash Flows for
the years ended December 31, 1992, 1991 and 1990 (audited), and
Consolidated Statements of Income for the nine-month periods ended
September 30, 1993 and 1992 (unaudited). Each of the FBL Financial
Statements (including the related notes) fairly presents the
consolidated results of operations of FBL and the Banks for the
respective periods covered thereby and the consolidated financial
condition of FBL and the Banks as of the respective dates thereof
(subject, in the case of unaudited statements, to year-end audit
adjustments that will not be material in amount or effect), in each
case in accordance with GAAP consistently applied during the
periods involved, except as may be noted therein. Except as
disclosed in the FBL Financial Statements, including the notes
thereto, or Schedule 7.6 hereto, and except as otherwise required
by this Agreement, there are no restrictions in any note,
indenture, agreement, statute or otherwise (except for statutes or
regulations applicable to Louisiana corporations or state banks
generally) precluding FBL or the Banks from paying dividends, in
each case when, as and if declared by its Board of Directors.
7.7. No Material Adverse Change. Since September 30,
1993, there has been no event or condition of any character
(whether actual, or to the knowledge of FBL or the Banks,
threatened or contemplated) that has had or can reasonably be
anticipated to have, or that, if concluded or sustained adversely
to FBL, would reasonably be anticipated to have, a material adverse
effect on the financial condition, results of operations, business
or prospects of FBL or the Banks, excluding changes in laws or
regulations that affect banking institutions generally.
7.8. Litigation and Proceedings. Except as set forth on
Schedule 7.8 hereto, no litigation, proceeding or controversy
before any court or governmental agency is pending against FBL that
in the opinion of its management is likely to have a material and
adverse effect on the business, results of operations or financial
condition of FBL and the Banks taken as a whole, and, to the best
of its knowledge, no such litigation, proceeding or controversy has
been threatened or is contemplated. Except as disclosed on
Schedule 7.8 hereto, no member of FBL's consolidated group is
subject to any written agreement, memorandum, or order with or by
any bank or bank holding company regulatory authority restricting
its operations or requiring any material actions.
7.9. Material Contracts. Except for this Agreement and
arrangements made in the ordinary course of business or disclosed
on Schedule 7.9 hereto, neither FBL nor either of the Banks is
bound by any material contract to be performed after the date
hereof that is not terminable by FBL or the Banks without penalty
or liability on thirty days prior notice.
7.10. Brokers' or Finders' Fees. No agent, broker,
investment banker, investment or financial advisor or other person
acting on behalf of FBL or the Banks or under their authority is
entitled to any commission, broker's or finder's fee from any of
the parties hereto in connection with any of the transactions
contemplated by this Agreement; provided, however, that Austin &
Associates will provide the Fairness Opinion to FBL in connection
with the Merger, and FBL will pay Austin & Associates a fee in
connection with such Fairness Opinion.
7.11. Contingent Liabilities. Except as disclosed on
Schedule 7.11 hereto or as reflected in the FBL Financial
Statements and except in the case of the Banks for unfunded loan
commitments made in the ordinary course of business consistent with
past practices, as of September 30, 1993, neither FBL nor either of
the Banks have any obligation or liability (contingent or
otherwise) that was material, or that when combined with all
similar obligations or liabilities would have been material, to FBL
and the Banks taken as a whole and there does not exist a set of
circumstances resulting from transactions effected or events
occurring prior to, on, or after September 30, 1993, or from any
action omitted to be taken during such period that, to the
knowledge of FBL, could reasonably be expected to result in any
such material obligation or liability.
7.12. Tax Liability. The amounts set up as liabilities
for taxes in the FBL Financial Statements are sufficient for the
payment of all respective taxes (including, without limitation,
federal, state, local, and foreign excise, franchise, property,
payroll, income, capital stock, and sales and use taxes) accrued in
accordance with GAAP and unpaid at the respective dates thereof.
7.13. Material Obligations Paid. Since September 30,
1993, neither FBL nor the Banks have incurred or paid any
obligation or liability that would be material to FBL on a
consolidated basis, except for obligations incurred or paid in
connection with transactions by it in the ordinary course of its
business consistent with its past practices.
7.14. Tax Returns; Payment of Taxes. All federal,
state, local, and foreign tax returns (including, without
limitation, estimated tax returns, withholding tax returns with
respect to employees, and FICA and FUTA returns) required to be
filed by or on behalf of FBL or the Banks have been timely filed or
requests for extensions have been timely filed and granted and have
not expired for periods ending on or before December 31, 1992, and
all returns filed are complete and accurate to the best information
and belief of their respective managements; all taxes shown on
filed returns have been paid. As of the date hereof, there is no
audit, examination, deficiency or refund litigation or matter in
controversy with respect to any taxes that might result in a
determination materially adverse to FBL or the Banks except as
reserved against in the FBL Financial Statements. All taxes,
interest, additions and penalties due with respect to completed and
settled examinations or concluded litigation have been paid, and
FBL's reserves for bad debts at December 31, 1992, as filed with
the Internal Revenue Service were not greater than the maximum
amounts permitted under the provisions of Section 585 of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code").
7.15. Loans. To the best knowledge and belief of its
management, each loan reflected as an asset of FBL in the FBL
Financial Statements, as of September 30, 1993, or acquired since
that date, is the legal, valid, and binding obligation of the
obligor named therein, enforceable in accordance with its terms,
and no loan is subject to any asserted defense, offset or
counterclaim known to FBL, except as disclosed in writing to
Hibernia on or prior to the date hereof.
7.16. Allowance for Loan Losses. The allowances for
possible loan losses shown on the balance sheets of FBL as of
September 30, 1993 are adequate in all material respects under the
requirements of GAAP to provide for possible losses, net of
recoveries, relating to loans previously charged off, on loans
outstanding (including accrued interest receivable) as of September
30, 1993, and each such allowance has been established in
accordance with GAAP.
7.17. Title to Assets; Adequate Insurance Coverage.
(a) As of September 30, 1993, FBL and the Banks had, and
except with respect to assets disposed of for adequate
consideration in the ordinary course of business since such date,
now have, good and merchantable title to all real property and good
and merchantable title to all other material properties and assets
reflected in the FBL Financial Statements, free and clear of all
mortgages, liens, pledges, restrictions, security interests,
charges and encumbrances of any nature except for (i) mortgages and
encumbrances which secure indebtedness which is properly reflected
in the FBL Financial Statements or which secure deposits of public
funds as required by law; (ii) liens for taxes accrued by not yet
payable; (iii) liens arising as a matter of law in the ordinary
course of business with respect to obligations incurred after
September 30, 1993, provided that the obligations secured by such
liens are not delinquent or are being contested in good faith; (iv)
such imperfections of title and encumbrances, if any, as do not
materially detract from the value or materially interfere with the
present use of any of such properties or assets or the potential
sale of any such owned properties or assets; (v) the pledge of the
stock of the Banks to Whitney National Bank disclosed on Schedule
7.6 hereto, (vi) the pledge of certain mortgage-backed securities
to the Federal Home Loan Bank ("FHLB") to secure certain advances
from FHLB and (vii) capital leases and leases, if any, to third
parties for fair and adequate consideration. FBL and the Banks
own, or have valid leasehold interests in, all material properties
and assets, tangible or intangible, used in the conduct of its
business. Any real property and other material assets held under
lease by FBL or the Banks are held under valid, subsisting and
enforceable leases with such exceptions as are not material and do
not interfere with the use made or proposed to be made by Hibernia
in such lease of such property.
(b) With respect to each lease of any real property or
a material amount of personal property to which FBL or either of
the Banks is a party, except for financing leases in which FBL or
the Banks is lessor: (i) such lease is in full force and effect in
accordance with its terms; (ii) all rents and other monetary
amounts that have become due and payable thereunder have been paid;
(ii) there exists no default or event, occurrence, condition or act
which with the giving of notice, the lapse of time or the happening
of any further event, occurrence, condition or act would become a
default under such lease; and (iv) neither the Merger nor the
merger of the Banks and HNB will constitute a default or a cause
for termination or modification of such lease.
(c) Neither FBL nor the Banks have any legal obligation,
absolute or contingent, to any other person to sell or otherwise
dispose of any substantial part of its assets or to sell or dispose
of any of its assets except in the ordinary course of business
consistent with past practices.
(d) To the knowledge and belief of its management, the
policies of fire, theft, liability and other insurance, including
fidelity bonds, maintained with respect to the assets or businesses
of FBL and the Banks provide adequate coverage against loss.
7.18. Employee Plans. To the best of FBL's knowledge
and belief, it, the Banks, and all "employee benefit plans," as
defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), that cover one or more employees
employed by FBL or the Banks:
(i) is in compliance with all laws, regulations,
reporting and licensing requirements and orders applicable to its
business or to such plan or any of its employees (because of such
employee's activities on behalf of it), the breach or violation of
which could have a material and adverse effect on such business;
and
(ii) has received no notification from any agency
or department of federal, state or local government or the staff
thereof asserting that any such entity is not in compliance with
any of the statutes, regulations or ordinances that such
governmental authority enforces, or threatening to revoke any
license, franchise, permit or governmental authorization, and is
subject to no agreement with any such governmental authority with
respect to its assets or business.
7.19. Copies of Employee Plans. On or prior to the date
hereof, FBL has provided Hibernia with true, complete and accurate
copies of all pension, retirement, stock purchase, stock bonus,
stock ownership, stock option, savings, stock appreciation right or
profit-sharing plans, any employment, deferred compensation,
consultant, severance, bonus, or collective bargaining agreement or
group insurance contract, or any other incentive, welfare, or
employee benefit plan or agreement maintained by it or the Banks
for its or the Banks' employees or former employees.
