As filed with the Securities and Exchange Commission on April
11, 1995.
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 72-0724532
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification Number)
or organization)
Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130
(504) 533-5552
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Gary L. Ryan, Esq.
Vice President and Associate Counsel
Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130
(504) 533-5560
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Patricia C. Meringer, Esq.
Associate Counsel and Secretary
Hibernia Corporation
225 Baronne Street, 11th Floor
New Orleans, Louisiana 70112
(504) 533-2486
Virginia Boulet, Esq. Charles L. Evans, Esq.
Phelps Dunbar, L.L.P. McGlinchey Stafford Lang
30th Floor, 400 Poydras Street A Law Corporation
New Orleans, Louisiana 70130-3245 2777 Stemmons Freeway
(504) 566-1311 Dallas, Texas 75207
(214) 634-3939
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this
Registration Statement
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
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of each Amount offering aggregate
class of securities to be price per offering Amount of
to be registered registered unit (1) price (1) registration fee (1)
Class A Common Stock, no par value 2,500,000 shares $2.61 $6,525,000 $2249.82
(1) Based upon the book value of the Common Stock of Progressive Bancorporation, Inc. on December 31,
1994 and estimated solely for the purpose of calculating the registration fee in accordance with Rule
457(f)(2) under the Securities Act of 1933.
</TABLE>
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 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K
<S> <C>
Item of Form S-4 Location or Caption in Prospectus
1. Forepart of Registration Statement
and Outside Front Cover Page of
Prospectus....................................Introduction
2. Inside Front and Outside Back
Cover Pages of Prospectus.....................Table of Contents; Available
Information
3. Risk Factors, Ratio of Earnings to
Fixed Charges, and Other
Information...................................Summary; The Merger; Meeting
Information
4. Terms of the Transaction......................Summary; The Merger
5. Pro Forma Financial Information...............Summary; Pro Forma Financial
Information
6. Material Contacts with the
Company Being Acquired........................Not Applicable
7. Additional Information Required
for Reoffering by Persons and
Parties Deemed to be Underwriters.............Not Applicable
8. Interests of Named Experts and Counsel........Validity of Shares
9. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities...............................Not Applicable
10. Information with Respect to S-3
Registrants...................................Certain Information About Hibernia
11. Incorporation of Certain
Information by Reference......................Available Information; Incorporation
by Reference
12. Information With Respect to S-2 or
S-3 Registrants...............................Not Applicable
13. Incorporation of Certain
Information by Reference......................Incorporation by Reference
14. Information with Respect to
Registrants Other Than S-3 or S-2
Registrants...................................Not Applicable
15. Information With Respect to S-3
Companies.....................................Not Applicable
16. Information With Respect to S-2 or
S-3 Companies.................................Not Applicable
17. Information With Respect to
Companies Other Than S-2 or S-3
Companies.....................................Available Information; Incorporation
by Reference; Certain Information
Concerning Progressive; Consolidated
Financial Statements of Progressive
18. Information if Proxies, Consents or
Authorizations Are to be Solicited............Incorporation by Reference;
Summary; Meeting Information; The
Merger; Rights of Dissenting
Shareholders; Beneficial Ownership
of Directors, Executive Officers and
Principal Shareholders of Progressive
19. Information if Proxies, Consents or
Authorizations Are Not to be
Solicited, or in an Exchange Offer............Not Applicable
</TABLE>
PROGRESSIVE BANCORPORATION, INC.
One Progressive Square
Houma, Louisiana 70360
April __, 1995
Dear Shareholder:
You are cordially invited to attend a Special Meeting of
Shareholders of Progressive Bancorporation, Inc. ("Progressive")
to be held on __________, May __, 1995, at __ a.m., Central time,
at the main office of Progressive Bank and Trust Company, One
Progressive Square, Houma, Louisiana.
At the meeting, holders of Common Stock of Progressive will
be asked to consider and vote upon a proposal to approve an
Agreement and Plan of Merger (the "Agreement"), between
Progressive and Hibernia Corporation ("Hibernia"), pursuant to
which Progressive will be merged with and into Hibernia (the
"Merger"), all as more fully described in the attached Proxy
Statement-Prospectus. You are urged to read carefully the Proxy
Statement-Prospectus for a more complete description of the terms
of the Agreement and the proposed Merger.
The Agreement and the Merger contemplated thereby have been
approved unanimously by your Board of Directors. The Board
believes, based on its own analysis and the opinion of
Progressive's financial advisor (all of which are described in
the accompanying Proxy Statement-Prospectus), that the proposed
Merger is in the best interests of Progressive's shareholders.
As a result of the Merger, holders of Common Stock of Progressive
will become shareholders of Hibernia and own common stock which
is publicly traded on the New York Stock Exchange, Inc. With its
greater financial resources and ability to offer a broad range of
financial services, the Board believes that Hibernia is better
able to compete in the current market environment. Holders of
Preferred Stock of Progressive will receive cash in the amount of
$12.50 per share plus all accrued and unpaid dividends on their
shares. We believe the Merger presents a rare opportunity for
our shareholders, and I urge holders of Common Stock of
Progressive to vote their shares in favor of this transaction.
Your Board of Directors recommends that you vote your shares
of Common Stock of Progressive "FOR" the Agreement and the
proposed Merger by marking, signing, dating and returning the
proxy card, which is enclosed if you are a holder of Common Stock
of Progressive, promptly in the accompanying envelope.
Very truly yours,
John H. Laing
President
PROGRESSIVE BANCORPORATION, INC.
One Progressive Square
Houma, Louisiana 70360
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY ___, 1995
To the Shareholders of
Progressive Bancorporation, Inc.:
Notice is hereby given that a Special Meeting of
Shareholders of Progressive Bancorporation, Inc., a Louisiana
corporation ("Progressive"), is to be held on _____________, May
___, 1995, at ____ a.m., Central time, at the main office of
Progressive Bank and Trust Company, One Progressive Square,
Houma, Louisiana, for the following purposes:
1. To consider and vote upon a proposal to approve an
Agreement and Plan of Merger, between Progressive and Hibernia
Corporation ("Hibernia"), dated as of December 1, 1994, and the
related Merger Agreement (collectively, the "Agreement"),
pursuant to which (i) Progressive will be merged with and into
Hibernia (the "Merger"); (ii) upon consummation of the Merger,
each outstanding share of Common Stock of Progressive will be
converted into approximately 4.0475 shares of Common Stock of
Hibernia as determined in accordance with the Agreement and each
outstanding share of Preferred Stock of Progressive will be
converted into the right to receive cash in the amount of $12.50
per share plus all undeclared and accumulated dividends thereon;
and (iii) Progressive Bank and Trust Company will be merged with
and into Hibernia National Bank.
2. To transact such other business as may properly come
before the Special Meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on
April ___, 1995 as the record date for determining shareholders
entitled to receive notice of, and to vote at, the Special
Meeting or any adjournment thereof. Only holders of Common Stock
of Progressive are entitled to vote on the matters to be
presented at the Special Meeting.
As more fully described in the accompanying Proxy Statement-
Prospectus, dissenting holders of Common Stock of Progressive who
comply with the procedural requirements of the Louisiana Business
Corporation Law attached as Appendix C to the Proxy Statement-
Prospectus will be entitled to receive payment of the fair cash
value of their shares if the Merger is effected upon approval by
less than 80% of the total voting power of Progressive.
Your vote is important regardless of the number of shares of
Common Stock of Progressive that you may own. Whether or not you
plan to attend the Special Meeting, please mark, date and sign
the proxy card that is enclosed if you are a holder of Common
Stock of Progressive and return it promptly in the enclosed,
postage-paid envelope. Your proxy may be revoked at any time
prior to the vote at the Special Meeting by notice to the
Secretary of Progressive or by execution and delivery of a later
dated proxy.
BY ORDER OF THE BOARD OF DIRECTORS
Elton A. Arceneaux, Jr.
Secretary
Houma, Louisiana
April ___, 1995
PROSPECTUS
2,500,000 SHARES
HIBERNIA CORPORATION
Class A Common Stock
PROXY STATEMENT
Progressive Bancorporation, Inc.
Special Meeting of Shareholders
to be held on May __, 1995
This Proxy Statement-Prospectus is being furnished to the
shareholders of Progressive Bancorporation, Inc. ("Progressive")
in connection with the solicitation of proxies by Progressive's
Board of Directors for use at the Special Meeting of Progressive
shareholders to be held at ______ _.m., Central time, on
___________, May __, 1995, at One Progressive Square, Houma,
Louisiana, and at any adjournment thereof (the "Special
Meeting").
At the Special Meeting, the shareholders of Progressive will
consider and vote upon a proposal to approve an Agreement and
Plan of Merger, dated as of December 1, 1994, by and between
Hibernia Corporation ("Hibernia") and Progressive, and the
related Merger Agreement (collectively, the "Agreement"),
pursuant to which Progressive will merge (the "Merger") with and
into Hibernia. Upon consummation of the Merger, each outstanding
share of Common Stock of Progressive, $.10 par value
("Progressive Common Stock"), will be converted into
approximately 4.0475 shares of Class A Common Stock of Hibernia,
no par value ("Hibernia Common Stock") and each share of Class A
Preferred Stock of Progressive, $1.00 par value ("Progressive
Preferred Stock"), will be converted into the right to receive
cash in the amount of $12.50 plus all undeclared and accumulated
dividends thereon. A copy of the Agreement is included herein as
Appendix A to this Proxy Statement-Prospectus. See "The Merger."
This document also constitutes a prospectus of Hibernia with
respect to the Hibernia Common Stock to be issued to the
shareholders of Progressive pursuant to the terms of the Merger.
The outstanding shares of Hibernia Common Stock are, and the
shares offered hereby will be, listed on the New York Stock
Exchange, Inc. (the "NYSE"). The last reported sale price of
Hibernia Common Stock on the NYSE on April __, 1995 was
$__________ per share.
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.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE 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 date of this Proxy Statement-Prospectus is April ___, 1995.
AVAILABLE INFORMATION
Hibernia 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 at, and copies thereof may be
obtained at prescribed rates from the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices located at 7 World Trade Center, Suite 1300, New York,
New York 10048 and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60621-2511.
The Hibernia Common Stock is listed for trading on the NYSE
and any reports, proxy statements and other information
concerning Hibernia may be inspected at its offices which are
located at 20 Broad Street, New York, New York 10005.
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
securities of Hibernia that may be issued in connection with the
transaction described herein. This Proxy Statement-Prospectus
does not contain all of the information set forth in the
Registration Statement or the exhibits thereto. For further
information with respect to Hibernia and the Hibernia Common
Stock offered hereby, reference is hereby made to such
Registration Statement and exhibits. Statements contained in
this Proxy Statement-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.
All information contained in this Proxy Statement-Prospectus
relating to Hibernia and its subsidiaries has been supplied by
Hibernia, and all information relating to Progressive has been
supplied by Progressive.
