SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 2, 1994
Hibernia Corporation
(Exact name of issuer as specified in its charter)
Louisiana 1-10294 72-0724532
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
organization)
313 Carondelet Street, New Orleans, Louisiana 70130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (504) 533-5332
Item 5. Other Events
The Registrant includes herein its Description of Capital
Stock for the purpose of incorporating such description by
reference into certain registration statements and other future
filings.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Hibernia Corporation
("Hibernia" or the "Company") is 300,000,000 shares, consisting
of 100,000,000 shares of preferred stock, no par value, and
200,000,000 shares of Class A voting common stock, no par value,
of which 96,935,277 were outstanding on October 28, 1995. The
following description of the Company's capital stock is qualified
in its entirety by reference to the Company's Articles of
Incorporation and By-laws and to the applicable provisions of the
Louisiana Business Corporation Law (the "LBCL").
Common Stock
Voting Rights - Non-cumulative Voting. Holders of Common
Stock are entitled to one vote per share on all matters to be
voted on by the shareholders of the Company.
Holders of Common Stock do not have cumulative voting
rights. As a result, the holders of more than 50% of the Common
Stock may elect all of the directors of the Company.
Dividend Rights. Holders of outstanding Common Stock are
entitled to receive such dividends, if any, as may be declared by
the Board of Directors of the Company, in its discretion, out of
funds legally available therefor.
Liquidation Rights. In the event of the liquidation of the
Company, the holders of Common Stock are entitled to receive pro
rata any assets distributable to shareholders in respect of their
shares.
No Preemptive Rights. Holders of Common Stock do not have
the right to subscribe to any additional capital stock that may
be issued by Hibernia.
Stock Exchange Listing. The Company's Common Stock is
listed on the New York Stock Exchange, Inc. ("NYSE") and is
traded on the NYSE. The market price of the Company's Common
Stock as reflected by trading on the NYSE is published in the
Wall Street Journal and certain daily and other newspapers and
publications nationwide.
Preferred Stock
The Board of Directors of Hibernia is authroized to issue up
to an aggregate of 100,000,000 shares of preferred stock, which
preferred stock may have the rights, preferences, terms and
obligations established by the Board.
Voting Rights. The rules of the NYSE, on which the
Company's Common Stock is listed, require certain minimum voting
rights to be granted to holders of preferred stock of listed
companies, particularly the right to elect at least two directors
upon default on the equivalent of six quarterly dividends. The
NYSE's rules also require those voting rights to remain in effect
until cumulative dividends have been paid in full or until non-
cumulative dividends have been paid regularly for one year. In
addition, the NYSE requires that the quorum for the preferred
stock vote not exceed the percentage required for a quorum of the
common stock required for the election of directors, which, in
the case of Hibernia, is a majority of the shares entitled to
vote. The NYSE rules regarding voting rights of preferred
stockholders generally apply even if the preferred stock is not
listed on the Exchange.
Directors
The Board of Directors of Hibernia is divided into three
classes, as nearly equal in number as possible, with members of
each class to serve for three years, and with one class being
elected each year. Directors of Hibernia must also be
shareholders of Hibernia. Any director of Hibernia may be
removed from office with or without cause only by the affirmative
vote of at least a majority of the voting power of Hibernia
present at a special meeting of the shareholders called for that
purpose. The quorum for such a meeting is a majority of the total
voting power of Hibernia present in person or by proxy at a
special meeting called for that purpose.
The Articles of Incorporation provide for indemnification
and advancement of expenses of any officer, director, employee or
agent of Hibernia for any action taken in good faith by that
officer, director, employee or agent. Indemnification in the
case of actions by or in right of Hibernia shall be limited to
expenses actually and reasonably incurred in defense or
settlement of an action. The Board of Directors in its
discretion may choose to provide further indemnification to
officers, directors, employees and agents of Hibernia.
The Articles of Incorporation and By-laws authorize Hibernia
to maintain insurance covering the actions of its officers,
directors, employees and agents, and the By-laws provide for
indemnification to the fullest extent allowed under applicable
law.
Fair Price Protection. The Louisiana Business Corporation Law
contains certain provisions designed to provide safeguards for
shareholders when an Interested Shareholder (as defined below)
attempts to effect a Business Combination (as defined below) with
the Company. In general, a Business Combination between the
Company and an Interested Shareholder must be recommended by a
majority of the Board of Directors of the Company and either (a)
approved by the affirmative vote of at least 80% of the Voting
Power (as defined below) of the Company or (b) certain minimum
price, form of consideration and procedural requirements are
satisfied. If the minimum price, form of consideration and
procedural requirements are satisfied, only the affirmative vote
of a majority of the Voting Power of the Company would be
required.
An "Interested Shareholder" is defined as any person who,
together with certain persons related to him or it, is the
beneficial owner of 10% or more of the Voting Power. The term
"beneficial owner" includes persons directly or indirectly owning
or having the right to acquire or vote the stock. The Company is
not aware of the existence of any person or group which would be
an Interested Shareholder of the Company or has expressed any
intention to become an Interested Shareholder of the Company.