7.20. Plan Liability. Except for liabilities to the
Pension Benefit Guaranty Corporation pursuant to Section 4007 of
ERISA, all of which have been fully paid, and except for
liabilities to the Internal Revenue Service under section 4971 of
the Internal Revenue Code, all of which have been fully paid,
neither FBL nor the Banks have any liability to the Pension Benefit
Guaranty Corporation or to the Internal Revenue Service with
respect to any pension plan qualified under Section 401 of the
Internal Revenue Code.
7.21. No Default. Neither FBL nor the Banks are in
default in any material respect under any contract, agreement,
commitment, arrangement, lease, insurance policy or other
instrument to which it is a party or by which its respective
assets, business or operations may be bound or affected or under
which it or its respective assets, business or operations receive
benefits, and there has not occurred any event that with the lapse
of time or the giving of notice or both would constitute such a
default.
7.22. Minutes. Within thirty days after the date
hereof, FBL will make available to Hibernia, for inspection
pursuant to the terms of Section 9.5 hereof, the minutes of
meetings of FBL's and the Banks' Boards of Directors and all
committees thereof held prior to the date hereof, which minutes are
complete and correct in all respects and fully and fairly present
the deliberations and actions of such Boards and committees and
accurately reflect the business condition and operations of FBL and
the Banks as of the dates and for the periods indicated therein.
7.23. Insurance Policies. Attached hereto as Schedule
7.23 is a schedule detailing all policies of fire, theft, public
liability, and other insurance (including without limitation
fidelity bonds and directors and officers liability insurance)
maintained by FBL or the Banks at the date hereof. Except as
disclosed on Schedule 7.23 hereto, neither FBL nor the Banks have
received any notice of a premium increase or cancellation with
respect to any of its insurance policies or bonds, and within the
last three years, neither FBL nor the Banks have been refused any
insurance coverage sought or applied for, and it has no reason to
believe that existing insurance coverage cannot be renewed as and
when the same shall expire, upon terms and conditions as favorable
as those presently in effect, other than possible increases in
premiums or unavailability of coverage that do not result from any
extraordinary loss experience of FBL or the Banks.
7.24. Investments. Except for pledges to secure public
or trust deposits, none of the investments reflected in the FBL
Financial Statements under the heading "Investment Securities," and
none of the investments made by FBL or the Banks since September
30, 1993, and none of the assets reflected in the FBL Financial
Statements under the heading "Cash and Due From Banks," is subject
to any restriction, whether contractual or statutory, that
materially impairs the ability of FBL or the Banks freely to
dispose of such investment at any time. With respect to all
repurchase agreements to which FBL or the Banks is a party, FBL or
the Banks, as the case may be, has a valid, perfected first lien or
security interest in the government securities or other collateral
securing each such repurchase agreement which equals or exceeds the
amount of the debt secured by such collateral under such agreement.
7.25. Environmental Matters. Neither FBL nor the Banks
nor, to the knowledge of FBL and the Banks, any previous owner or
operator of any properties at any time owned (including any
properties owned as a result of foreclosure of a loan, whether
still owned or subsequently resold) leased, or occupied by FBL or
the Banks or used by FBL or the Banks in their respective business
("FBL Properties") used, generated, treated, stored, or disposed of
any hazardous waste, toxic substance, or similar materials on,
under, or about FBL Properties except in compliance with all
applicable federal, state, and local laws, rules, and regulations
pertaining to air and water quality, hazardous waste, waste
disposal, air emissions, and other environmental matters
("Environmental Laws"). Neither FBL nor the Banks have received
any notice of noncompliance with Environmental Laws, applicable
laws, orders, or regulations of any governmental authorities
relating to waste generated by any such party or otherwise or
notice that any such party is liable or responsible for the
remediation, removal, or clean-up of any site relating to FBL
Properties.
8. Representations and Warranties of Hibernia. Hibernia
(and not its directors or officers in their personal capacities)
hereby represents and warrants as follows:
8.1. Recitals. The facts set forth in the preamble to
this Agreement with respect to it are true and correct.
8.2. Organization and Qualification. Hibernia is a
corporation, and HNB is a national banking association, duly
organized, validly existing and in good standing under the laws of
the State of Louisiana and the United States of America,
respectively. Each of Hibernia and its material subsidiaries has
the corporate power and authority to carry on its business as it is
now being conducted and to own, lease and operate its assets,
properties and business, and Hibernia has all requisite power and
authority to execute and deliver this Agreement and perform its
obligations hereunder.
8.3. Shares Fully Paid and Non Assessable. The
outstanding shares of capital stock of Hibernia Corporation and HNB
are validly issued and outstanding, fully paid and nonassessable
(subject, in the case of HNB, to 12 U.S.C. Section 55) and all of
such shares of HNB are owned directly or indirectly by Hibernia
free and clear of all liens, claims, and encumbrances. The shares
of Hibernia Common Stock to be issued in connection with the Merger
pursuant to this Agreement will have been duly authorized and, when
issued in accordance with the terms of this Agreement, will be
validly issued, fully paid, and nonassessable.
8.4. Due Authorization. The execution, delivery and
performance of this Agreement have been authorized by Hibernia's
Board of Directors, and, subject to the regulatory and other
approvals required by Section 12 hereof, all corporate acts and
other proceedings required for the due and valid authorization,
execution, delivery and performance by Hibernia of this Agreement
and the consummation of the Merger have been validly and
appropriately taken. Subject to receipt of the regulatory and
other approvals required by Section 12 hereof, this Agreement is a
legal, valid, and binding obligation of Hibernia enforceable
against Hibernia in accordance with its terms, except that
enforcement may be limited by bankruptcy, insolvency, and other
laws of general applicability relating to or affecting creditors'
rights generally and by general equitable principles or principles
of Louisiana law that are similar to equitable principles in
jurisdictions that recognize a distinction between law and equity.
8.5. No Conflicts. Except as disclosed on Schedule 8.5
hereto, the execution and delivery of this Agreement by Hibernia
does not, and the consummation of the transactions contemplated
hereby by it will not, constitute (i) a breach or violation of, or
a default under, any law, rule, or regulation or any judgment,
decree, order, governmental permit or license, or agreement,
indenture, or instrument of Hibernia or its subsidiaries or by
which Hibernia or any of its subsidiaries is subject, which breach,
violation or default would have a material and adverse effect on
the financial condition, properties, businesses, or results of
operations of Hibernia and its subsidiaries taken as a whole or on
the transactions contemplated hereby, (ii) to the best of the
knowledge of Hibernia's management, a breach or violation of, or a
default under, any law, rule, or regulation or any judgment,
decree, order, governmental permit or license, or agreement,
indenture, or instrument of Hibernia or its subsidiaries or to
which Hibernia or any of its subsidiaries is subject, or (iii) a
breach or violation of, or a default under the Articles of
Incorporation or Association or Bylaws of Hibernia, or of its
subsidiaries, and the consummation of the transactions contemplated
hereby will not require any consent or approval under any such law,
rule, regulation, judgment, decree, order, governmental permit or
license or the consent or approval of any other party to any such
agreement, indenture, or instrument, other than any required
approvals of shareholders and applicable regulatory authorities.
8.6. Reports of Hibernia. As of their respective dates,
none of its Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, its Quarterly Reports on Form 10-Q for the
periods ended March 31 and September 30, 1993, and its proxy
statement for its 1993 annual meeting of shareholders, each in the
form (including exhibits) filed with the Securities and Exchange
Commission (the "SEC") and its quarterly report to shareholders
for the period ended September 30, 1993 (collectively, the
"Hibernia Reports"), contained any untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements made therein, in light
of the circumstances under which they were made, not misleading.
There is no fact or circumstance that, individually or in the
aggregate, materially and adversely has affected or is so
affecting, or, in the opinion of the executive officers of
Hibernia, may reasonably be expected in the future to so affect,
the business, financial condition, net worth, properties, prospects
or results of operations of Hibernia and its subsidiaries, taken as
a whole, that has not been disclosed in the Hibernia Reports. Each
of the balance sheets in or incorporated by reference into the
Hibernia Reports (including the related notes) fairly presents the
financial position of the entity or entities to which it relates as
of its date and each of the statements of income and stockholders'
equity and statement of cash flows or equivalent statements in the
Hibernia Reports (including any related notes and schedules) fairly
presents the results of operations and changes in stockholders'
equity, as the case may be, of the entity or entities to which it
relates for the periods set forth therein (subject, in the case of
unaudited statements, to year-end audit adjustments that will not
be material in amount or effect), in each case in accordance with
GAAP consistently applied during the periods involved, except as
may be noted therein. Copies of the Hibernia Reports have been
furnished to FBL on or before the date hereof.
8.7. No Material Adverse Change. Since September 30,
1993, there has been no event or condition of any character
(whether actual, or to the knowledge of Hibernia or HNB, threatened
or contemplated) that has had or can reasonably be anticipated to
have, or that, if concluded or sustained adversely to Hibernia,
would reasonably be anticipated to have, a material adverse effect
on the financial condition, results of operations, business or
prospects of Hibernia or HNB, excluding changes in laws or
regulations that affecting banking institutions generally.
8.8. Loans. To the best knowledge and belief of its
management, and management of HNB, each loan reflected as an asset
of Hibernia in the unaudited consolidated balance sheet contained
in Hibernia's quarterly report to shareholders for the period ended
September 30, 1993, or acquired since that date, is the legal,
valid and binding obligation of the obligor named therein,
enforceable in accordance with its terms, and no loan is subject to
any asserted defense, offset, or counterclaim known to Hibernia,
except as disclosed on Schedule 8.8 hereto.
8.9. Litigation. Except as disclosed on Schedule 8.9
hereto, no litigation, proceeding or controversy before any court
or governmental agency is pending that in the opinion of its
management is likely to have a material and adverse effect on the
business, results of operations or financial condition of Hibernia
and its subsidiaries taken as a whole, and, to the best of its
knowledge, no such litigation, proceeding or controversy has been
threatened or is contemplated. Except as disclosed on Schedule
8.9, neither Hibernia nor HNB is subject to any written agreement,
memorandum or order with or by any bank or bank holding company
regulatory authority that materially restricts its operations or
requires any material actions.