INCORPORATION BY REFERENCE
This Proxy Statement-Prospectus incorporates documents by
reference which are not presented herein or delivered herewith.
These documents are available, without charge, to any person
receiving this Proxy Statement-Prospectus, including beneficial
owners of Progressive Common Stock. The request may be written
or oral and should be directed to the Assistant Corporate
Secretary of Hibernia Corporation, 313 Carondelet Street, New
Orleans, Louisiana 70130, telephone number (504) 533-3411. To
ensure timely delivery of the documents, any request should be
made by May __, 1995
The following documents, or the indicated portions thereof,
are hereby incorporated by reference into this Proxy Statement-
Prospectus:
(1) Hibernia's Annual Report on Form 10-K for the year
ended December 31, 1994;
(2) Hibernia's definitive Proxy Statement dated March 17,
1995 relating to its 1995 Annual Meeting of Shareholders held on
April 18, 1995, except the information contained under the
headings "Executive Compensation -- Report of the Executive
Compensation Committee" and "-- Stock Performance Graph";
(3) The description of Hibernia Common Stock set forth in
Hibernia's Current Report on Form 8-K dated November 2, 1994;
(4) Those certain Current Reports on Form 8-K dated January
27, 1995, March 2, 1995 and March 20, 1995 (as amended),
respectively.
(5) All other reports 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 Proxy Statement-
Prospectus and prior to the Special Meeting shall be deemed to be
incorporated by reference from the date such documents are filed.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for the purposes of this Proxy Statement-
Prospectus to the extent that a statement in this Proxy
Statement-Prospectus, or any subsequently filed document that is
also 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 Proxy Statement-Prospectus.
No person is authorized to give any information or to make
any representations other than those contained herein and, if
given or made, such information or representations may not be
relied upon as having been authorized. This document does not
constitute an offer or solicitation by anyone in any jurisdiction
in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to
do so or to any person to whom it is unlawful to make such offer
or solicitation. Neither the delivery of this document nor any
distribution of securities made hereunder shall under any
circumstances create an implication that there has been no change
in the affairs of Hibernia or Progressive since the date hereof
or that the information herein is correct as of any time
subsequent to the date hereof.
TABLE OF CONTENTS
SUMMARY.................................................... i
MEETING INFORMATION........................................ 1
Solicitation and Revocation of Proxies................... 1
Vote Required............................................ 2
Recommendation........................................... 2
THE MERGER................................................. 2
Consideration to be Received in the Merger............... 3
Conversion of Shares..................................... 3
Surrender and Exchange of Certificates................... 4
Background of and Reasons for the Merger................. 4
Opinion of Financial Advisor............................. 6
Representations and Warranties; Conditions to
the Merger; Waiver.....................................11
Regulatory Approvals.....................................11
Business Pending the Merger..............................12
Effective Date of the Merger; Termination................12
Management and Operations After the Merger...............13
Certain Differences in Rights of Shareholders............14
Interests of Certain Persons in the Merger...............16
Employee Benefits........................................17
Expenses.................................................17
Material Tax Consequences................................18
Resale of Hibernia Common Stock..........................19
Dividend Reinvestment Plan...............................19
Accounting Treatment.....................................20
RIGHTS OF DISSENTING SHAREHOLDERS..........................21
PRO FORMA FINANCIAL INFORMATION............................23
CERTAIN INFORMATION ABOUT HIBERNIA.........................31
Supervision and Regulation...............................31
CERTAIN INFORMATION CONCERNING PROGRESSIVE.................33
Description of Business..................................33
Supervision and Regulation...............................33
Competition..............................................34
Employees................................................35
Property.................................................35
Legal Proceedings........................................35
Market Prices and Dividends..............................35
Security Ownership of Principal Shareholders
and Management.........................................36
PROGRESSIVE MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..............39
VALIDITY OF SHARES.........................................59
EXPERTS....................................................59
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF PROGRESSIVE..60
Appendix A - Agreement and Plan of Merger...............A-1
Appendix B - Fairness Opinion of Montgomery
Securities, Inc............................B-1
Appendix C - Tax Opinion of Ernst & Young LLP...........C-1
Appendix D - Selected Provisions of State
Law Relating to the Rights of
Dissenting Shareholders....................D-1
SUMMARY
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. Unless otherwise
indicated, historical financial information concerning Hibernia
is derived from Hibernia's financial statements contained in its
Annual Report on Form 10-K for the year ended December 31, 1994,
and financial information about Progressive is derived from
Progressive's financial statements included herein under the
caption "Consolidated Financial Statements of Progressive."
The Parties to the Merger
Hibernia. Hibernia is a Louisiana corporation registered
under the Bank Holding Company Act of 1956, as amended (the
"BHCA"). As of December 31, 1994, Hibernia had total
consolidated assets of approximately $6.3 billion and
shareholders' equity of approximately $557 million. Hibernia has
a single banking subsidiary, Hibernia National Bank ("HNB"), a
national banking association that provides retail and commercial
banking services through approximately 143 branches throughout
Louisiana. The principal executive offices of Hibernia are
located at 313 Carondelet Street, New Orleans, Louisiana 70130,
and its telephone number is (504) 533-5532. See "Certain
Information About Hibernia," "Available Information" and
"Incorporation By Reference."
In March of 1995 HNB acquired American Bank, headquartered
in Norco, Louisiana ("American Bank"). In addition, from time to
time Hibernia investigates and holds discussions and negotiations
in connection with possible transactions with other banks and
financial institutions. Hibernia has executed definitive merger
agreements with two institutions other than Progressive, STABA
Bancshares, Inc. ("STABA"), the holding company of State Bank and
Trust Company, headquartered in Donaldsonville, Louisiana and
Bank of St. John, headquartered in Reserve, Louisiana ("Bank of
St. John"). The proposed transactions with STABA and Bank of St.
John are subject to various conditions, including applicable
regulatory approvals. The completed acquisition of American
Bank, and the proposed acquisition of STABA and Bank of St. John
are not reflected in the financial statements contained in
Hibernia's Annual Report on Form 10-K for the year ended December
31, 1994. Such transactions are described further herein under
"Other Pending and Completed Merger Transactions for Hibernia"
and under "Pro Forma Financial Information." At the date hereof,
Hibernia has not entered into any agreements or understandings
with respect to any other significant merger transaction.
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.
SELECTED FINANCIAL DATA ABOUT HIBERNIA
The following table sets forth certain consolidated
financial information for Hibernia. The Hibernia information is
based on the historical financial statements and related notes of
Hibernia contained in its Annual Report on Form 10-K for the year
ended December 31, 1994. The restated information reflects the
impact of the merger with American Bank consummated on March 1,
1995, which was accounted for as a pooling of interests. Pro
forma financial information giving effect to the Merger and each
of the other pending mergers is included herein under "Pro Forma
Financial Information."
<PAGE>
<TABLE>
HISTORICAL HIBERNIA CORPORATION (1)
SELECTED FINANCIAL INFORMATION
<CAPTION>
Year Ended December 31
Unaudited ($ in thousands, except per share amounts) 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Net interest income $260,103 $256,991 $257,074 $282,152 $300,024
Income (loss) from continuing operations 84,651 61,062 1,963 (139,416) (17,683)
Per share:
Income (loss) from continuing operations 0.78 0.57 0.04 (2.64) (0.34)
Cash dividends 0.19 0.03 - 0.15 0.90
Book value 5.12 4.82 4.17 4.77 7.91
SELECTED PERIOD-END BALANCES
Debt 5,650 30,194 32,587 134,809 146,884
Total assets 6,335,782 6,223,061 6,102,592 7,362,964 8,648,989
(1) Refer to "PRO FORMA FINANCIAL INFORMATION".
</TABLE>
<TABLE>
RESTATED HIBERNIA CORPORATION (2)
SELECTED FINANCIAL INFORMATION
<CAPTION>
Year Ended December 31
Unaudited ($ in thousands, except per share amounts) 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Net interest income $265,309 $261,753 $261,394 $285,155 $302,752
Income (loss) from continuing operations 86,571 62,273 2,964 (139,049) (17,441)
Per share:
Income (loss) from continuing operations 0.78 0.57 0.05 (2.53) (0.32)
Cash dividends 0.19 0.03 - 0.15 0.90
Book value 5.10 4.80 4.15 4.68 7.70
SELECTED PERIOD-END BALANCES
Debt 5,650 30,194 32,587 134,809 146,784
Total assets 6,424,040 6,317,199 6,188,874 7,445,266 8,724,922
(2) Refer to "PRO FORMA FINANCIAL INFORMATION".
</TABLE>
Progressive and the Bank. Progressive is a Louisiana
corporation registered as a bank holding company under the BHCA.
At December 31, 1994, Progressive had total consolidated assets
of approximately $141.7 million and shareholders' equity of
approximately $9.9 million. Progressive's wholly-owned
subsidiary, Progressive Bank and Trust Company (the "Bank"), is a
Louisiana state bank having its main office and five other
banking branches in Terrebonne and Lafourche Parishes, Louisiana.
The Bank engages in a full range of retail and commercial banking
services, including taking deposits and extending secured and
unsecured credit. At December 31, 1994, the Bank had total
deposits of approximately $122 million.
The executive offices of Progressive are located at One
Progressive Square, Houma, Louisiana 70360, and its telephone
number at such address is (504) 868-1770. For additional
information concerning the business of Progressive and its
financial condition and operating results, see "Consolidated
Financial Statements of Progressive," "Certain Information
Concerning Progressive" and "Selected Financial Information of
Progressive."
SELECTED FINANCIAL INFORMATION OF PROGRESSIVE
The following selected financial information of Progressive
with respect to each year in the five-year period ended
December 31, 1994 has been derived from the consolidated
financial statements of Progressive. The information set forth
below should be read in conjunction with Progressive's
consolidated financial statements, the notes thereto, and
"Progressive Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing elsewhere in this
Proxy Statement-Prospectus.