A "Business Combination" includes the following
transactions: (i) any merger, consolidation or share exchange of
the Company or any of its subsidiaries (unless such transaction
does not alter the rights of the shareholders of the Company)
with any Interested Shareholder or affiliate of an Interested
Shareholder; (ii) any sale, lease, transfer, or other
disposition, other than in the ordinary course of business, to
any Interested Shareholder or affiliate of an Interested
Shareholder of any assets of the Company having a value of 10% of
the Company's book value or public float; (iii) the issuance or
transfer by the Company or any subsidiary of the Company to an
Interested Shareholder or any affiliate of an Interested
Shareholder, of any equity securities of the Company or any of
its subsidiaries having an aggregate market value of 5% or more
of the total public float of the Company's stock; (iv) the
adoption of any plan of liquidation or dissolution of the Company
in which an Interested Shareholder or any affiliate of an
Interested Shareholder will receive anything other than cash; or
(v) any reclassification of securities which would have the
effect, directly or indirectly, of increasing the proportionate
share of the outstanding stock of any class of the Company or any
of its subsidiaries owned by an Interested Shareholder.
"Voting Power" is defined the right vested in the
shareholders of the company, to vote in the determination of any
particular question or matter coming before meetings of
shareholders.
Exceptions to Higher Voting Requirements. There is no
requirement that 80% of the Voting Power of the Company approve a
Business Combination involving an Interested Shareholder that is
approved by a majority of the Board of Directors and meets the
minimum price, form of consideration and procedural requirements
described below.
(1) Minimum Price Requirement. The cash or fair market
value of the property, securities or other
consideration to be received per share by shareholders
of the Company in connection with the Business
Combination must be the higher of (i) the highest per
share price, including any brokerage commission,
transfer taxes, and soliciting dealers' fees, paid by
the Interested Shareholder for any shares of stock of
the same class acquired by it within two years prior to
the date that a proposed Business Combination is
publicly announced or in the transaction in which the
Interested Shareholder became an Interested
Shareholder; (ii) the market price per share of the
Company's stock on the date that the Interested
Shareholder became an Interested Shareholder; or (iii)
the product of the price set forth in clause (ii)
above, multiplied by a fraction the numerator of which
is the highest per share price paid by the Interested
Shareholder in the preceding two-year period, and the
denominator of which is the market value per share on
the date that the Interested Shareholder became an
Interested Shareholder.
(2) Form of Consideration Requirements. The Business
Combination must involve the payment of cash or other
consideration to the shareholders of the Company and
the consideration paid must be, in the case of each
class of stock, either cash or the same type of
consideration previously paid by the Interested
Shareholder in acquiring its shares of that class of
stock.
(3) Procedural Requirements. The following procedural
requirements must be satisfied at all times after the
Interested Shareholder became an Interested
Shareholder: (i) there shall have been no failure to
declare and pay at the regular date therefor any
quarterly dividends on any outstanding shares of the
Company's preferred stock; (ii) there shall have been
(a) no reduction in the annual rate of dividends paid
on the shares of the Company's Common Stock (except as
necessary to reflect any stock split or stock dividend
with respect to the Company's Common Stock), and (b) an
increase in such annual rate of dividends as necessary
to prevent any such reduction in the event of any
reclassification of the Company's Common Stock; and
(iii) such Interested Shareholder shall not have become
the beneficial owner of any additional shares of stock
of the Company except as part of the transaction which
resulted in such Interested Shareholder becoming an
Interested Shareholder.
Considerations in Change of Control
The LBCL authorizes the Board of Directors, when considering
any proposal to acquire control of Hibernia, to take into
account, among other enumerated factors and any other factors the
Board of Directors deems relevant, the interests of Hibernia's
employees, creditors and the communities in which Hibernia
conducts its business, as well as purely financial interests of
Hibernia's shareholders.
Amendment of Articles of Incorporation
The affirmative vote of the holders of at least a majority
of the voting power present at a meeting called for that purpose
is required to amend any provision of the Articles of Hibernia.
Amendment of By-Laws
The By-Laws may be amended or repealed by the affirmative
vote of a majority of the Board of Directors or by the
affirmative vote of at least a majority of the voting power
present at a meeting of the shareholders of Hibernia.
Shareholders' Meetings
Shareholders holding not less than twenty percent of its
outstanding Common Stock are permitted to require Hibernia to
call a meeting of its shareholders. Shareholders' meetings may
also be called by the President, Chairman of the Board or the
Secretary of the Company.
Louisiana Control Share Acquisition Statute
The LBCL Control Share Acquisition Statute provides that any
shares acquired by a person or group (an "Acquiror") in an
acquisition that causes such person or group to have the power to
direct the exercise of voting power in the election of directors
in excess of the 20%, 33 1/3% or 50% thresholds shall have only
such voting power as shall be accorded by the holders of all
shares other than Interested Shares (as defined below) at a
meeting called for the purpose of considering the voting power to
be accorded to shares held by the Acquiror. Interested Shares
include all shares as to which the Acquiror, any officer of
Hibernia and any director of Hibernia who is also an employee of
Hibernia may exercise or direct the exercise of voting power. If
a meeting of shareholders is held to consider the voting rights
to be accorded to an Acquiror and the shareholders do not vote to
accord voting rights to such shares, Hibernia may have the right
to redeem the shares held by the Acquiror for their fair market
value.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
HIBERNIA CORPORATION
(Registrant)
Date: November 2, 1994 By: /s/ Ronald E. Samford, Jr.
RONALD E. SAMFORD, JR.
Chief Accounting Officer