8.10. Environmental Matters. Hibernia and HNB are in
material compliance with all environmental laws and regulations
applicable to them as to which failure to comply could be
reasonably anticipated to result in a material adverse change in
the financial condition of Hibernia or a material loss to Hibernia
or HNB.
9. Agreements and Covenants. Hibernia and FBL each hereby
agrees and covenants to the other that:
9.1. Shareholder Approvals. If required by applicable
law, this Agreement shall be submitted to its respective
shareholders at a special meeting called and held in accordance
with applicable provisions of law (to be scheduled to the extent
possible for the date of the shareholders' meeting for the other
party hereto, if any) at which its shareholders shall be asked to
consider and vote upon this Agreement and the transactions
contemplated hereby.
9.2. Actions Necessary to Complete Merger. It shall use
its best efforts in good faith to take or cause to be taken all
action necessary or desirable under this Agreement on its part as
promptly as practicable so as to permit the consummation of this
Agreement at the earliest possible date (including obtaining the
consent or approval of each governmental authority and individual,
partnership, corporation, association, or any other form of
business or professional entity whose consent or approval is
required for the consummation of the transactions contemplated
hereby, requesting the delivery of appropriate opinions and letters
from its counsel and recommending that this Agreement be approved
by its shareholders) and cooperate fully with the other party
hereto to that end; provided, however, that neither party shall be
obligated to satisfy any materially burdensome condition placed
upon any regulatory approval required in order to consummate the
Merger.
9.3. Preparation of Registration Statement and Proxy
Statement. It shall prepare as promptly as practicable jointly
with the other party hereto a proxy statement to be mailed to the
shareholders of each party the shareholders of which are to vote
upon this Agreement in connection with the transactions
contemplated hereby and to be part of a registration statement (the
"Registration Statement") to be filed by Hibernia with the SEC
pursuant to the Securities Act of 1933, as amended (the "1933 Act")
with respect to the shares to be issued in the Merger. When the
Registration Statement or any post-effective amendment thereto
shall become effective, and at all times subsequent to such
effectiveness, up to and including the time of the last shareholder
meeting with respect to the transactions contemplated hereby, such
Registration Statement and all amendments or supplements thereto,
with respect to all information set forth therein furnished or to
be furnished by Hibernia relating to Hibernia and by FBL relating
to FBL, (i) will comply in all material respects with the
provisions of the 1933 Act and the rules and regulations of the SEC
thereunder and (ii) will not contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements contained
therein not misleading. Hibernia will advise FBL promptly after it
receives notice thereof of the time when the Registration Statement
has become effective or any supplement or amendment has been filed,
of the issuance of any stop order, of the suspension of the
qualification of the Hibernia Common Stock issuable in connection
with the Merger for offering or sale in any jurisdiction, of the
initiation or threat of any proceeding for any such purpose, or of
any request by the SEC for the amendment or supplement of the
Registration Statement or for additional information.
9.4. Press Releases and Public Statements. Unless
approved by Hibernia and FBL in advance, FBL and Hibernia will not
issue any press release or written statement for general
circulation relating to the transactions contemplated hereby,
except as otherwise required by law. The parties will cooperate in
any public announcements directly related to the Merger; provided,
however, that, in the event Hibernia determines to file a current
report on Form 8-K that discloses only the substantive facts of a
previously released press release, such filing may be made without
prior consultation with FBL so long as FBL is furnished with a copy
of such report prior to its filing.
9.5. Material Developments; Access to Information.
(i) In order to afford FBL access to such
information as it may reasonably deem necessary to perform its due
diligence review with respect to Hibernia and its assets in
connection with the Merger, Hibernia shall (and shall cause HNB
to), (A) upon reasonable notice, afford FBL and its officers,
employees, counsel, accountants and other authorized
representatives, during normal business hours throughout the period
prior to the Effective Date and to the extent consistent with
applicable law, access to its premises, properties, books and
records, and to furnish FBL and such representatives with such
financial and operating data and other information of any kind
respecting its business and properties as FBL shall from time to
time reasonably request to perform such review, (B) furnish FBL
with copies of all reports filed by Hibernia with the Securities
and Exchange Commission ("SEC") throughout the period after the
date hereof prior to the Effective Date promptly after such reports
are so filed, and (C) promptly advise FBL of the occurrence before
the Effective Date of any event or condition of any character
(whether actual or to the knowledge of Hibernia, threatened or
contemplated) that has had or can reasonably be anticipated to
have, or that, if concluded or sustained adversely to Hibernia,
would reasonably be anticipated to have, a material adverse effect
on the financial condition, results of operations, business or
prospects of its consolidated group as a whole.
(ii) In order to afford Hibernia access to such
information as it may reasonably deem necessary to perform any due
diligence review with respect to the assets of FBL to be acquired
as a result of the Merger, FBL shall (and shall cause the Banks
to), upon reasonable notice, afford Hibernia and its officers,
employees, counsel, accountants, and other authorized
representatives access, during normal business hours throughout the
period prior to the Effective Date, to all of its and the Banks'
properties, books, contracts, commitments, loan files, litigation
files, and records (including, but not limited to, the minutes of
the Boards of Directors of FBL and the Banks and all committees
thereof), and it shall (and shall cause the Banks to), upon
reasonable notice and to the extent consistent with applicable law,
furnish promptly to Hibernia such information as Hibernia may
reasonably request to perform such review.
(iii) No investigation pursuant to this Section 9.5
shall affect or be deemed to modify any representation or warranty
made by, or the conditions to the obligations to consummate the
Merger of, either party to this Agreement.
9.6. Prohibited Negotiations. Prior to the Effective
Date, neither FBL nor the Banks shall solicit or encourage
inquiries or proposals with respect to, furnish any information
relating to, or participate in any negotiations or discussions
concerning, any acquisition or purchase of all or a substantial
portion of the assets of, or of a substantial equity interest in,
FBL or the Banks or any business combination with FBL or the Banks
other than as contemplated by this Agreement. FBL shall instruct
each officer, director, agent, or affiliate of it or the Banks to
refrain from doing any of the above, and FBL will notify Hibernia
promptly if any such inquiries or proposals are received by, any
such information is requested from, or any such negotiations or
discussions are sought to be initiated with, FBL; provided,
however, that nothing contained in this section shall be deemed to
prohibit any officer or director of FBL or the Banks from taking
any action that, in the opinion of counsel to FBL or the Banks, a
copy of which opinion shall be furnished to Hibernia upon its
request, is required by applicable law.
9.7. Affiliates. Prior to the Closing Date (as defined
in Section 14 hereof), FBL shall deliver to Hibernia a letter
identifying all persons whom it believes to be "affiliates" of FBL
for purposes of Rule 145(c) or Rule 144 (as applicable) under the
1933 Act ("Affiliates"). FBL shall use its best efforts to cause
each person so identified to deliver to Hibernia prior to the
Effective Date a written agreement in substantially the form of
Exhibit 9.7 hereto providing, among other things,that such person
will not dispose of Hibernia Common Stock received in the Merger
except in compliance with the 1933 Act and the rules and
regulations thereunder and except in accordance with Section 201.01
of the SEC's Codification of Financial Reporting Policies;
provided, however, that FBL shall have no such obligation to use
its best efforts to cause any such identified person to deliver to
Hibernia such agreement if such person may not lawfully execute
such agreement.
9.8. Adjustment for Changes in Outstanding Shares. In
the event that prior to the Effective Date the outstanding shares
of Hibernia Common Stock shall have been increased, decreased, or
changed into or exchanged for a different number or kind of shares
or securities by reorganization, recapitalization,
reclassification, stock dividend, stock split, or other like
changes in the Hibernia's capitalization, then an appropriate and
proportionate adjustment shall be made in the number and kind of
shares of Hibernia Common Stock to be thereafter delivered pursuant
to Section 3.1 hereof.
9.9. Accounting Treatment. It shall use its best
efforts to cause the Merger to qualify for pooling-of-interests
accounting treatment to the extent factors affecting such treatment
are within its control. In addition, the parties hereto shall
endeavor to obtain a comfort letter from a certified public
accounting firm regarding accounting for the Merger as a pooling-
of-interests prior to execution hereof, which letter shall be
affirmed as of the Closing Date.
9.10. Cooperation in Bank Merger. Promptly upon request
by Hibernia, FBL shall, and it shall cause the Banks to, take any
and all necessary or appropriate actions to cause the Banks to
become merged with and into HNB effective as of, or as soon as
practicable after, the Effective Date.
9.11. Adoption of Accounting Policies. As soon as
practicable after the satisfaction or waiver of all conditions to
the Closing set forth in Section 12 of this Agreement and in any
event prior to the Effective Date (unless this Agreement is
terminated pursuant to Section 13 hereof), FBL shall, and it shall
cause the Banks to, take any and all necessary or appropriate
actions to adopt all Hibernia accounting procedures and policies
(including without limitation those policies pertaining to charged-
off and non-accrual assets); provided, however, that no such
action taken by FBL or the Banks at the request of Hibernia or HNB
pursuant to this Section shall be deemed to be, or be deemed to
cause, a breach of any representation or warranty made by FBL
herein.
9.12. Covenant to Close. At such time as is deemed
appropriate by the parties hereto or as otherwise set forth in this
Agreement, and upon satisfaction or waiver of each of the
conditions to Closing of the Merger, the parties agree to take such
actions as are reasonably necessary or appropriate to effect the
Closing and the Merger.