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992 1991 1990
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Interest income $ 12,126 $ 11,343 $ 10,694 $ 10,101 $ 9,588
Net interest income 7,564 6,630 5,562 4,112 3,211
Provision for loan losses (648) 168 101 30 265
Other operating income 1,356 1,462 1,281 801 1,912
Non-interest expense 5,448 5,611 4,879 4,185 4,280
Income (loss) before
extraordinary item 4,716 1,391 1,813 653 578
Extraordinary item (597) (143) 5,314 - -
Net income (loss) 4,119 1,248 7,127 653 578
Unpaid dividends on
preferred stock (162) (164) (179) (179) (179)
Net income (loss)
applicable to
common stock 3,957 1,084 6,948 474 399
Balance Sheet Data:
Total assets $141,693 $132,909 $131,305 $114,951 $104,673
Earning assets 129,102 126,027 118,885 108,079 96,405
Loans (net of unearned
discount) 79,773 73,032 70,323 58,316 58,600
Deposits 121,761 113,666 115,169 106,554 96,439
Shareholders' equity 9,894 6,302 5,101 (2,026) (2,679)
Per Share Data:
Income (loss) before
extraordinary item
per common share $7.33 $1.94 $2.51 $0.73 $0.62
Net income (loss)
applicable to
common stock 6.37 1.71 10.67 0.73 0.62
Cash dividends - - - - -
Book value per
common share 10.55 4.92 2.66 (8.00) (8.73)
Selected Ratios:
Return on average assets 2.93% 0.93% 5.83% 0.60% 0.57%
Return on average equity 53.63% 20.65% 190.56% -33.03% -23.08%
Equity to average assets 5.47% 4.50% 3.06% -1.80% 2.45%
</TABLE>
PRO FORMA COMBINED SELECTED FINANCIAL INFORMATION
(Unaudited)
The table on the next page sets forth certain unaudited pro
forma combined financial information for Hibernia, after giving
effect to the mergers with American Bank, consummated on March 1,
1995 and discussed in Note A to the Pro Forma Combined Financial
Statements, and Progressive. The table also gives effect to
each of the other probable mergers as discussed in Note D to the
Pro Forma Combined Financial Statements. The pro forma
information, which reflects the Merger and other probable
mergers, using the pooling of interests method of accounting, is
presented for informational purposes only and should not be
construed as indicative of the actual operations that would have
occurred had any of the mergers been consummated at the beginning
of the periods indicated or that may be obtained in the future.
See "Pro Forma Financial Information" and the "Notes to Pro Forma
Combined Financial Statements" contained elsewhere herein.
<PAGE>
<TABLE>
PRO FORMA HIBERNIA CORPORATION*
PRO FORMA COMBINED SELECTED FINANCIAL INFORMATION
<CAPTION>
Year Ended December 31
Unaudited ($ in thousands, except per share amounts) 1994 1993 1992
<S> <C> <C> <C>
Net interest income $272,873 $268,383 $266,956
Income (loss) from continuing operations 91,287 63,664 4,777
Per share:
Income (loss) from continuing operations 0.81 0.57 0.08
Cash dividends 0.19 0.03 -
Book value 5.05 4.75 4.10
SELECTED PERIOD-END BALANCES
Debt 11,846 36,809 37,568
Total assets 6,559,580 6,450,108 6,320,179
* Includes restated Hibernia Corporation and Progressive Bancorporation, Inc.
</TABLE>
<TABLE>
TOTAL PRO FORMA HIBERNIA CORPORATION**
PRO FORMA COMBINED SELECTED FINANCIAL INFORMATION
<CAPTION>
Year Ended December 31
Unaudited ($ in thousands, except per share amounts) 1994 1993 1992
<S> <C> <C> <C>
Net interest income $283,527 $278,322 $275,682
Income (loss) from continuing operations 95,617 66,846 7,442
Per share:
Income (loss) from continuing operations 0.81 0.57 0.12
Cash dividends 0.19 0.03 -
Book value 4.97 4.67 4.03
SELECTED PERIOD-END BALANCES
Debt 11,846 36,809 37,568
Total assets 6,775,701 6,651,806 6,519,435
** Includes restated Hibernia Corporation, Progressive Bancorporation, Inc.,
STABA Bancshares, Inc., and Bank of St. John
</TABLE>
COMPARATIVE PER SHARE INFORMATION
(Unaudited)
The following table sets forth for Hibernia Common Stock and
Progressive Common Stock certain historical, restated, unaudited
pro forma combined and unaudited pro forma equivalent per share
financial information for and as of the years ended December 31,
1994, 1993 and 1992. Information under the column titled
"Historical Hibernia Corporation" is based on, and should be read
in conjunction with the historical financial statements and
related notes of Hibernia, incorporated by reference into this
Proxy Statement-Prospectus. Information under the column titled
"Restated Hibernia Corporation" reflects the impact of the merger
with American Bank consummated on March 1, 1995, which was
accounted for as a pooling of interests. Information under the
column titled "Historical Progressive Bancorporation, Inc." is
based on, and should be read in conjunction with, the historical
financial statements and related notes of Progressive contained
elsewhere in this Proxy Statement-Prospectus. Information under
the column entitled "Pro Forma Hibernia Corporation (With
Progressive Bancorporation, Inc.)" is based upon the Pro Forma
Financial Statements and related notes contained elsewhere
herein. Such pro forma combined information, which reflects the
Merger and the other consummated and probable 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
any of the mergers been consummated at the beginning of the
periods indicated or that may be obtained in the future. The pro
forma combined information gives effect to the issuance, in each
of the periods presented, of 2,098,968 shares of Hibernia Common
Stock for all of the outstanding shares of American Bank,
5,661,291 shares of Hibernia Common Stock for all of the
outstanding shares of STABA and Bank of St. John and 2,500,000
shares of Hibernia Common Stock for all of the outstanding shares
of Progressive Common Stock, which assumes that each share of
Progressive Common Stock will be exchanged for 4.0475 shares of
Hibernia Common Stock. The information under the column entitled
"Progressive Bancorporation, Inc. Pro Forma Equivalent" is
derived by multiplying the numbers contained in the column titled
"Pro Forma Hibernia (With Progressive Bancorporation, Inc.)" by
such assumed exchange rate of 4.0475. See "The Merger --
Consideration to be Received in the Merger."
<PAGE>
<TABLE>
HIBERNIA CORPORATION AND PROGRESSIVE BANCORPORATION, INC.
COMPARATIVE PER SHARE INFORMATION
Unaudited
<CAPTION>
PRO FORMA
HIBERNIA PROGRESSIVE
HISTORICAL RESTATED HISTORICAL CORPORATION BANCORPORATION, INC.
HIBERNIA HIBERNIA PROGRESSIVE (WITH PROGRESSIVE PRO FORMA
CORPORATION CORPORATION BANCORPORATION, INC. BANCORPORATION, INC EQUIVALENT
Per Common Share:
Income loss from continuing operations:
<S> <C> <C> <C> <C> <C>
For the year ended December 31,
1994 $0.78 $0.78 $7.33 $0.81 $3.28
1993 0.57 0.57 1.94 0.57 2.31
1992 0.04 0.05 2.51 0.08 0.32
Cash dividends:
For the year ended December 31,
1994 $0.19 $0.19 - $0.19 $0.77
1993 0.03 0.03 - 0.03 0.12
1992 - - - - -
Book Value:
At December 31, 1994 $5.12 $5.10 $10.55 $5.05 $20.44
</TABLE>
The Special Meeting
A Special Meeting of shareholders of Progressive to consider
and vote upon the Agreement will be held on ______________, May
__, 1995 at _____ _.m., Central time at the main office of
Progressive, One Progressive Square, Houma, Louisiana. Only
holders of record of Progressive Common Stock at the close of
business on April __, 1995 (the "Record Date") will be entitled
to notice of and to vote at the Special Meeting. On the Record
Date, 617,670 shares of Progressive Common Stock were outstanding
and entitled to vote on the Merger. For additional information
with respect to the Special Meeting and the voting rights of
shareholders of Progressive, see "Meeting Information."
The Merger
In accordance with the terms of the Agreement, Progressive
will be merged with and into Hibernia (the "Merger"), and
thereafter the Bank will be merged with and into HNB, whereupon
the separate existence of each of Progressive and the Bank will
cease. The Merger will become effective at the date and time
(the "Effective Date") set forth in a certificate issued by the
Louisiana Secretary of State. Unless otherwise agreed upon by
Hibernia and Progressive, the Effective Date will occur on the
last business day of the month occurring after the last to occur
of (i) the date that falls 15 days after the date of the order of
the Federal Reserve Board approving the Merger or the date of the
order of the Office of the Comptroller of the Currency (the
"OCC") approving the merger of the Bank with and into HNB (the
"Bank Merger"); (ii) the date that falls 5 days after the Special
Meeting; or (iii) such other date within 60 days of the Special
Meeting as may be agreed upon by the parties.
On the Effective Date, the holders of Progressive Common
Stock will be entitled to receive an aggregate of 2,500,000
shares of Hibernia Common Stock. Each outstanding share of
Progressive Common Stock (other than shares held by a shareholder
who perfects dissenters' rights in accordance with applicable
law) will be converted into the number of shares of Hibernia
Common Stock equal to 2,500,000 divided by the total number of
outstanding shares of Progressive Common Stock on the date of the
closing (the number so determined is the "Exchange Rate"). Based
upon the 617,670 shares of Progressive Common Stock issued and
outstanding on the Record Date, the Exchange Rate in the Merger
will be 4.0475. On the Record Date, there were no options,
warrants, convertible securities or other rights to receive
shares of Progressive Common Stock or Progressive Preferred Stock
outstanding.
On the Effective Date each share of Progressive Preferred
Stock will be converted into the right to receive a cash payment
equal to $12.50 plus all undeclared and accumulated dividends on
each such share of Progressive Preferred Stock as of the
Effective Date.
Management and Operations After the Merger
After the Effective Date, the offices of Progressive will be
operated as branch banking offices of HNB. As of the Effective
Date, the directors of Progressive will no longer hold their
positions as directors. See "The Merger -- Management and
Operations After the Merger."
Recommendation of the Board of Directors
The Board of Directors of Progressive (the "Progressive
Board") has unanimously approved the Agreement, believes that the
Merger is in the best interests of the shareholders of
Progressive and recommends that the shareholders vote FOR the
Merger. The Progressive Board has received from its financial
advisor, Montgomery Securities, Inc. ("Montgomery"), an opinion
that the consideration to be received by the holders of
Progressive Common Stock pursuant to the Merger is fair to such
shareholders from a financial point of view. See "The Merger -
Opinion of Financial Advisor." The Progressive Board believes
that the Merger will provide significant value to all Progressive
shareholders and will enable holders of Progressive Common Stock
to participate in opportunities for growth as equity
participants, with a more liquid investment, in a strong
statewide banking organization. The Progressive Board also
believes that the Merger will provide expanded product and
service capabilities to the customers of Progressive and will
enable the combined entity to compete more effectively with other
commercial banks and financial institutions in the region. See
"The Merger -- Background of and Reasons for the Merger."
Basis for the Terms of the Merger
A number of factors were considered by the Progressive Board
in approving the terms of the Merger, including, without
limitation, information concerning the financial condition,
results of operations and prospects of Hibernia and Progressive,
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 the Progressive Common
Stock, the anticipated tax-free nature of the Merger to holders
of Progressive Common Stock for federal income tax purposes, the
financial terms of other business combinations in the banking
industry, and certain non-monetary factors. See "The Merger --
Background of and Reasons for the Merger."