9.13. Cooperation in Rule 144 Transfers. Hibernia
agrees to use its best efforts to file in a timely manner all
materials required to be filed pursuant to Section 13, 14, or 15(d)
of the Exchange Act, or the rules and regulations promulgated
thereunder, so as to continue the availability of Rule 144 for
sales of Hibernia Common Stock. In the event of any proposed sale
by any former shareholder of FBL who receives shares of Hibernia
Common Stock by reason of the Merger, Hibernia covenants to use its
best efforts to cooperate with such shareholder so as to enable
such sale to be made in accordance with Rule 144, the requirements
of Hibernia's transfer agent and the reasonable requirements of any
broker through which such a sale is proposed to be executed,
including, but not limited to, furnishing at its expense an opinion
of counsel or other statement satisfactory to the transfer agent to
the effect that the shares may be transferred, to the extent it is
able to furnish such an opinion.
9.14. Indemnification of Directors and Officers of FBL
and the Banks.
(a) From and after the Effective Date of the Merger,
Hibernia agrees to indemnify and hold harmless each person who, as
of the date immediately prior to the Closing Date, served as an
officer or director of FBL or either of the Banks (an "Indemnified
Person") from and against all damages, liabilities, judgments and
claims (and related expenses including, but not limited to,
attorney's fees and amounts paid in settlement) based upon or
arising from his capacity as an officer or director of FBL or the
Banks, to the same extent as he would have been indemnified under
the Articles of Incorporation and/or Bylaws of Hibernia, as such
documents were in effect on the date of this Agreement as if he
were an officer or director of Hibernia at all relevant times;
provided, however, that the indemnification provided by this
Section shall not apply to any claim against an Indemnified Person
if such Indemnified Person knew or should have known of the
existence of the claim and failed to make a good faith effort to
require FBL or either of the Banks, as the case may be, to notify
its director and officer liability insurance carrier of the
existence of such claim prior to the Closing Date.
(b) The rights granted to the Indemnified Persons hereby
shall be contractual rights inuring to the benefit of all
Indemnified Persons and shall survive this Agreement and any
merger, consolidation or reorganization of Hibernia or HNB.
(c) The rights to indemnification granted by this
subsection 9.14 are subject to the following limitations: (i) the
total aggregate indemnification to be provided by Hibernia pursuant
to subsection 9.14(a) shall not exceed, as to all of the
Indemnified Persons as a group, the sum of $12,000,000, and
Hibernia shall have no responsibility to any Indemnified person for
the manner in which such sum is allocated among that group (but
nothing in this subsection is intended to prohibit the Indemnified
Persons from seeking reallocation among themselves); (ii) a
director or officer who would otherwise be an Indemnified Person
under this subsection 9.14 shall not be entitled to the benefits
hereof unless such director or officer has executed a Joinder
Agreement (the "Joinder Agreement") in the form of Exhibit 9.14
hereto; and (iii) amounts otherwise required to be paid by Hibernia
to an Indemnified Person pursuant to this subsection 9.14 shall be
reduced by any amounts that such Indemnified Person recovers by
virtue of the claim for which other employees and officers
indemnification is sought.
(d) Hibernia agrees that the $12,000,000 indemnification
limit set forth in paragraph (c) of this Section 9.14 shall not
apply to any damages, liabilities, judgments and claims (and
related expenses, including but not limited to attorney's fees and
amounts paid in settlement) insofar as they arise out of or are
based upon the matters for which indemnification is provided in
Section 11.2 hereof.
9.15. Administration of FBL ESOP after Closing. At the
Effective Date, Hibernia will freeze participation in the FBL ESOP
and will continue to maintain the FBL ESOP through the "transition
period" as defined by Section 410 (b) (6) (C) of the Code. During
the transition period and to the extent permitted by law, Hibernia
will, to the extent permitted under Section 404 and Section 415 of
the Code, accelerate the allocation of the "special suspense
shares" and "suspense shares" as defined in the FBL ESOP;
provided, however, that additional employer contributions for the
purpose of accelerating the allocation of suspense shares will not
be made by Hibernia until all special suspense shares have been
allocated.
10. Permits, Consents and Approvals. As promptly as practicable
after the date hereof:
(a) Hibernia shall submit an application to the Board of
Governors of the Federal Reserve System (the "Federal Reserve
Board") for approval of the transactions contemplated hereby in
accordance with the provisions of the Bank Holding Company Act;
(b) Hibernia shall submit an application to the
Comptroller of the Currency (the "Comptroller") for approval of the
transactions contemplated hereby in accordance with the provisions
of the Bank Merger Act;
(c) FBL shall endeavor to have its Affiliates execute a
written agreement in substantially the form of Exhibit 9.7 hereto;
provided, however, that FBL shall have no such obligation prior to
the receipt by the Board of Directors of FBL of the Fairness
Opinion; and
(d) FBL shall endeavor to have each of the directors of
FBL and First National Bank of West Monroe execute a Non-
Competition Agreement in substantially the form of Exhibit 10(d)
hereto; provided, however, that FBL shall have no such obligation
prior to the receipt by the Board of Directors of FBL of the
Fairness Opinion.
11. Confidentiality; Hold Harmless; Restriction on
Acquisitions.
11.1. Confidentiality. For a period of five years after
the date hereof, the parties hereto acknowledge that each of them
or their representatives or agents has engaged in, and may continue
to engage in, certain due diligence reviews and examinations with
respect to the other and that, in the course of such reviews and
examination, has received or may receive in the future confidential
or proprietary information. Hibernia and FBL agree, on behalf of
themselves, their respective officers, directors, employees,
representatives and agents, that they will not use any information
obtained pursuant to due diligence investigations for any purpose
unrelated to the consummation of the transactions contemplated by
this Agreement, and, if the Merger is not consummated, will hold
all such information and documents in confidence unless and until
such time as such information or documents otherwise become
publicly available or as it is advised by counsel that any such
information or document is required by law to be disclosed, in
which event the party required to make such disclosure shall advise
and consult with the other party reasonably in advance of such
disclosure regarding the information proposed to be disclosed. In
the event of the termination of this Agreement, Hibernia and FBL
shall, promptly upon request by the other party, either destroy or
return any documents so obtained.
11.2. Hold Harmless. Hibernia will indemnify and hold
harmless FBL, each of its directors and officers and each person,
if any who controls FBL or the Banks within the meaning of the 1933
Act against any losses, claims, damages or liabilities, joint,
several or solidary, to which they or any of them may become
subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement, or in any amendment or supplement thereto, or arising
out of or based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, and will reimburse
each such person for any legal or other expenses reasonably
incurred by such person in connection with investigating or
defending any such action or claim; provided, however, that
Hibernia shall not be liable in any such case to the extent that
any such loss, claim, damage or liability (or action in respect
thereof) arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in
the Registration Statement or any such amendment or supplement in
reliance upon and in conformity with information furnished to
Hibernia by FBL or either of the Banks for use therein. Promptly
after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against Hibernia under this
Section, notify Hibernia in writing of the commencement thereof.
In case any such action shall be brought against any indemnified
party and it shall notify Hibernia of the commencement thereof,
Hibernia shall be entitled to participate therein, and to the
extent that it shall wish, to assume the defense thereof, with
counsel satisfactory to such indemnified party, and, after notice
from Hibernia to such indemnified party of its election to so
assume the defense thereof, Hibernia shall not be liable to such
indemnified party under this Section 11.2 for any legal expenses of
other counsel or any other expenses subsequently incurred by such
indemnified party.
11.3 Restriction of Acquisitions. Hibernia agrees that
it will not acquire or agree to acquire or merge with any bank or
financial institution in Ouachita Parish while this Agreement is in
effect that, in the reasonable opinion of FBL, would result in a
concentration of market share in the Monroe banking market that
would exceed the aggregate Herfendal-Hirschman Index threshold of
1800
12. Conditions. The consummation of the Merger is
conditioned upon:
12.1. Shareholder Approval; Dissenters. Approval of
this Agreement by the required vote of shareholders of FBL and
exercise and perfection of dissenters' rights pursuant to Section
12: 131 of the LBCL by holders of FBL Common Stock holding in the
aggregate no more than 10% of the FBL Common Stock outstanding on
the Closing Date.
12.2. Federal Reserve Board and OCC Approvals.
Procurement by Hibernia of the approval of the Federal Reserve
Board and the Comptroller of the Merger and any and all other
transactions contemplated hereby.
12.3. Federal Reserve Bank Approval. Procurement by
Hibernia of the approval of the Federal Reserve Bank of Atlanta, if
such approval is required under the terms of the Agreement between
Hibernia and the Federal Reserve Bank dated December 23, 1991.
12.4. No Restraining Action. No litigation or
proceeding initiated by any governmental authority shall be pending
before any court or agency that shall present a claim to restrain,
prohibit or invalidate the transactions contemplated hereby and
neither Hibernia nor FBL shall be prohibited by any order of any
court or other governmental authority from consummating the
transactions provided for in this Agreement.
12.5. Opinion of Hibernia Counsel. FBL and its
directors shall have received an opinion, dated the Closing Date,
of counsel for Hibernia, in substantially the form of Exhibit 12.6
hereto with respect to the transactions contemplated hereby.
12.6. Opinion of FBL Counsel. Hibernia, its directors
and its officers who sign the Registration Statement shall have
received an opinion, dated the Closing Date, of Werner & Blank, PLA
counsel for FBL, which firm may, with respect to matters of
Louisiana law, rely upon the opinion of FBL's local counsel, in
substantially the form of Exhibit 12.7 hereto with respect to the
transactions contemplated hereby.
12.7. Representations, Warranties and Agreements of FBL.
Each of the representations, warranties, and agreements of FBL
contained herein in all material respects shall be true on, or
complied with by, the Closing Date as if made on such date (or on
the date when made in the case of any representation or warranty
which specifically relates to an earlier date) and Hibernia shall
have received a certificate signed by the President of FBL, dated
the Closing Date, to such effect; FBL shall have furnished to
Hibernia such other certificates as Hibernia shall reasonably
request in connection with the Closing (as defined in Section 14
hereof), evidencing compliance with the terms hereof and its
status, business and financial condition. FBL shall have furnished
Hibernia with such further documents or other materials as Hibernia
shall have reasonably requested in connection with the transactions
contemplated hereby.
12.8. Representations, Warranties and Agreements of
Hibernia. Each of the representations, warranties and agreements
of Hibernia contained herein in all material respects shall be true
on, or complied with by, the Closing Date as if made on such date
(or the date when made in the case of any representations or
warranty which specifically relates to an earlier date) and FBL
shall have received a certificate signed by the Chief Executive
Officer and the Treasurer of Hibernia, dated the Closing Date, to
such effect; Hibernia shall have furnished to FBL such other
certificates as FBL shall reasonably request in connection with the
Closing, evidencing compliance with the terms hereof and its
status, business and financial condition. Hibernia shall have
furnished FBL with such further documents or other materials as FBL
shall have reasonably requested in connection with the transactions
contemplated hereby.
12.9. Effective Registration Statement. The
Registration Statement shall have become effective and no stop
order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall
have been initiated or threatened by the SEC and FBL shall have
received a certificate to such effect from the officer of Hibernia
designated as its agent for service on the cover page of the
Registration Statement (which certificate may be to the knowledge
of such officer).
12.10. Blue Sky. Hibernia shall have received all state
securities laws and "blue sky" permits and other authorizations
necessary to consummate the transactions contemplated hereby.
12.11. Tax Ruling. FBL shall have received an opinion
of a nationally recognized public accounting firm satisfactory to
Hibernia, which opinion shall be satisfactory in form and substance
to Hibernia and FBL, to the effect that the Merger when consummated
in accordance with the terms hereof will constitute a
reorganization within the meaning of Section 368(a) of the Internal
Revenue Code, and that the exchange of FBL Common Stock to the
extent exchanged for Hibernia Common Stock will not give rise to
gain or loss to the shareholders of FBL with respect to such
exchange and that the Louisiana income tax treatment to the
shareholders of FBL will be substantially the same as the federal
income tax treatment to the shareholders of FBL.
12.12. Listing on New York Stock Exchange. The shares
of Hibernia Common Stock issuable to the holders of FBL Common
Stock in the Merger shall have been approved for listing on the New
York Stock Exchange, Inc. on or before the Closing Date, subject to
official notice of issuance.
12.13. Fairness Opinion. FBL shall have received a
letter from Austin & Associates, Inc. dated within five days of the
scheduled date of mailing of the Proxy Statement to its
shareholders, and updated to within five days of the Closing Date
to the effect that the terms of the Merger are fair to its
shareholders from a financial point of view.
12.14. Employment Agreements. Hibernia and/or HNB shall
have executed employment agreements, to be effective as of the
Effective Date, with J. Herbert Boydstun and Malcolm E. Maddox.
12.15. Assertion of Conditions. A failure to satisfy
any of the requirements set forth in Section 12.5, 12.8, 12.12 or
12.14 shall only constitute conditions to consummation of the
Merger if asserted by FBL and a failure to satisfy any of the
requirements set forth in Section 12.6 or 12.7 shall only
constitute conditions to consummation of the Merger if asserted by
Hibernia.
13. Termination. This Agreement may be terminated prior to
the Closing Date, either before or after its approval by the
shareholders of the parties hereto, in any of the following events:
13.1. Mutual Consent. By the mutual consent of the
parties hereto, if the Board of Directors of each party so
determines by vote of a majority of the members of its entire
Board.
13.2. Breach of Representation, Warranty or Covenant.
By either party hereto, in the event of a breach by the other party
(a) of any covenant or agreement contained herein or (b) of any
representation or warranty herein, if (i) the facts constituting
such breach reflect a material and adverse change in the financial
condition, results of operations, business, or prospects taken as
a whole, of the breaching party, which in either case cannot be or
is not cured within 60 days after written notice of such breach is
given to the party committing such breach, or (ii) in the event of
a breach of a warranty or covenant, such breach results in a
material increase in the cost of the non-breaching party's
performance of this Agreement.
13.3. Passage of Time; Inability to Satisfy Conditions.
By either party hereto, in the event that (i) the Merger is not
consummated by September 30, 1994, or (ii) any condition to Closing
cannot be satisfied by September 30, 1994 and will not be waived by
the party or parties entitled to waive it.
13.4. Failure to Obtain Regulatory Approval. By either
party hereto, at any time after the Federal Reserve Board, the
Federal Reserve Bank or the Comptroller has denied any application
for any approval or clearance required to be obtained as a
condition to the consummation of the Merger and the time period for
all appeals or requests for reconsideration thereof has run.
13.5. Failure to Obtain Shareholder Approval. By either
party hereto, if the Merger is not approved by the required vote of
shareholders of FBL.
13.6. Dissenters. By Hibernia, if holders of more than
10 percent of the outstanding FBL Common Stock exercise statutory
rights of dissent and appraisal pursuant to Part XIII of the LBCL.
13.7. Material Adverse Change. By FBL, if a material
adverse change as described in Section 8.7 of this Agreement
occurs, and by Hibernia, if a material adverse change as described
in Section 7.7 hereof occurs, after the date hereof and prior to
the Closing.
13.8. Use of Pooling-of-Interests Accounting Treatment.
By Hibernia, in the event it shall determine that the facts and
circumstances surrounding the Merger prohibit or materially
jeopardize the treatment of the Merger as a pooling-of-interests
for accounting purposes.
13.9. Fairness Opinion. By FBL, if it shall not have
received a letter from Austin & Associates, Inc. dated within five
days of the scheduled date of mailing of its proxy statement to its
shareholders, and updated to within five days of the Closing Date,
to the effect that the terms of the Merger are fair to its
shareholders from a financial point of view.
14. Closing and Effective Date. The closing of the Merger
(the "Closing") shall take place at the office of Hibernia at 313
Carondelet Street, New Orleans, Louisiana, at 11:00 a.m. local
time, or at such other place or time as shall be mutually agreeable
to the parties hereto, on the last business day of the month
occurring after the last to occur of: (i) the date that falls 30
days after the date of the order of the Federal Reserve Board
approving the Merger pursuant to the Bank Holding Company Act; (ii)
the date that falls 30 days after the date of the order of the
Comptroller approving the merger of the Banks with and into HNB
pursuant to the Bank Merger Act; and (iii) the date that falls 5
days after the date on which the last meeting of shareholders
called to approve this Agreement is held; or such later date within
60 days of such date as may be agreed upon between the parties
hereto (the date and time of the Closing being referred to herein
as the "Closing Date"). Immediately upon consummation of the
Closing, or on such other later date as the parties hereto may
agree, the Merger Agreement shall be certified, executed,
acknowledged and delivered to the Secretary of State of the State
of Louisiana (the "Secretary") for filing pursuant to and in
accordance with the provisions of Section 12:112 of the LBCL. The
Merger shall become effective as of the date and time of issuance
by the Secretary of a certificate of merger relating to the Merger
(such date and time being referred to herein as the "Effective
Date").
15. Survival and Termination of Representations, Warranties
and Covenants.
15.1. Except as otherwise provided in this Section 15,
the representations, warranties and covenants contained in this
Agreement shall terminate as of the earlier of the Effective Date
or the termination of this Agreement. Upon termination of such
representations, warranties and covenants, such provisions shall be
of no further force or effect, and no party hereto shall have any
legal right to redress, whether for breach of contract or
otherwise, as a result of a breach of any such provision.
15.2. The provisions and agreements set forth in
Sections 3, 5, 9.13, 9.14, 9.15 and 11 and the last sentence of
Section 8.3 hereof shall survive the Closing, if the Closing
occurs, for the benefit of the shareholders, directors and officers
of FBL who are the intended beneficiaries of such provisions;
provided, however, that the provisions of Section 9.14 shall
survive the Closing for a period of five years from the date of the
Closing only.
15.3. The provisions of Section 11 and liabilities for
a breach of the provisions of Sections 9.2 or 9.12 shall survive
the termination of this Agreement if this Agreement terminates
without the Closing or the Merger having occurred, in which event
liability for a breach of Section 9.2 or Section 9.12 shall survive
the termination of the Agreement for a period of 180 days following
the date on which the Agreement terminates. The parties further
agree that a breach of Section 9.2 or 9.12 may be enforced by an
action for specific performance of this Agreement. Nevertheless,
no party to this Agreement shall have a legal right to redress or
cause of action for a breach of Section 9.2 except in those
circumstances in which such breach directly resulted in the
termination of the Agreement.
15.4. In consideration of the mutual benefits and
agreements contained in this Agreement, each of the parties hereto,
on behalf of itself and its successors and assigns, hereby
irrevocably waives any right or cause of action which otherwise
would survive in the absence of this Section 15.
16. Amendment; Waivers. To the extent permitted under
applicable law, prior to the Closing Date any provision of this
Agreement may be amended or modified at any time, either before or
after its approval by the shareholders of the parties hereto, (i)
by an agreement in writing among the parties hereto approved by
their respective Boards of Directors and executed in the same
manner as this Agreement, and (ii) as provided in Section 12:112 of
the LBCL. Except with respect to any required shareholder or
regulatory approval, each party hereto, by written instrument
signed by a duly authorized officer of such party, may at any time
(whether before or after approval of this Agreement by the
shareholders of Hibernia or FBL) extend the time for the
performance of any of the obligations or other acts of the other
party hereto and may waive (i) any inaccuracies of the other party
in the representations or warranties contained in this agreement or
any document delivered pursuant hereto, (ii) compliance with any of
the covenants, undertakings, or agreements of the other party, or
satisfaction of any of the conditions precedent to its obligations,
contained herein or (iii) the performance by the other party of any
of its obligations set out herein or therein; provided that no such
waiver executed after approval of this Agreement by the
shareholders of Hibernia or FBL shall change the number of shares
of Hibernia Common Stock into which shares of FBL Common Stock will
be converted by the Merger.