Advice and Opinion of Investment Advisor
Montgomery, Progressive's financial advisor, has rendered
both oral and written opinions to the Progressive Board that the
consideration to be received by the holders of Progressive Common
Stock pursuant to the Merger is fair to such shareholders from a
financial point of view. A copy of the opinion of Montgomery is
attached hereto as Appendix B, and should be read in its
entirety. Progressive has agreed to indemnify Montgomery, its affiliates,
and their respective partners, directors, officers, agents, consultants,
employees and controlling persons against certain liabilities, including
liabilities under the federal securities laws. See "The 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.
Vote Required
Approval of the Agreement requires the affirmative vote of
two-thirds of the voting power present at the Special Meeting.
Directors of Progressive have voting power with respect to a
total of 108,286 shares of Progressive Common Stock, representing
approximately 17.5% of the Progressive Common Stock outstanding
as of the Record Date. Such directors and other major
shareholders have agreed to vote their stock, representing an
aggregate of approximately 67.9% of the Progressive Common Stock
outstanding, in favor of the Merger, unless they are legally
required to abstain from voting or to vote against the Merger.
See "Meeting Information -- Vote Required."
Other Pending and Completed Merger Transactions of Hibernia
During 1994, Hibernia consummated acquisitions of six
financial institutions. In March of 1995, HNB acquired American
Bank by merger. Hibernia has also entered into definitive
merger agreements with two other financial institutions, STABA
and Bank of St. John. The consummation of each of the two
pending transactions is subject to certain conditions, similar to
the conditions to the Merger described herein. These pending
transactions may be consummated, if at all, before or after
consummation of the Merger. Shareholders of Progressive will not
have the right to vote on any of the other pending transactions.
In addition, if the Merger is consummated prior to consummation
of any or all of the other pending transactions, former holders
of Progressive Common Stock who have not exercised and perfected
dissenters' rights will be shareholders of Hibernia at the time
those transactions are consummated. Shareholders of Hibernia do
not have the right to vote on any of the pending merger
transactions.
The table below includes certain information concerning
STABA, American Bank and Bank of St. John as of December 31,
1994. Further information concerning the effects of the proposed
merger transactions, including complete pro forma financial
information, is included elsewhere herein under "Pro Forma
Financial Information." All information included in the
following table is as of December 31, 1994, and all percentages
are percentages of Hibernia combined with American Bank, STABA,
Bank of St. John and Progressive.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Name Deposits Deposits Assets Assets Shareholders' Equity
as % of as % of Equity as % of
Total Total Total
American $79 million 1.3% $88 million 1.3% $9 million 1.5%
Bank
STABA $83 million 1.4% $92 million 1.4% $8 million 1.4%
Bank of $111 million 1.9% $124 million 1.8% $12 million 2.0%
St. John
</TABLE>
On a pro forma basis, as of December 31, 1994, the book
value of the shares of Hibernia Common Stock would be slightly
decreased by the pending transactions. The effect of the Merger
on the book value of Hibernia Common Stock, as well as
Progressive Common Stock, is shown under "Comparative Per Share
Information" included elsewhere herein.
Conditions; Abandonment; Amendment
Consummation of the Merger is subject to the satisfaction of
a number of conditions, including approval of the Agreement and
the transactions contemplated thereby by the shareholders of
Progressive, the Board of Governors of the Federal Reserve System
(the "Federal Reserve Board") and the OCC. Applicable law
provides that the Merger may not be consummated until at least
15, but no more than 180, days after approval of the Federal
Reserve Board and the OCC is obtained. Hibernia filed
applications for approvals of the OCC and of the Federal Reserve
Board in late January of 1995. See "Representations and
Warranties; Conditions to the Merger; Waiver" and "Regulatory
Approvals" under "The Merger."
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 Progressive's shareholders may change the Exchange
Rate. In addition, the Agreement may be terminated, either
before or after shareholder approval, under certain
circumstances. See "Representations and Warranties; Conditions
to the Merger; Waiver" and "Effective Date of the Merger;
Termination" under "The Merger."
Interests of Certain Persons in the Merger
In considering the Merger, Progressive shareholders should
be aware that directors, officers and employees of Progressive
and the Bank have certain interests in the Merger that may
conflict with the interests of shareholders. An employee
severance plan and certain management retention agreements were
adopted by the Bank in 1994 to encourage its employees and senior
management to continue their employment with the Bank in the
context of ongoing merger discussions between Progressive and
certain non-affiliated financial institutions, as described
elsewhere herein. Also, the employment agreement of John H.
Laing, President and Chief Executive Officer of the Bank and
President of Progressive, provides for certain severance payments
if Mr. Laing is terminated or voluntarily resigns his employment
within the thirty days immediately following a "Change of
Control" of the Bank (which term, as defined in such agreement,
includes the Merger). The Agreement also provides for the
indemnification of officers, directors and employees of
Progressive for certain liabilities, up to specified aggregate
limitations. See "The Merger -- Interests of Certain Persons in
the Merger."
Employee Benefits
The Agreement provides generally that Hibernia will offer to
all employees of Progressive who are employed as of the Effective
Date and who become employees of Hibernia or HNB after the
Merger, the same employee benefits as those offered by Hibernia
and HNB to their employees. For the purposes of the Hibernia
401(k) plan (the "Retirement Security Plan") and the Hibernia
employee stock option plan (the "ESOP"), each employee of
Progressive or the Bank will be treated as if they were employed
by Hibernia (for both eligibility and vesting) for the full time
that they were employed by Progressive or the Bank. Hibernia has
also agreed to pay or provide certain other benefits to employees
of Progressive and the Bank. See "The Merger -- Employee
Benefits."
Certain Material Income Tax Consequences
It is a condition to consummation of the Merger that the
parties receive 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(a)
of the Internal Revenue Code of 1986, as amended (the "Code"),
and that the exchange of Progressive Common Stock for Hibernia
Common Stock will not give rise to the recognition of gain or
loss for federal income tax purposes to the holders of
Progressive Common Stock and that the Louisiana income tax
treatment to the shareholders of Progressive will be
substantially the same as the federal income tax treatment to the
shareholders of Progressive. The parties have received the
opinion of Ernst & Young LLP, certified public accountants, to
the effects set forth above. The full text of the opinion is
included herein as Appendix C and should be read carefully and in
its entirety. The payment of cash to the holders of Progressive
Preferred Stock will be a taxable transaction. See "The Merger -
- - Material Tax Consequences."
Because of the complexities of the 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 Progressive consult his, her or its tax
advisor concerning the federal (and any applicable state, local
or other) tax consequences of the Merger to such shareholder.
Dissenters' Rights
Progressive is a Louisiana business corporation, and, as
such, is governed by the Louisiana Business Corporation Law (the
"LBCL"). The LBCL provides that, if the Merger is not approved
by at least 80% of the total voting power of Progressive, the
shareholders voting against the Merger will have the right to
dissent from the Merger and to receive the fair value of their
shares in cash if the Merger is consummated. The relevant
provisions of the LBCL on dissenters' rights are attached hereto
as Appendix D.
If dissenters' rights are exercised and perfected with
respect to 10% or more of the outstanding shares of Progressive
Common Stock, Hibernia has the option to abandon the Merger,
because the Merger could not be accounted for as a pooling of
interests. It is expected that Hibernia would abandon or attempt
to renegotiate the Merger in that case. See "Rights of
Dissenting Shareholders" and "The Merger -- Accounting
Treatment."
Differences in Shareholders' Rights
Upon completion of the Merger, holders of Progressive Common
Stock, 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 shareholders of Hibernia
are different in certain respects from the rights of shareholders
of Progressive. See "The 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. The rules governing pooling
of interests accounting generally permit 10% of the outstanding Progressive
Common Stock. Due to the number of shares of Progressive Common Stock
owned by Hibernia and its affiliates and the number of treasury shares
held by Progessive holders of only approximately 5.7% (35,207 shares) of
the outstanding Progressive Common Stock could exercise dissenters' rights
in this transaction. Hibernia will not be obligated to effect the
Merger if the transaction does not qualify for pooling of interests
accounting to be exchanged for cash in the exercise of dissenters' rights
or otherwise not exchanged for shares of Hibernia Common Stock as a result
of the Merger. See "The Merger -- Accounting Treatment."
MEETING INFORMATION
Each copy of this Proxy Statement-Prospectus mailed to
holders of Progressive Common Stock is accompanied by a proxy
card furnished in connection with the Progressive Board's
solicitation of proxies for use at the Special Meeting and at any
adjournment thereof. The Special Meeting is scheduled to be held
at ______ _.m., Central time, on ________, May __, 1995, at the
main office of Progressive, One Progressive Square, Houma,
Louisiana. Only holders of record of Progressive Common Stock at
the close of business on the Record Date are entitled to receive
notice of and to vote at the Special Meeting. At the Special
Meeting shareholders will consider and vote upon (a) a proposal
to approve the Agreement, and (b) such other matters as may
properly be brought before the Special Meeting or any adjournment
thereof.
HOLDERS OF PROGRESSIVE COMMON STOCK ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED, POSTAGE PAID ENVELOPE TO THE HERMAN
GROUP, INC., P.O. BOX 803248, DALLAS, TEXAS 75380, OR BY
OVERNIGHT OR HAND DELIVERY TO 13760 NOEL ROAD, SUITE 320, DALLAS,
TEXAS 75240.
Solicitation and Revocation of Proxies
Any holder of Progressive Common Stock who has delivered a
proxy may revoke it any time before it is voted by attending the
Special Meeting and voting in person, or by giving notice of
revocation in writing to the Secretary of Progressive prior to
the date of the Special Meeting or submitting a signed proxy card
bearing a later date before the Special Meeting. The shares of
Progressive Common Stock represented by properly executed proxy
cards received at or prior to the Special Meeting and not
subsequently revoked will be voted as directed by the
shareholders submitting such proxies. If instructions are not
given, executed proxy cards received by Progressive will be voted
FOR approval of the Agreement. If any other matters are properly
presented at the Special Meeting for consideration, the persons
named in the proxy card enclosed herewith will have discretionary
authority to vote on such matters in accordance with their best
judgment. The Progressive Board is unaware of any matter to be
presented at the Special Meeting other than the proposal to
approve the Agreement.
The cost of soliciting proxies from shareholders of
Progressive will be borne by Progressive. Such solicitation will
be made by mail but also may be made by telephone or other means
of telecommunications or in person by the directors, officers and
employees of Progressive (who will receive no additional
compensation for doing so). An outside solicitation firm, The
Herman Group, Inc., has been retained by Progressive to assist in
the solicitation of proxies for an aggregate fee of $3,000, plus
out-of-pocket expenses.
PROGRESSIVE SHAREHOLDERS SHOULD NOT FORWARD ANY STOCK
CERTIFICATES WITH THEIR PROXY CARDS. IF THE MERGER IS APPROVED,
SHAREHOLDERS WILL RECEIVE INSTRUCTIONS REGARDING THE EXCHANGE OF
THEIR STOCK CERTIFICATES AFTER THE MERGER HAS BEEN CONSUMMATED.
Vote Required
Approval of the Agreement requires the affirmative vote of
the holders of two-thirds of the voting power present, in person
or by proxy, at the Special Meeting. The Progressive Board has
fixed the close of business on April __, 1995, as the record date
for the determination of shareholders entitled to notice of and
to vote at the Special Meeting. As of the Record Date, there
were 617,670 shares of Progressive Common Stock outstanding and
entitled to vote at the Special Meeting, with each share being
entitled to one vote in its class. Shares of Progressive
Preferred Stock are not entitled to vote on the Merger.
A majority of the outstanding shares of Progressive Common
Stock constitutes a quorum for purposes of the Special Meeting.
An abstention will be considered present for quorum purposes, but
will have the same effect as a vote against the proposal to be
considered at the Special Meeting. A broker non-vote will not
count for quorum or voting purposes because brokers will not have
discretionary authority to vote with respect to the proposal and,
therefore, a broker non-vote will have no effect on the vote on
the proposal.
As of the Record Date, the directors and executive officers
of Progressive have voting power with respect a total of 108,286
shares, or approximately 17.5% of the outstanding shares of
Progressive Common Stock. Such directors and executive officers
have agreed to vote their stock in favor of the Merger, unless
they are legally required to abstain from voting or to vote
against the Merger.
As of the Record Date, neither Hibernia nor HNB, nor any of
their directors, executive officers or affiliates, beneficially
owned any shares of Progressive Common Stock or Progressive
Preferred Stock.
Recommendation
For the reasons described below, the Progressive Board has
unanimously approved the Agreement, believes the Merger is in the
best interests of Progressive and its shareholders and recommends
that holders of Progressive Common Stock vote FOR approval of the
Agreement. In making its recommendation to shareholders, the
Progressive Board considered, among other things, the opinion of
Progressive's financial advisor, Montgomery, that the
consideration to be received by the holders of Progressive Common
Stock pursuant to the Merger is fair to such shareholders from a
financial point of view. See "Background of and Reasons for the
Merger" and "Opinion of Financial Advisor" under "The Merger."
THE MERGER
This section of the Proxy Statement-Prospectus describes
certain aspects of the Merger and the Agreement. 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.
Consideration to be Received in the Merger
On the Effective Date, the holders of Progressive Common
Stock will be entitled to receive an aggregate of 2,500,000
shares of Hibernia Common Stock. Each outstanding share of
Progressive Common Stock (other than shares held by a shareholder
who perfects dissenters rights in accordance with applicable law)
will be converted into the number of shares of Hibernia Common
Stock equal to 2,500,000 divided by the total number of
outstanding shares of Progressive Common Stock on the date of the
closing. Based on an aggregate of 617,740 shares of Progressive
Common Stock outstanding on the Record Date, each outstanding
share of Progressive Common Stock will be converted into
approximately 4.0475 shares of Hibernia Common Stock. On the
Effective Date each share of Progressive Preferred Stock will be
converted into the right to receive a cash payment equal to
$12.50 plus all undeclared and accumulated dividends on each such
share of Progressive Preferred Stock as of the Effective Date.
As of the Record Date, each share of Progressive Preferred Stock
would have been entitled to an aggregate payment of $26.04 per
share. Pursuant to the terms of the Agreement, Progressive is
prohibited from issuing additional shares of Progressive Common
Stock or Progressive Preferred Stock, or any options, warrants,
convertible securities or other rights to receive shares of
Progressive Common Stock or Progressive Preferred Stock without
the prior written consent of Hibernia.
Conversion of Shares
Upon the effectiveness of the Merger, the conversion of
shares of Progressive Common Stock and Progressive Preferred
Stock into Hibernia Common Stock and the right to receive cash,
respectively, will occur without any action on the part of the
holders thereof, and holders of Progressive Common Stock will
automatically be entitled to all of the rights and privileges
afforded to Hibernia shareholders as of such date. The exchange
of Progressive Common Stock certificates for certificates
representing Hibernia Common Stock and of Progressive Preferred
Stock certificates for cash, however, will occur after the
Effective Date of the Merger.
SHAREHOLDERS OF PROGRESSIVE SHOULD NOT FORWARD THEIR
CERTIFICATES TO PROGRESSIVE OR HIBERNIA AT THIS TIME. IF THE
MERGER IS CONSUMMATED, PROGRESSIVE SHAREHOLDERS WILL RECEIVE
INSTRUCTIONS REGARDING THE EXCHANGE OF THEIR CERTIFICATES FOR
HIBERNIA COMMON STOCK OR CASH, AS THE CASE MAY BE.
No fractional shares of Hibernia Common Stock will be issued
in connection with the Merger. In lieu of fractional shares,
Hibernia will make a cash payment equal to the fractional
interest which a Progressive shareholder would otherwise receive
multiplied by the Average Market Price of Hibernia Common Stock,
and no such holder shall be entitled to dividends, voting rights
or any other right of shareholders in respect of any fractional
share. If, prior to the Effective Date the outstanding shares of
Hibernia Common Stock are increased, decreased, changed into or
exchanged for a different number or class of shares or securities
through a change in Hibernia's capitalization, then the number of
shares to be issued in the Merger will be adjusted accordingly.
The receipt of cash in lieu of fractional shares will not
adversely affect the tax-free nature of the exchange of common
stock in the Merger. See "Material Tax Consequences," below.
For a discussion of the rights of dissenting shareholders,
see "Rights of Dissenting Shareholders."
Surrender and Exchange of Certificates
As soon as practicable after the Effective Date, the
transfer agent of Hibernia, in its capacity as exchange agent, or
Hibernia, will mail all non-dissenting shareholders of
Progressive a letter of transmittal, which will contain
instructions for the surrender and exchange of their Progressive
Common Stock certificates for certificates representing Hibernia
Common Stock and the surrender of Progressive Preferred Stock
certificates for the cash payment due thereon. Until so
exchanged, each certificate representing Progressive Common Stock
or Progressive Preferred 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 or the
cash payment, as applicable, into which such shares have been
converted on the Effective Date. Shareholders should not send
their Progressive Common Stock or Progressive Preferred Stock
certificates for surrender until they receive further
instructions from the exchange agent.
Shareholders who cannot locate their Progressive Common Stock
certificates or Progressive Preferred Stock certificates are
encouraged to contact Susan B. Snyder, Chief Financial Officer,
at One Progressive Square, Houma, Louisiana 70630, telephone
number (504) 876-8252, prior to the Special Meeting. New
certificates will be issued to Progressive shareholders who have
misplaced their certificates only if the shareholder executes an
affidavit certifying that the certificate cannot be located and
agreeing to indemnify Progressive and Hibernia (as its
successor), against any claim that may be made against either of
them by any person claiming to own any or all of the shares
represented by the lost certificate(s). Progressive or Hibernia
(as its successor) may require a shareholder to post a bond in an
amount sufficient to support the shareholder's indemnification
obligation. Shareholders who cannot locate their stock
certificates and shareholders who hold certificates in names
other than their own are encouraged to resolve those matters
prior to the Effective Date of the Merger in order to avoid
delays in receiving their Hibernia Common Stock certificate or
cash payment if the Merger is approved and consummated.
Background of and Reasons for the Merger
Background. As a result of a number of factors, including
the 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 over the past
two years. One of the responsibilities of the Board of Directors
of Progressive is to consider various strategic alternatives,
including whether to affiliate with a larger, more diversified
financial institution, as viable opportunities arise.
In August of 1994, the Board of Directors of Progressive
engaged Montgomery to evaluate strategic alternatives for
Progressive and to solicit preliminary indications of interest
for the purchase of Progressive from interested and capable
buyers. Montgomery contacted seven local and regional financial
institutions. Four potential buyers expressed an acceptable
preliminary indication of interest and were allowed to conduct
document and record review before the submission of final
acquisition proposals. Hibernia conducted on-site document and
record review and submitted a final acquisition proposal. Two
other financial institutions received confidential information
and submitted proposals subject to the completion of on-site
document and record review. The proposals were considered by the
Progressive Board at a special meeting held for that purpose on
November 18, 1994. At the meeting, representatives of Montgomery
made a presentation to the Progressive Board regarding, among
other things, the competing proposals. Based upon the foregoing
and its analysis of the competing proposals, the Progressive
Board determined that the sale of Progressive to Hibernia
pursuant to its acquisition proposal was in the best interest of
Progressive and its shareholders and therefore the Progressive
Board unanimously approved the Agreement.
Reasons for the Merger. In reaching its decision that the
Merger is in the best interests of Progressive and its
shareholders, the Progressive Board consulted with its financial
and other advisors, as well as with Progressive's management, and
considered a number of factors, including, but not limited to,
the following:
(a) the financial condition and results of operations of,
and prospects for, each of Hibernia and Progressive;
(b) the amount and type of consideration to be received by
Progressive's shareholders pursuant to the Agreement;
(c) the Hibernia Common Stock to be received by holders of
Progressive Common Stock pursuant to the Agreement will be listed
for trading on the NYSE and will provide liquidity that is
unavailable to holders of Progressive Common Stock, for which an
active trading market does not exist;
(d) the Agreement will allow holders of Progressive Common
Stock to become shareholders of Hibernia, an institution which is
currently the second largest bank holding company headquartered
in Louisiana and the 100th largest bank holding company in the
United States;
(e) the Progressive Board believes that recent changes in
the regulatory environment will result in Progressive facing
additional competitive pressures in its market area from other
financial institutions with greater financial resources capable
of offering a broad array of financial services;
(f) the Merger is expected to qualify as a tax-free
reorganization so that neither Progressive nor the holders of
Progressive Common Stock (except to the extent that cash is
received in respect of their shares) will recognize any gain in
the transaction (see "Material Tax Consequences"); and
(g) the opinion received from Montgomery that the
consideration to be received by the holders of Progressive Common
Stock pursuant to the Agreement was fair to such shareholders
from a financial point of view as of the date of such opinion
(see "Opinion of Financial Advisor").
The Progressive Board did not assign any specific or
relative weight to the foregoing factors in its considerations.
The Progressive Board believes that the Agreement and the Merger
will provide significant value to all Progressive shareholders
and will enable holders of Progressive Common Stock to
participate in opportunities for growth that the Progressive
Board believes the Merger will make possible.
Based on the foregoing, the Progressive Board has
unanimously approved the Agreement and the Merger, believes that
the Agreement and the Merger are in the best interests of
Progressive's shareholders, and recommends that all holders of
Progressive Common Stock vote "FOR" the approval of the Agreement
and the Merger.
Opinion of Financial Advisor
General. Pursuant to an engagement letter dated August 8,
1994 (the "Engagement Letter"), Progressive engaged Montgomery to
act as its financial advisor in connection with its evaluation of
its strategic alternatives, including the possible sale of
Progressive. Montgomery is a nationally recognized investment
banking firm and, as part of its investment banking activities,
is regularly engaged in the valuation of businesses and their
securities in connection with merger transactions and other types
of acquisitions, negotiated underwritings, placements and
valuations for corporate and other purposes. Progressive
selected Montgomery as its financial advisor on the basis of its
experience and expertise in transactions similar to the Merger
and its reputation in the banking and investment communities.