17. Execution in Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed to
constitute an original. Each such counterpart shall become
effective when one counterpart has been signed by each party
hereto.
18. Governing Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Louisiana
applicable to agreements made and entirely to be performed within
such State, except as federal law may be applicable.
19. Expenses. Each party hereto will bear all expenses
incurred by it in connection with this Agreement and the
transactions contemplated hereby, including the fees, expenses and
disbursements of its counsel and auditors, provided that printing
expenses shall be borne by Hibernia.
20. No Assignment. Prior to the Effective Date, neither
party hereto may assign any of its rights or obligations under this
Agreement to any other person without the prior written consent of
the other bank holding company that is a party hereto, including
any transfer or assignment by operation of law.
21. Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient
if delivered personally or sent by registered or certified mail,
postage prepaid, to the President of each party hereto at the
address of such party set forth in the preamble to this Agreement
and shall be deemed to have been given as of the date so personally
delivered or mailed. A copy of all notices or other communications
directed to Hibernia shall be sent to:
HNB
313 Carondelet Street
New Orleans, Louisiana 70130
Attention: Corporate Law Division
and a copy of all notices or other communications directed to FBL
shall be sent to:
Werner & Blank, LPA
7205 W. Central avenue
Toledo, Ohio 43617
Attention: Martin D. Werner, Esq.
22. Headings. The headings in this Agreement are inserted
for convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.
23. Entire Agreement. This Agreement and the Schedules and
Exhibits hereto supersede any and all oral or written agreements
and understandings heretofore made relating to the subject matter
hereof and contain the entire agreement of the parties relating to
the subject matter hereof. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the
parties hereto, and their respective successors. Nothing in this
Agreement or in the Merger Agreement is intended to or shall be
construed to confer upon or to give any person other than the
parties hereto any rights, remedies, obligation or liabilities
under or by reason of this Agreement except as expressly provided
herein.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed in counterparts by their duly authorized
officers and their corporate seals to be hereunto affixed, all as
of the day and year first above written.
Hibernia Corporation
/s/STEPHEN A. HANSEL
Stephen A. Hansel
President and Chief Executive
Officer
Attest:
s/PATRICIA C. MERINGER
Patricia C. Meringer
Secretary
FIRST BANCORP OF LOUISIANA, INC.
By: s/J. HERBERT BOYDSTUN
J. Herbert Boydstun
President
Attest:
Secretary
<PAGE>
APPENDIX B
OPINION OF AUSTIN & ASSOCIATES
<PAGE>
APPENDIX C
CERTAIN PROVISIONS OF LOUISIANA LAW RELATING TO
THE RIGHTS OF DISSENTING SHAREHOLDERS
A. Except as provided in subsection B of this section, if a
corporation has, by vote of its shareholders, authorized a sale,
lease or exchange of all of its assets, or has, by vote of its
shareholders, become a party to a merger or consolidation, then,
unless such authorization or action shall have been given or
approved by at least eighty percent of the total voting power, a
shareholder who voted against such corporate action shall have the
right to dissent. If a corporation has become a party to a merger
pursuant to R.S. 12:112(H), the shareholders of any subsidiaries
party to the merger shall have the right to dissent without regard
to the proportion of the voting power which approved the merger and
despite the fact that the merger was not approved by vote of the
shareholders of any of the corporations involved.
B. The right to dissent provided by this Section shall not
exist in the case of:
(1) A sale pursuant to an order of a court having
jurisdiction in the premises.
(2) A sale for cash on terms requiring distribution of
all or substantially all of net proceeds to the
shareholders in accordance with their respective
interests within one year after the date of the
sale.
(3) Shareholders holding shares of any class of stock
which, at the record date fixed to determine
shareholders entitled to receive notice of and to
vote at the meeting of shareholders at which a
merger or consolidation was acted on, were listed
on a national securities exchange, unless the
articles of the corporation issuing such stock
provide otherwise or the shares of such
shareholders were not converted by the merger or
consolidation solely into shares of the surviving
or new corporation.
C. Except as provided in the last sentence of this
subsection, any shareholder electing to exercise such right of
dissent shall file with the corporation, prior to or at the meeting
of shareholders at which such proposed corporate action is
submitted to a vote, a written objection to such proposed corporate
action, and shall vote his shares against such action. If such
proposed corporate action be taken by the required vote, but by
less than eighty percent of the total voting power, and the merger,
consolidation or sale, lease or exchange of assets authorized
thereby be effected, the corporation shall promptly thereafter give
written notice thereof, by registered mail, to each shareholder who
filed such written objection to, and voted his shares against, such
action, at such shareholder's last address on the corporation's
records. Each such shareholder may, within twenty days after the
mailing of such notice to him, but not thereafter, file with the
corporation a demand in writing for the fair cash value of his
shares as of the day before such vote was taken; provided that he
state in such demand the value demanded, and a post office address
to which the reply of the corporation may be sent, and at the same
time deposit in escrow in a chartered bank or trust company located
in the parish of the registered office of the corporation, the
certificates representing his shares, duly endorsed and transferred
to the corporation upon the sole condition that said certificates
shall be delivered to the corporation upon payment of the value of
the shares determined in accordance with the provisions of this
section. With his demand the shareholder shall deliver to the
corporation, the written acknowledgment of such bank or trust
company that it so holds his certificates of stock. Unless the
objection, demand and acknowledgment aforesaid be made and
delivered by the shareholder within the period above limited, he
shall conclusively be presumed to have acquiesced in the corporate
action proposed or taken. In the case of a merger pursuant to R.S.
12:112(H), the dissenting shareholder need not file an objection
with the corporation nor vote against the merger, but need only
file with the corporation, within twenty days after a copy of the
merger certificate was mailed to him, a demand in writing for the
cash value of his shares as of the day before the certificate was
filed with the secretary of state, state in such demand the value
demanded and a post office address to which the corporation's reply
may be sent, deposit the certificates representing his shares in
escrow as hereinabove provided, and deliver to the corporation with
his demand the acknowledgment of the escrow bank or trust company
as herein-above prescribed.
D. If the corporation does not agree to the value so stated
and demanded, or does not agree that a payment is due, it shall,
within twenty days after receipt of such demand and acknowledgment,
notify in writing the shareholder, at the designated post office
address, of its disagreement, and shall state in such notice the
value it will agree to pay if any payment should be held to be due;
otherwise it shall be liable for, and shall pay to the dissatisfied
shareholder, the value demanded by him for his shares.
E. In case of disagreement as to such fair cash value, or as
to whether any payment is due, after compliance by the parties with
the provisions of subsections C and D of this section, the
dissatisfied shareholder, within sixty days after receipt of notice
in writing of the corporation's disagreement, but not thereafter,
may file suit against the corporation, or the merged or
consolidated corporation, as the may be, in the district court of
the parish in which the corporation or the merged or consolidated
corporation, as the case may be, has its registered office, praying
the court to fix and decree the fair cash value of the dissatisfied
shareholder's shares as of the day before such corporate action
complained of was taken, and the court shall, on such evidence as
may be adduced in relation thereto, determine summarily whether any
payment is due, and, if so, such cash value, and render judgment
accordingly. Any shareholder entitled to file such suit may,
within such sixty-day period but not thereafter, intervene as a
plaintiff in such suit filed by another shareholder, and recover
therein judgment against the corporation for the fair cash value of
his shares. No order or decree shall be made by the court staying
the proposed corporate action, and any such corporate action may be
carried to completion notwithstanding any such suit. Failure of
the shareholder to bring suit, or to intervene in such a suit,
within sixty days after receipt of notice of disagreement by the
corporation shall conclusively bind the shareholder (1) by the
corporation's statement that no payment is due, or (2) if the
corporation does not contend that no payment is due to accept the
value of his shares as fixed by the corporation in its notice of
disagreement.
F. When the fair value of the shares has been agreed upon
between the shareholder and the corporation, or when the
corporation has become liable for the value demanded by the
shareholder because of failure to give notice of disagreement and
of the value it will pay, or when the shareholder has become bound
to accept the value the corporation agrees is due because of his
failure to bring suit within sixty days after receipt of notice of
the corporation's disagreement, the action of the shareholder to
recover such value must be brought within five years from the date
the value was agreed upon, or the liability of the corporation
became fixed.
G. If the corporation or the merged or consolidated
corporation, as the case may be, shall, in its notice of
disagreement, have offered to pay to the dissatisfied shareholder
on demand an amount in cash deemed by it to be the fair cash value
of his shares, and if, on the institution of a suit by the
dissatisfied shareholder claiming an amount in excess of the amount
so offered, the corporation, or the merged or consolidated
corporation, as the case may be, shall deposit in the registry of
the court, there to remain until the final determination of the
cause, the amount so offered, then, if the amount finally awarded
such shareholder, exclusive of interest and costs, be more than the
amount offered and deposited as aforesaid, the costs of the
proceeding shall be taxed against the corporation, or the merged or
consolidated corporation, as the case may be; otherwise the costs
of the proceeding shall be taxed against the corporation, or the
merged or consolidated corporation, as the case may be; otherwise
the costs of the proceeding shall be taxed against such
shareholder.