At a meeting of the Progressive Board on November 18, 1994,
Montgomery delivered its oral opinion that the consideration to
be received by the holders of Progressive Common Stock pursuant
to the Agreement was fair to such shareholders from a financial
point of view as of the date of such opinion. Montgomery's oral
opinion was subsequently confirmed in writing on December 1,
1994. No limitations were imposed by Progressive on Montgomery
with respect to the investigations made or procedures followed in
rendering its opinion. The full text of Montgomery's written
opinion to the Progressive Board, dated December 1, 1994, which
sets forth the assumptions made, matters considered, and
limitations of the review by Montgomery, is attached hereto as
Appendix B and is incorporated herein by reference. The
following summary of Montgomery's opinion is qualified in its
entirety by reference to the full text of the opinion, which
should be read carefully and in its entirety. Montgomery's
opinion does not constitute a report or valuation within the
meaning of Section 11 of the Securities Act and should not be
accorded the degree of reliance placed upon such reports and
valuations. Montgomery has not assumed responsibility for
performing the level of diligence or independent verification
that would be required for it to render a report or valuation for
purposes of the Securities Act. Montgomery's opinion is
addressed to the Progressive Board only and does not constitute a
recommendation to any holder of Progressive Common Stock as to
how such shareholder should vote at the Special Meeting.
In connection with its opinion, Montgomery, among other
things: (i) reviewed certain publicly available financial and
other data with respect to Hibernia and Progressive, including
the consolidated financial statements for recent years and
interim periods to September 30, 1994, and certain other relevant
financial and operating data relating to Progressive and Hibernia
made available to Montgomery from published sources and from the
internal records of Progressive; (ii) reviewed the Agreement;
(iii) reviewed certain historical market prices and trading
volumes of Hibernia Common Stock on the NYSE; (iv) compared
Progressive and Hibernia from a financial point of view with
certain other companies in the banking industry that Montgomery
deemed to be relevant; (v) considered the financial terms, to the
extent publicly available, of selected recent business
combinations of companies in the banking industry that Montgomery
deemed to be comparable, in whole or in part, to the Merger; (vi)
reviewed and discussed with representatives of the management of
Progressive and Hibernia certain information of a business and
financial nature regarding Progressive and Hibernia, furnished to
Montgomery by Progressive and Hibernia, including financial
forecasts and related assumptions of Progressive; (vii) made
inquiries regarding and discussed the Merger, the Agreement and
other matters related thereto with Progressive's counsel; and
(viii) performed such other analyses and examinations as
Montgomery deemed appropriate.
In connection with its review, Montgomery did not
independently verify any of the foregoing information, and relied
on such information and assumed such information was complete and
accurate in all material respects. With respect to the financial
forecasts for Progressive provided to Montgomery by Progressive's
management, Montgomery assumed for purposes of its opinion that
such forecasts were reasonably prepared on bases reflecting the
best available estimates and judgments of Progressive's
management at the time of preparation as to the future financial
performance of Progressive and provided a reasonable basis upon
which Montgomery could form its opinion. Montgomery also assumed
that there were no material changes in Progressive's or
Hibernia's assets, financial condition, results of operations,
business or prospects since the respective dates of the last
financial statements made available to Montgomery. Montgomery
relied on advice of counsel to Progressive as to all legal
matters with respect to Progressive, the Merger and the
Agreement. Montgomery is not expert in the evaluation of loan
portfolios for purposes of assessing the adequacy of the
allowances for losses with respect thereto and assumed that such
allowances for each of Progressive and Hibernia are in the
aggregate adequate to cover such losses. In addition, Montgomery
did not review any individual credit files, did not make an
independent evaluation, appraisal or physical inspection of the
assets or individual properties of Progressive or Hibernia, and
was not furnished with any such appraisals. Further,
Montgomery's oral and written opinions were based on economic,
monetary and market conditions existing as of November 18, 1994
and December 1, 1994, respectively, and on the assumption that
the Agreement will be consummated in accordance with its terms,
without any amendment thereto and without waiver by Progressive
of any of the conditions to its obligations thereunder.
Set forth below is a brief summary of the report presented
by Montgomery to the Progressive Board of Directors on
November 18, 1994 in connection with its opinion.
Comparable Company Analysis. Using public and other
available information, Montgomery compared certain financial
ratios of Hibernia (including the ratio of net income to average
total assets ("return on average assets"), the ratio of net
income to average total equity ("return on average equity"), the
ratio of average equity to average assets, the ratio of
noninterest expense to revenue ("cost control"), net interest
margin and certain credit ratios) for the four years ended
December 31, 1993 and for the nine months ended September 30,
1994, to a national proxy group consisting of the 50 largest
banks (the "National Bank Proxy Group"), and to a southeast proxy
group consisting of nine banks located in the Southeast region of
the United States (the "Southeast Bank Proxy Group"). No company
used in the analysis is identical to Hibernia. The analysis
necessarily involved complex considerations and judgments
concerning differences in financial and operating characteristics
of the companies.
Analysis of Selected Bank Merger Transactions. Montgomery
reviewed the consideration paid in recently announced
transactions whereby certain banks were acquired. Specifically,
Montgomery reviewed 335 transactions involving acquisitions of
banks in the Southeast region of the United States announced
since January 1990 (the "Southeast Acquisitions") and
acquisitions of 32 selected Louisiana banks announced since
January 1990 (the "Louisiana Acquisitions"). For each bank
acquired or to be acquired in such transactions, Montgomery
compiled figures illustrating, among other things, the ratio of
the premium (i.e., purchase price in excess of book value) to
core deposits, purchase price to deposits, purchase price to book
value and purchase price to last twelve-months ("LTM") earnings.
The figures for banks acquired or to be acquired in the
Southeast Acquisitions and the Louisiana Acquisitions produced:
(i) median return on average equity of 10.49% and 16.11%,
respectively; (ii) median return on average assets of .92% and
1.33%, respectively; and (iii) median nonperforming assets to
average assets of 1.19% and 1.38%, respectively. In comparison,
Montgomery determined that for the year ended December 31, 1993
and the nine months ended September 30, 1994, Progressive's
return on average equity was 24.4% and 18.44%, respectively, its
return on average assets was 1.04% and .97%, respectively, and
its nonperforming assets to average assets were .3% and .11%,
respectively.
The figures for the Southeast Acquisitions and the Louisiana
Acquisitions produced: (i) median percentage of premium to core
deposits of 6.97% and 10.43%, respectively; (ii) median
percentage of purchase price to deposits of 16.42% and 19.94%,
respectively; (iii) median ratio of purchase price to book value
of 1.6 and 1.87, respectively; and (iv) median ratio of purchase
price to LTM earnings of 15.52 and 13.32, respectively. In
comparison, based upon an exchange ratio in the Merger of 4.0475
shares of Hibernia Common Stock for each share of Progressive
Common Stock, representing shares of Hibernia Common Stock with a
value of $32.89 at November 16, 1994, Montgomery determined that
the consideration to be received by the holders of Progressive
Common Stock in the Merger represented a percentage of premium to
core deposits of 17.7%, a percentage of price to deposits of
22.07%, a ratio of price to book value of 2.26 and a ratio of
price to Progressive's LTM earnings for the twelve months ended
September 30, 1994 of 13.84.
Montgomery also calculated implied values for Progressive
based upon the median figures for the Southeast Acquisitions and
the Louisiana Acquisitions described above. These calculations
produced implied valuations of (i) $15.61 and $19.37 per share,
respectively, based upon the median ratio of purchase price to
book value, (ii) $38.06 and $31.27 per share, respectively, based
on the median ratio of purchase price to LTM earnings,
(iii) $21.95 and $28.76, respectively, based on the median
percentage of purchase price to deposits, and (iv) $13.80 and
$19.40, respectively, based on the median percentage of premium
to core deposits. These implied values were compared with the
$32.89 value of shares of Hibernia Common Stock at November 16,
1994, based upon an exchange ratio of 4.0475.
No other company or transaction used in the above analysis
as a comparison is identical to Progressive or the Agreement.
Accordingly, an analysis of the results of the foregoing is not
mathematical; rather, it involves complex considerations and
judgments concerning differences in financial and operating
characteristics of the companies and other factors that could
affect the public trading value of the companies to which
Progressive and the Merger are being compared.
Contribution Analysis. Montgomery analyzed the contribution
of each of Progressive and Hibernia to, among other things,
common equity and net income of the pro forma combined companies
for the year ended December 31, 1993, and for the nine month
period ended September 30, 1994. This analysis showed, among
other things, that based on pro forma combined balance sheets and
income statements for Progressive and Hibernia at December 31,
1993 and September 30, 1994, Progressive would have contributed
1.4% and 1.6%, respectively, of the common equity, for the year
ended December 31, 1993 and the nine months ended
September 30, 1994, and Progressive would have contributed 2.8%
and 4.3%, respectively, of the net income (before extraordinary
items) of the combined companies for such periods. Based upon an
exchange ratio in the Merger of 4.0475 shares of Hibernia Common
Stock for each share of Progressive Common Stock, holders of
Progressive Common Stock would own approximately 2.52% of the
combined companies based on common shares outstanding on
September 30, 1994.
Dilution Analysis. Using estimates of future earnings
prepared by Progressive management and analysts' estimates for
Hibernia, Montgomery compared the calendar year 1995 estimated
earnings per share of Progressive Common Stock and Hibernia
Common Stock to the calendar year 1995 estimated earnings per
share of the common stock of the pro forma combined companies.
Based on such analysis and an exchange ratio in the Merger of
4.0475 shares of Hibernia Common Stock for each share of
Progressive Common Stock, the proposed transaction would be
dilutive to Hibernia's earnings per share in 1995, prior to
projected revenue enhancements and cost savings, and accretive to
Progressive's earnings per share.
Present Value Analysis. In performing the present value
analysis, Montgomery assumed that the Merger was consummated as
of January 1, 1995 on the basis of an exchange ratio of 4.0475
shares of Hibernia Common Stock for each share of Progressive
Common Stock. This ratio was derived from the consideration to
be paid in the Merger of an aggregate of 2,500,000 shares of
Hibernia Common Stock for all 617,670 outstanding shares of
Progressive Common Stock. The market value of the 4.0475 shares
of Hibernia Common Stock was $32.89, based upon a trading price
of Hibernia Common Stock of $8.125 per share on November 16,
1994. In performing the analysis, Montgomery estimated the
present value of the future streams of annual pre-tax dividend
income that the combined company could produce over a five year
period under various assumptions. Montgomery then estimated the
terminal value of 4.0475 shares of the combined company at the
end of the five year period by applying various multiples
(ranging from 8x to 12x) to the combined company's projected 1999
earnings. Montgomery then added the dividend stream to each of
the terminal values and discounted the sums using a 10% discount
rate. This analysis indicated a reference range of pre-tax
present value of between $35.97 and $51.42 per 4.0475 shares of
Hibernia Common Stock. In comparison, Montgomery noted that if
Progressive were to remain independent, based on the sum of the
present value of the future stream of annual pre-tax dividend
income that Progressive could produce over a five year period and
certain terminal values derived from applying multiples ranging
from 6x to 10x to Progressive's projected 1999 earnings, and
discounting such sums using a 14% discount rate (reflecting the
higher risks associated with remaining the holding company for an
independent community bank), the pre-tax present value of one
share of Progressive Common Stock ranged between $17.31 and
$25.76.
The summary set forth above does not purport to be a
complete description of the presentation by Montgomery to
Progressive's Board of Directors or of the analyses performed by
Montgomery. The preparation of a fairness opinion is not
necessarily susceptible to partial analysis or summary
description. Montgomery believes that its analyses and the
summary set forth above must be considered as a whole and that
selecting a portion of its analyses and factors, without
considering all analyses and factors, would create an incomplete
view of the process underlying the analyses set forth in its
presentation to Progressive's Board of Directors. In addition,
Montgomery may have given certain analyses more or less weight
than other analyses, and may have deemed various assumptions more
or less probable than other assumptions, so that the ranges of
valuations resulting from any particular analysis described above
should not be taken to be Montgomery's view of the actual value
of Progressive or the combined companies. The fact that any
specific analysis has been referred to in the summary above is
not meant to indicate that such analysis was given greater weight
than any other analysis.
In performing its analyses, Montgomery made numerous
assumptions with respect to industry performance, general
business and economic conditions and other matters, many of which
are beyond the control of Progressive or Hibernia. The analyses
performed by Montgomery are not necessarily indicative of actual
values or actual future results, which may be significantly more
or less favorable than suggested by such analyses. Such analyses
were prepared solely as part of Montgomery's analysis of the
fairness of the consideration to be received by the holders of
Progressive's Common Stock in the Merger and were provided to
Progressive's Board of Directors in connection with the delivery
of Montgomery's opinion. The analyses do not purport to be
appraisals or to reflect the prices at which a company might
actually be sold or the prices at which any securities may trade
at the present time or any time in the future. Montgomery used
in its analyses various projections of future performance
prepared by the management of Progressive. The projections are
based on numerous variables and assumptions which are inherently
unpredictable and must be considered not certain of occurrence as
projected. Accordingly, actual results could vary significantly
from those set forth in such projections.
As described above, Montgomery's opinion and presentation to
Progressive's Board of Directors were among the many factors
taken into consideration by the Board in making its determination
to approve the Agreement.
Pursuant to the Engagement Letter, Progressive paid
Montgomery a retainer fee of $25,000, which will be credited
against any other fee to be paid to Montgomery under the
Engagement Letter. If the Merger is consummated, Montgomery will
be paid a fee equal to 1.5% of the total consideration involved
in the Merger, but in no event less than $250,000. Progressive
has also agreed to reimburse Montgomery for its reasonable out-
of-pocket expenses in an amount not to exceed $15,000, excluding
legal fees of up to $15,000 which Progressive also agreed to
reimburse. Progressive has agreed to indemnify Montgomery, its
affiliates, and their respective partners, directors, officers,
agents, consultants, employees and controlling persons against
certain liabilities, including liabilities under the federal
securities laws. Neither Hibernia nor Progressive has paid
Montgomery any other fees during the last two years.
In the ordinary course of its business, Montgomery may trade
equity securities of Hibernia for its own account and for the
accounts of customers and, accordingly, may at any time hold a
long or short position in such securities.
Representations and Warranties; Conditions to the Merger; Waiver
The Agreement contains representations and warranties by
Progressive regarding, among other things, its organization,
ownership of the Bank, authority to enter into the Agreement,
properties and other assets, insurance policies, financial
statements, pending and threatened litigation or other
proceedings, contractual obligations, contingent liabilities,
conflicts, taxes, loans, employee plans, investments and
environmental matters. The Agreement also contains
representations and warranties by Hibernia regarding, among other
things, its organization and authority to enter into the
Agreement, capitalization, conflicts, accounting methods,
regulatory evaluations, 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 Progressive to consummate
the Merger are conditioned upon, among other things, approval of
the Agreement by Progressive's shareholders; the receipt of
necessary regulatory approvals; 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(a) of the Code and that, to the extent
Progressive Common Stock is exchanged for Hibernia Common Stock,
Progressive's shareholders will recognize no gain or loss for
federal income tax purposes with respect to such exchange, and
that the Louisiana income tax treatment of the Merger to such
shareholders will be substantially the same as the federal income
tax treatment of the Merger to such shareholders; 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 any pending or
threatened litigation or any proceeding initiated by any
governmental authority to restrain or prohibit consummation of
the Merger; the absence of any order, decree or injunction of any
court or other governmental authority enjoining or prohibiting
the consummation of the Merger; the receipt of all required state
securities law permits or authorizations; the accuracy of the
representations and warranties of both parties to the Merger 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
Progressive, the receipt of the fairness opinion of Montgomery;
and in the case of Hibernia, the ability to account for the
Merger as a pooling of interests.
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 Progressive's
shareholders may change the aggregate number of shares to be
received in the Merger.
Regulatory Approvals
Hibernia, as a registered bank holding company, is regulated
by the Federal Reserve Board. Accordingly, in addition to
approval of the shareholders of Progressive, consummation of the
Merger will require the approval of the Federal Reserve Board.
HNB, as a national banking association, is regulated by the OCC,
and the merger between it and the Bank consequently must be
approved by the OCC before it may be effected. Hibernia filed
applications seeking the approval of the Merger by the Federal
Reserve Board and of the Bank Merger by the OCC in late January
of 1995.
After the approval of the OCC has been obtained, the Bank
and HNB must wait at least 15 days before consummating the Bank
Merger. During this 15-day period, the Department of Justice may
object to the Bank Merger on antitrust grounds.
The shares of Hibernia Common Stock to be issued in the
Merger will be registered with the Securities and Exchange
Commission and the state securities regulators in those states in
which such registration is required. The shares will also be
listed on the NYSE.
Failure to receive the requisite regulatory approvals will
result in a termination of the Agreement, regardless of whether
the Merger is approved at the Special Meeting.
Business Pending the Merger
Under the terms of the Agreement, Progressive may not and it
will cause the Bank not to, without the prior written consent of
Hibernia or as otherwise provided in the Agreement, among other
things: (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 any employment contracts
with, increase the compensation of or pay any bonus to, any of
Progressive's directors, officers, or employees, other than in
accordance with existing policy or past practice, except that
extraordinary bonuses may be paid in 1995 prior to the Effective
Date of the Merger (a) with respect to 1994's performance not
more than $77,500 and (b) with respect to 1995's performance not
more than an amount equal to $52,000 multiplied by a percentage
representing the number of months elapsed in 1995 prior to the
Effective Date of the Merger; (iii) enter into or substantially
modify any employee benefits plans; (iv) establish any automatic
teller machines, branches or other banking offices, other than
the branch office under construction in Prairieville, Louisiana,
the costs of construction of which shall not exceed $500,000; (v)
make any capital expenditures in excess of $100,000; (vi) merge
with any other company or bank or liquidate or otherwise dispose
of its assets outside the ordinary course of its business; or
(vii) acquire another company or bank (except in a fiduciary
capacity or in connection with foreclosures related to bona fide
loan transactions). Progressive is also prohibited by the terms
of the Agreement from declaring, setting aside or paying
dividends or, directly or indirectly, combining, redeeming,
purchasing or otherwise acquiring, any shares of Progressive
Common Stock prior to the Effective Date.
Effective Date of the Merger; Termination
Unless otherwise agreed upon by Hibernia and Progressive,
the closing of the Merger (the "Closing," and the date thereof
the "Closing Date") will occur on the first business day after
the later of: (i) the date that falls 30 days after the later of
the date of the order of the Federal Reserve Board approving the
Merger or the date of the order of the OCC approving the Bank
Merger; and (ii) the date that falls 5 days after the Special
Meeting. The parties may agree to close the Merger on any such
later date within 60 days of the Special Meeting. The Merger of
Progressive into Hibernia will become effective at the date and
time (the "Effective Date") set forth in a certificate issued by
the Louisiana Secretary of State.
The Agreement may be terminated prior to the Closing Date by
either party, whether before or after approval of the Agreement
by the Progressive shareholders: (i) in the event of a breach by
the other party of any representation, warranty, covenant or
agreement which has not been cured within any cure 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 June 30, 1995; (iii) if any
application for any required regulatory approval has been denied,
and the time for all appeals of such denial has run; (iv) if the
shareholders of Progressive fail to approve the Merger; (v) if
there is a material adverse change in the financial condition of
either party; or (vi) absent an agreement of the parties to the
contrary, if the Merger is not consummated by June 30, 1995. The
Agreement may also be terminated by Hibernia if the holders of
more than 10% of the Progressive Common Stock exercise and
perfect dissenters' rights or if the Merger otherwise does not
qualify for pooling of interests accounting treatment. The
Agreement may be terminated by Progressive if (i) the opinion
from Montgomery that the consideration to be received in the
Merger by the holders of Progressive Common Stock is fair to such
shareholders from a financial point of view is withdrawn by
Montgomery prior to the Closing Date, or (ii) both (a) the
quotient of the Average Market Price of Hibernia Common Stock on
the Closing Date divided by $______ (the "Hibernia Quotient") is
less than .8, and (b) the quotient of the average closing value
of the Standard & Poors Regional Bank Index for the ten business
days preceding the Closing Date divided by $_____ exceeds the
Hibernia Quotient by more than .1. For these purposes, 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. The Agreement also
may be terminated at any time by the mutual consent of the
parties. If terminated, the Agreement will become 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 Proxy
Statement-Prospectus is a part will survive any such termination,
and any such termination will 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, Progressive will be merged with and
into Hibernia and the Bank will be merged with and into HNB, and
the separate existences of Progressive and the Bank will cease.
The offices of the Bank will thereafter be operated as branch
banking offices of HNB. The employees of the Bank on the
Effective Date will become employees of HNB, 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 will consist of those persons serving as directors
immediately prior thereto. Information regarding the directors
of Hibernia elected at its annual meeting of shareholders on
April 18, 1995 is contained in documents incorporated herein by
reference. See "Available Information" and "Incorporation by
Reference." The directors of Progressive and the Bank will cease
to serve as directors as of the Effective Date.
Certain Differences in Rights of Shareholders
If the shareholders of Progressive approve the Merger and
the Merger is subsequently consummated, all holders of
Progressive Common Stock, 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 Progressive's Articles of Incorporation
and Bylaws. The following is a summary of the principal
differences between the rights of shareholders of Progressive and
Hibernia not described elsewhere in this Proxy Statement-
Prospectus.