H. Upon filing a demand for the value of his shares, the
shareholder shall cease to have any of the rights of a shareholder
except the rights accorded by this section. Such a demand may be
withdrawn by the shareholder at any time before the corporation
gives notice of disagreement, as provided in subsection D of this
section. After such notice of disagreement is given, withdrawal of
a notice of election shall require the written consent of the
corporation. If a notice of election is withdrawn, or the proposed
corporate action is abandoned or rescinded, or a court shall
determine that the shareholder is not entitled to receive payment
for his shares, or the shareholder shall otherwise lose his
dissenter's rights, he shall not have the right to receive payment
for his shares, his share certificates shall be returned to him
(and, on his request, new certificates shall be issued to him in
exchange for the old ones endorsed to the corporation), and he
shall be reinstated to all his rights as a shareholder as of the
filing of his demand for value, including any intervening
preemptive rights, and the right to payment of any intervening
dividend or other distribution, or, if any such rights have expired
or any such dividend or distribution other than in cash has been
completed, in lieu thereof, at the election of the corporation, the
fair value thereof in cash as determined by the board as of the
time of such expiration or completion, but without prejudice
otherwise to any corporate proceedings that may have been taken in
the interim.
<PAGE>
APPENDIX D
FORM OF OPINION OF ERNST & YOUNG REGARDING CERTAIN TAX MATTERS
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
The Louisiana Business Corporation Law ("LBCL") contains two
provisions that directly affect the liability of officers and
directors of Louisiana corporations to the corporations and
shareholders whom they serve. Section 83 permits Louisiana
corporations to indemnify officers and directors, as well as
certain other individuals who act on behalf of such corporations.
Sections 91 and 92 set forth the liability of officers and
directors of Louisiana corporations.
Section 91 of the LBCL provides that officers and directors of
Louisiana corporations are fiduciaries with respect to the
corporation and its shareholders and requires that they discharge
the duties of their positions as such in good faith and with the
diligence, care, judgment and skill which ordinarily prudent men
would exercise under similar circumstances in like positions.
Section 91 specifically provides that it is not intended to
derogate from any indemnification permitted under Section 83,
discussed below.
Section 92 of the LBCL limits the liability of officers and
directors with respect to certain matters, as well as imposes
personal liability for certain actions, such as the knowing
issuance of shares in violation of the LBCL. Paragraph E of
Section 92 permits a director, in the performance of his duties, to
be fully protected from liability in relying in good faith on the
records of the corporation and upon such information, opinions,
reports or statements presented to the corporation, the board of
directors, or any committee of the board by any of the
corporation's officers or employees, or by any committee of the
board of directors, or by any counsel, appraiser, engineer or
independent or certified public accountant selected with reasonable
care by the board of directors or any committee thereof or any
officer having the authority to make such a selection or by any
other person as to matters the directors reasonably believe are
within such other person's professional or expert competence and
which person is selected with reasonable care by the board of
directors or any committee thereof or any officer having the
authority to make such selection.
Section 83 of the LBCL permits a Louisiana corporation to
indemnify any person who is or was a party or is threatened to be
made a party to any action, suit or proceeding by reason of the
fact that he or she was a director, officer, employee or agent of
the corporation, or was serving at the request of the corporation
in one of those capacities for another business. Such persons may
be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such persons in connection with any such
action as long as the indemnified party acted in good faith and in
a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation. With respect to criminal
actions or proceedings, the indemnified person must not only have
acted in good faith and in a manner believed to be in or not
opposed to the best interest of the corporation; he or she must
also not have had any reasonable cause to believe that his or her
conduct was unlawful.
The LBCL treats suits by or in the right of the corporation,
or derivative suits, differently from other legal actions.
Indemnification is not permitted in a derivative action for any
expenses if the individual seeking indemnification is adjudged
liable for negligence or misconduct in the performance of his or
her duty to the corporation unless specifically ordered by the
court. Otherwise, officers and directors may be indemnified in
derivative actions only with respect to expenses (including
attorneys' fees) actually and reasonably incurred in connection
with the defense or settlement of the action.
Indemnification of officers and directors may only be made by
the corporation if the corporation has specifically authorized
indemnification after determining that the applicable standard of
conduct has been met. This determination may be made (i) by the
board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding,
or (ii) if such a quorum is not obtainable or a quorum of
disinterested directors so directs, by independent legal counsel,
or (iii) by the shareholders.
Indemnification of officers and directors against reasonable
expenses is mandatory under Section 83 of the LBCL to the extent
the officer or director is successful on the merits or in the
defense of any action or suit against him giving rise to a claim of
indemnification.
Louisiana corporations are permitted to advance the costs of
defense to officers and directors with respect to claims for which
they may be indemnified under Section 83 of the LBCL. In order to
advance such costs, however, such procedure must be approved by the
board of directors by a majority of a quorum consisting of
disinterested directors. In addition, a corporation may only
advance defense costs if it has received an undertaking from the
officer or director to repay the amounts advanced unless it is
ultimately determined that he or she is entitled to be indemnified
as otherwise authorized by Section 83.
Louisiana corporations are also specifically permitted to
procure insurance on behalf of officers and directors and former
officers and directors for actions taken in their capacities as
such. Insurance coverage may be broader than the limits of
indemnification under Section 83. Also, the indemnification
provided for in Section 83 is not exclusive of any other rights to
indemnification, whether arising from contracts or otherwise.
The Company has adopted an indemnification provision to its
articles of incorporation that provides for indemnification of
officers and directors under the circumstances permitted by
Louisiana law. The Company's indemnification provision requires
indemnification, except as prohibited by law, of officers and
directors of the Company or any of its wholly-owned subsidiaries
against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil or criminal, administrative or
investigative (including any action by or in the right of the
Company) by reason of the fact that the person served as an officer
or director of the Company or one of its subsidiaries. Officers
and directors may only be indemnified against expenses in cases
brought by the officer or director against the Company if the
action is a claim for indemnification, the officer or director
prevails in the action, or indemnification is included in any
settlement or is awarded by the court. The indemnification
provision further requires the Company to advance defense costs to
officers and directors in such suits and proceedings upon receipt
of an undertaking to repay such expenses unless it is ultimately
determined that the officer or director is entitled to
indemnification as authorized by the Article.
The Company's Articles of Incorporation further provide that
no director or officer of the Company shall be personally liable to
the Company or its shareholder for monetary damages for breach of
fiduciary duty as an officer or director. This provision is
limited to those circumstances in which such a limitation of
liability is permitted under applicable law and would not be
operative in any circumstances in which the law prohibits such an
limitation.
The Articles of Association of the Bank include
indemnification and limitation of liability provisions identical to
those adopted by the Company and described above.
Item 21. Exhibits and Financial Statement Schedules.
EXHIBIT DESCRIPTION
2 Agreement and Plan of Merger (included as Appendix A to
the Proxy Statement-Prospectus)
3.1 Exhibit 4.1 to the Registration Statement on
Form S-3 filed with the Commission by the
Registrant (Registration No. 33-23591) is
hereby incorporated by reference (Articles of
Incorporation of the Registrant, as amended to
date)
3.2 Exhibit 4.2 to the Registration Statement on
Form S-8 filed with the Commission by the
Registrant (Post-Effective Amendment No. 2 to
Registration No. 2-96194) is hereby
incorporated by reference (By-Laws of the
Registrant, as amended to date)
5 Opinion of Patricia C. Meringer, Esq. re: legality of
shares
8 Opinion of Ernst & Young, certified public accountants,
regarding certain tax matters (included as Appendix D to
the Proxy Statement-Prospectus)
10.13 Exhibit 10.13 to the Annual Report on Form 10-
K for the fiscal year ended December 31, 1988,
filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby
incorporated by reference (Deferred
Compensation Plan for Outside Directors of
Hibernia Corporation and its Subsidiaries, as
amended to date)
10.14 Exhibit 10.14 to the Annual Report on Form 10-
K for the fiscal year ended December 31, 1990,
filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby
incorporated by reference (Hibernia
Corporation Executive Life Insurance Plan)
10.16 Exhibit 4.7 to the Registration Statement on
Form S-8 filed with the Commission by the
Registrant (Registration No. 33-26871) is
hereby incorporated by reference (Hibernia
Corporation 1987 Stock Option Plan, as amended
to date)
10.28 Exhibits M and N to the Company's definitive
proxy statement dated August 17, 1992 relating
to its 1992 Annual Meeting of Shareholders
filed with the Commission by the Registrant is
hereby incorporated by reference (Warrant
Agreement dated as of May 27, 1992 among the
Registrant, The Chase Manhattan
Bank (National Association) and certain other
lenders, including the Form of Warrant
attached thereto)
10.29 Exhibit L to the Registrant's definitive proxy
statement dated August 17, 1992 relating to
its 1992 Annual Meeting of Shareholders filed
with the Commission by the Registrant is
hereby incorporated by reference (Registration
Rights Agreement dated as of May 27, 1992
among the Registrant, The Chase Manhattan Bank
(National Association) and certain other
lenders, as amended to date)
10.30 Exhibit 10.30 to a Current Report on Form 8-K
dated July 17, 1992 filed by the Registrant
with the Commission is hereby incorporated by
reference (Stock Purchase Agreement dated as
of July 17, 1992 between the Registrant,
Hibernia National Bank in Texas and Comerica
Incorporated)
10.31 Exhibit 10.31 to a Current Report on Form 8-K
dated September 15, 1992 filed by the
Registrant with the Commission is hereby
incorporated by reference (Amendment to Stock
Purchase Agreement dated September 10, 1992
between Registrant and Comerica Incorporated)
10.34 Exhibit C to the Registrant's definitive proxy
statement dated August 17, 1992 relating to its
1992 Annual Meeting of Shareholders filed by the
Registrant with the Commission is hereby
incorporated by reference (Long-Term Incentive
Plan of Hibernia Corporation)
10.35 Exhibit A to the Registrant's definitive proxy
statement dated March 23, 1993 relating to its
1993 Annual Meeting of Shareholders filed by the
Registrant with the Commission is hereby
incorporated by reference (1993 Director Stock
Option Plan of Hibernia Corporation)
10.36 Exhibit 10.36 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993 filed
with the Commission (Commission file no. 0-7220) is
hereby incorporated by reference (Employment agreement
between Stephen A. Hansel and Hibernia Corporation)
13 Exhibit 13 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended
December 31, 1993 filed with the Commission
(Commission file No. 0-7220) is hereby
incorporated by reference (1993 Annual Report
to security holders of the Registrant).
22 Exhibit 22 to the Annual Report on Form 10-K
of the Registrant for the fiscal year ended
December 31, 1989 filed with the Commission
(Commission file no. 0-7220) is hereby
incorporated by reference (Subsidiaries of the
Registrant)
23(a) Consents of Patricia C. Meringer, Esq. (included with
Exhibit 5)
23(b) Consent of Ernst & Young
Consent of KPMG Peat Marwick
24 Powers of Attorney
Item 22. Undertakings.
The undersigned registrant hereby undertakes:
(i) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;
(ii) to deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information;
(iii) that prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of
this registration statement, by any person or party who is deemed
to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters,
in addition to information called for by the other Items of the
applicable form;
(iv) that every prospectus (a) that is filed pursuant to the
preceding paragraph, or (b) that purports to meet the requirements
of section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part
of an amendment to the registration statement and will not be used
until such amendment is effective and that, for purposes of
determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(v) The undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference into
the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4
within one business day of receipt of such request and to send the
incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed
subsequent to the effective date of the registration statement
through the date of responding to the request.
(vi) The undersigned registrant hereby undertakes to supply
by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
4 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of New Orleans, State of Louisiana, on February 11, 1994.
HIBERNIA CORPORATION
By: S/RON E. SAMFORD, JR.
Ron E. Samford, Jr.
Controller and Executive
Vice President
Pursuant to the requirements of the Securities Act of 1933,
the Registration Statement has been signed by the following persons
in the capacities indicated on February 11, 1994.
Signatures Title
*
_____________________________ Chairman of the Board
Robert H. Boh
*
_____________________________ President and Director
Stephen A. Hansel
*
_____________________________ Chief Financial Officer
Robert W. Close
*
_____________________________ Chief Accounting Officer
Ron E. Samford, Jr.
*
_____________________________ Director
W. James Amoss, Jr.
*
_____________________________ Director
J. Terrell Brown
*
_____________________________ Director
Brooke H. Duncan
*
_____________________________ Director
Richard W. Freeman
*
_____________________________ Director
Robert L. Goodwin
*
_____________________________ Director
Dick H. Hearin
*
_____________________________ Director
Robert T. Holleman
*
_____________________________ Director
Hugh J. Kelly
*
_____________________________ Director
John P. Laborde
*
_____________________________ Director
Sidney W. Lassen
*
_____________________________ Director
Donald J. Nalty
*
_____________________________ Director
Robert T. Ratcliff
*
_____________________________ Director
Joe D. Smith, Jr.
*
_____________________________ Director
James H. Stone
*
_____________________________ Director
Virgnia Eason Weinmann
*
_____________________________ Director
E. L. Williamson
*
_____________________________ Director
Robert E. Zetzmann
*By: /s/Patricia C. Meringer
Patricia C. Meringer
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Sequential Page
Number
5 Opinion of Patricia C. Meringer, Esq.
23(a) Consent of Patricia C. Meringer, Esq. (included with
Exhibit 5)
23(b) Consent of Ernst & Young*
Consent of KPMG Peat Marwick*
24 Powers of Attorney
________
* To be filed by amendment
<PAGE>
EXHIBIT 5
February 11, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am Associate Counsel and Secretary of Hibernia Corporation
(the "Company") and am delivering this opinion in connection with
the registration by the Company of shares of Class A Common Stock
(the "Shares) to be issued by the Company in a proposed merger (the
"Merger") with First Bancorp of Louisiana, Inc. ("First Bancorp")
in which the shareholders of First Bancorp will receive the Shares
in exchange for their shares of common stock of First Bancorp, to
which registration statement (the "Registration Statement") this
opinion is attached. The Shares will be reserved for issuance upon
the closing of the Merger. The Shares will be issued to
shareholders of First Bancorp upon consummation of the Merger
pursuant to the registration statement after it has been declared
effective by the Securities and Exchange Commission.
In furnishing this opinion, I or attorneys under my
supervision have examined such documents and have made such
investigation of matters of fact and law as I have deemed necessary
or appropriate to provide a basis for the opinions set forth
herein. In such examination and investigation, I have assumed the
genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted as originals
and the conformity to original documents of all documents submitted
as certified or photostatic copies.
In rendering this opinion, I do not express any opinion
concerning any law other than the law of the State of Louisiana and
the federal law of the United States, and I do not express any
opinion, either implicitly or otherwise, on any issue not expressly
addressed below.
Based upon and limited by the foregoing, and based upon legal
considerations which I deem relevant and upon laws or regulations
in effect as of the date hereof, I am of the opinion that:
1. Hibernia Corporation has been duly incorporated and is
validly existing and in good standing under the laws of the State
of Louisiana.
2. The Shares have been duly authorized and either are, or,
upon issuance thereof pursuant to the terms of the offering
thereof, will be, validly issued, fully paid and non-assessable.
I hereby expressly consent to the inclusion of this Opinion as
exhibit to the Registration Statement and to the reference to this
Opinion therein.
This opinion is being furnished to you pursuant to the filing
of the Registration Statement and may not be relied upon by any
other person or used for any other purpose, except as provided for
in the preceding paragraph.
Very truly yours,
Patricia C. Meringer
Associate Counsel
and Secretary
<PAGE>
EXHIBIT 24
POWERS OF ATTORNEY
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/W. JAMES AMOSS, JR.
W. James Amoss, Jr.
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Chairman
and director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/ROBERT H. BOH
Robert H. Boh
Chairman and Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/J. TERRELL BROWN
J. Terrell Brown
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/BROOKE H. DUNCAN
Brooke H. Duncan
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/RICHARD W. FREEMAN, JR.
Richard W. Freeman, Jr.
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/ROBERT L. GOODWIN
Robert L. Goodwin
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
President, Chief Executive Officer and director of Hibernia
Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert W. Close, Patricia C.
Meringer and Ron E. Samford, Jr., and each of them (with full power
to each of them to act alone), his true and lawful agents and
attorneys-in-fact, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute,
acknowledge, deliver, and file (a) with the Securities and Exchange
Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-4 (or other appropriate form) and
any and all amendments (including post-effective amendments)
thereto, with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection
therewith, relating to the registration under the Securities Act of
1933 of Common Stock of the Corporation to be issued in the merger
between the Corporation and First Bancorp of Louisiana, Inc.
("First Bancorp") wherein the Corporation agrees to exchange shares
of its common stock for all of the outstanding shares of common
stock of First Bancorp and merge First Bancorp into the
Corporation, authorized by resolutions adopted by the Board of
Directors on November 16, 1993, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such
offering under the laws of any such jurisdiction, including any
amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/STEPHEN A. HANSEL
Stephen A. Hansel
President, Chief Executive Officer
and Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/DICK H. HEARIN
Dick H. Hearin
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/ROBERT T. HOLLEMAN
Robert T. Holleman
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/HUGH J. KELLY
Hugh J. Kelly
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/JOHN P. LABORDE
John P. Laborde
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/SIDNEY W. LASSEN
Sidney W. Lassen
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Vice
Chairman and director of Hibernia Corporation, a Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint Robert W. Close, Patricia C. Meringer and Ron E. Samford,
Jr., and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-4 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in the merger between the Corporation
and First Bancorp of Louisiana, Inc. ("First Bancorp") wherein the
Corporation agrees to exchange shares of its common stock for all
of the outstanding shares of common stock of First Bancorp and
merge First Bancorp into the Corporation, authorized by resolutions
adopted by the Board of Directors on November 16, 1993, and (b)
with the securities agencies or officials of various jurisdictions,
all applications, qualifications, registrations or exemptions
relating to such offering under the laws of any such jurisdiction,
including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting
unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the
undersigned might or could do if personally present, and the
undersigned hereby ratifies and confirms all that said agents and
attorneys-in-fact, or any of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/DONALD J. NALTY
Donald J. Nalty
Vice Chairman and Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 25th day of January, 1994.
S/ROBERT T. RATCLIFF
Robert T. Ratcliff
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/JOE D. SMITH, JR.
Joe D. Smith, Jr.
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/JAMES H. STONE
James H. Stone
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 25th day of January, 1994.
S/VIRGINIA EASON WEINMANN
Virginia Eason Weinmann
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/ERNEST L. WILLIAMSON
Ernest L. Williamson
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/ROBERT E. ZETZMANN
Robert E. Zetzmann
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Controller of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close and Patricia C. Meringer, and each of them (with full power
to each of them to act alone), his true and lawful agents and
attorneys-in-fact, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute,
acknowledge, deliver, and file (a) with the Securities and Exchange
Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-4 (or other appropriate form) and
any and all amendments (including post-effective amendments)
thereto, with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection
therewith, relating to the registration under the Securities Act of
1933 of Common Stock of the Corporation to be issued in the merger
between the Corporation and First Bancorp of Louisiana, Inc.
("First Bancorp") wherein the Corporation agrees to exchange shares
of its common stock for all of the outstanding shares of common
stock of First Bancorp and merge First Bancorp into the
Corporation, authorized by resolutions adopted by the Board of
Directors on November 16, 1993, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such
offering under the laws of any such jurisdiction, including any
amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/RON E. SAMFORD, JR.
Ron E. Samford, Jr.
Controller
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Treasurer
and Chief Financial Officer of Hibernia Corporation, a Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and First Bancorp of
Louisiana, Inc. ("First Bancorp") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of First Bancorp and merge First Bancorp
into the Corporation, authorized by resolutions adopted by the
Board of Directors on November 16, 1993, and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions relating
to such offering under the laws of any such jurisdiction, including
any amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 14th day of December, 1993.
S/ROBERT W. CLOSE
Robert W. Close
Treasurer and Chief Financial Officer
HIBERNIA CORPORATION