Number and Classes of Shares. Hibernia's Articles of
Incorporation authorize 200,000,000 shares of common stock and
100,000,000 shares of preferred stock. The Hibernia Board of
Directors has the authority to determine the designations, voting
powers, preferences and relative participating, option or other
special rights, and the qualifications, limitations or
restrictions on such shares of capital stock. The Articles of
Incorporation of Progressive authorize 2,000,000 shares of common
stock and 1,000,000 shares of preferred stock. The Progressive
Board of Directors has the authority to establish one or more
series of preferred stock, and to determine the relative rights
and preferences of the shares of any series of preferred stock.
The Articles of Incorporation of Progressive have established a
class of 225,000 shares of preferred stock designated as "Class A
Preferred Stock." The shares of Class A Preferred Stock are
entitled to the preferential right, among other things, to
receive a cumulative annual dividend of $1.25 per share, and are
subject to redemption at a price of $12.50 plus all accrued and
unpaid dividends. Such shares of Class A Preferred Stock have no
voting rights, except in certain limited circumstances not
involved in the Merger.
Directors. Hibernia's Articles of Incorporation provide
that the number of directors is determined by reference to the
Hibernia Bylaws. The Bylaws provide that the exact number of
directors is the number determined, from time to time, by
resolution of the Board of Directors. Currently, such resolution
calls for 22 directors. Such resolution can be modified or
repealed at any time by the Board of Directors. Hibernia's Board
is divided into three classes, each of which is elected for a
three-year term. The Progressive Articles of Incorporation
provide for an initial board of four persons, subject to the
authority of the Progressive Board of Directors to change the
exact number of directors.
The Bylaws of Progressive provide that directors of
Progressive may be removed, with or without cause, by vote of a
majority of the total voting power. Hibernia's Bylaws provide
that a director may be removed by the Board of Directors for
cause, if he is interdicted or adjudicated an incompetent or
bankrupt, is unable to perform his duties for six months or
becomes affiliated with a competitor of Hibernia. Shareholders
may remove a director by vote of two-thirds of the total voting
power, or by a majority of the voting power if removed for cause.
"Cause" is defined in the Hibernia Bylaws to mean gross
negligence or willful misconduct.
The Bylaws of Hibernia provide that all directors must meet
certain criteria as to age, number of shares of voting securities
held, and non-affiliation with competitors in order to serve on
the Board of Directors. There are no criteria for service on the
Progressive Board of Directors specified in Progressive's
Articles or Bylaws.
Shareholder Proposals. Hibernia's Bylaws contain certain
provisions that allow shareholders to submit a proposal to be
voted upon at any shareholders meeting or to nominate an
individual for election as a director only under certain
circumstances and provided that the shareholder complies with all
of the conditions set forth in the Bylaws. The Progressive
Bylaws do not contain any provisions relating to shareholder
proposals or the nomination of persons to serve as directors.
Certain Transfer Restrictions Relating to Five Percent
Shareholders. The Articles of Incorporation and Bylaws of
Progressive do not restrict the transfer of shares of Progressive
stock. With respect to Hibernia, however, Article IX of
Hibernia's Articles of Incorporation restricts the transfer of
equity interests in Hibernia under certain circumstances. This
restriction (the "Five Percent Restriction") is intended to
protect Hibernia from certain transfers of equity interests that
could have a material adverse effect on Hibernia's ability to use
certain tax benefits to reduce its taxable income. Under the
Five 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 "five percent
shareholder" of Hibernia or an increase in the percentage stock
ownership of any existing "five percent shareholder."
The Five Percent Restriction does not apply to any transfer
that has been approved in advance by the Board of Directors of
Hibernia, or that 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 carry
forwards or built-in tax losses or other tax attributes. The
Board of Directors may adopt further resolutions exempting
additional transfers from the Five Percent Restriction.
The Five Percent Restriction may adversely affect the
marketability of the Hibernia Common Stock by discouraging
potential investors from acquiring equity securities of Hibernia.
However, although the Five 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 Five 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 Five Percent
Restriction. Any anti-takeover effect of the Five Percent
Restriction will end with the termination of the Five Percent
Restriction on December 29, 1995.
Liquidity of Stock. There currently is no market for shares
of Progressive Common Stock, and such a market is not likely to
develop in the future. Shares of Hibernia Common Stock are
listed for trading on the NYSE. 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. Shares of
Hibernia Common Stock to be issued in the Merger may be freely
resold by persons who are not "affiliates" of Progressive or
Hibernia. See "Resale of Hibernia Common Stock," below.
Amendment of Bylaws. The Bylaws of Hibernia may be amended
by vote of two-thirds of the continuing directors, subject to the
power of the shareholders to change or repeal any bylaw so made
by vote of a majority of the total voting power. Pursuant to the
Bylaws of Progressive, the Board of Directors may alter, amend or
repeal the bylaws or adopt new bylaws.
Vote for Merger or Consolidation. The Articles of
Incorporation of Hibernia provide that a merger or consolidation
may be approved by vote of a majority of the voting shares issued
and outstanding. The Articles of Incorporation of Progressive
are silent as to such vote; therefor, the vote of two-thirds of
the voting power present is required to approve such a
transaction pursuant to the LBCL.
Interests of Certain Persons in the Merger
Indemnification of Progressive and the Bank Directors. The
Agreement includes certain provisions that protect the officers
and directors of Progressive and the Bank from and against
liability for actions arising while they served in those
capacities for Progressive and the Bank. The Agreement provides
for indemnification of such persons to the same extent as they
would have been indemnified under the Articles of Incorporation
and/or Bylaws of Hibernia, in the case of a claim against him in
his capacity as an officer or director of Progressive, or HNB, in
the case of a claim against him in his capacity as an officer or
director of the Bank, as such documents were in effect on the
date of the Agreement, except that the Agreement limits
Hibernia's aggregate liability for such indemnification to $5
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 the existence of which such person knew or should have
known but failed to make a good faith effort to require
Progressive and the Bank to notify its director and officer
liability insurance carrier of prior to the Closing Date.
The Agreement also provides for indemnification of
Progressive's officers, directors and any person who controls
Progressive or the Bank within the meaning of the Securities Act
from and against any 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 in the Registration Statement 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 Progressive or the Bank for use in the
Registration Statement, which includes this Proxy Statement-
Prospectus. The Agreement sets no limit on the aggregate amount
of Hibernia's obligations to indemnify individuals for liability
under the Securities Act.
Severance and Retention Benefits. An employee severance
plan and certain management retention agreements were adopted by
the Bank in 1994 to encourage its employees and senior management
to continue their employment with the Bank in the context of
ongoing merger discussions between Progressive and certain non-
affiliated financial institutions as described elsewhere herein.
Pursuant to such severance plan, employees of the Bank
(other than the President) who work at least 37.5 hours per week
and have been employed by the Bank for at least twelve months
will receive special severance benefits based upon years of
service and level of compensation if they remain in the employ of
the Bank until the date of the Merger (which will constitute a
"Change in Control" under the severance plan and retention
agreements) and either are not offered employment by Hibernia or
HNB following the Merger, are offered employment with Hibernia or
HNB involving a position that is substantially different (within
the meaning of the severance plan) from such employee's position
with the Bank immediately prior to the Merger, or are terminated
by Hibernia or HNB following the Merger other than "for cause"
(as defined in the severance plan). The Bank's retention
agreements entered into with certain employees of the Bank also
provide for benefits if the covered employees remain in the
employ of the Bank following a Change in Control until the
Closing Date (as defined therein). If the Merger is consummated
and the other conditions of the severance plan and retention
agreements applicable to the Bank's executive officers are
satisfied, each executive officer of the Bank (other than John H.
Laing, the Bank's President and Chief Executive Officer) will
receive severance and retention benefits equal to between 10 and
12 months of such officer's current base compensation in a lump
sum payment.
In addition, Mr. Laing currently has an employment agreement
with the Bank that provides for certain severance payments if Mr.
Laing is terminated or voluntarily resigns his employment within
the thirty days immediately following a "Change of Control" of
the Bank (which term, as defined in such agreement, includes the
Merger). As a result, if the Merger is consummated and Mr. Laing
is involuntarily terminated for reasons other than cause, death,
disability or retirement, or voluntarily resigns his employment
within the first thirty days following consummation of the
Merger, Mr. Laing will be entitled to a severance payment equal
to his full base salary at regular intervals for the thirty-six
months following his termination or resignation, and incentive
compensation for such period equal to the average of the annual
incentive compensation received by Mr. Laing during each of the
five years immediately preceding his termination or resignation,
which compensation shall be payable at the conclusion of each
succeeding year that ends during the thirty-six months following
his termination or resignation.
Employee Benefits
The Agreement provides that Hibernia will use its best
efforts to cause to be provided to all employees of Progressive
and the Bank who are employed as of the Effective Date the same
employee benefits as those offered by Hibernia and HNB to their
employees, except that employees of Progressive and the Bank will
not be required to wait for any period in order to be eligible to
participate in Hibernia's Flex Plan (including its medical and
dental coverage). For the purposes of the Hibernia 401(k) plan
(the Retirement Security Plan) and the Hibernia ESOP, each
employee of Progressive or the Bank will be treated as if they
were employed by Hibernia (for both eligibility and vesting) for
the full time that they were employed by Progressive or the Bank.
Expenses
The Agreement provides that all expenses incurred in
connection with the negotiation and execution of the Agreement
and the consummation of the Merger, other than printing expenses,
which shall be borne by Hibernia, will be borne by the party that
incurred them, regardless of whether the Merger is consummated.
Material Tax Consequences
The following is a summary description of the material tax
consequences of the Merger to the shareholders of Progressive;
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 specific
analysis 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, her or it.
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(a) of the Code,
and that the exchange of Progressive Common Stock for Hibernia
Common Stock will not give rise to the recognition of gain or
loss for federal income tax purposes to Progressive's
shareholders. The parties have received the opinion of Ernst &
Young LLP, certified public accountants, to the foregoing
effects. A copy of such opinion is attached hereto as Appendix
C.
If the Merger constitutes a reorganization within the
meaning of Section 368(a) of the Code: (i) no gain or loss will
be recognized by Progressive, the Bank, Hibernia or HNB by reason
of the Merger or the Bank Merger; (ii) a shareholder of
Progressive 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 Progressive Common Stock;
(iii) the tax basis in Hibernia Common Stock received by a
shareholder of Progressive will be the same as the tax basis in
the Progressive Common Stock surrendered in exchange therefor;
(iv) the holding period, for federal income tax purposes, for
Hibernia Common Stock received in exchange for Progressive Common
Stock will include the period during which the shareholder held
the Progressive Common Stock surrendered in the exchange,
provided that the Progressive Common Stock was held as a capital
asset at the Effective Date; and (v) cash received in the Merger
in lieu of fractional shares will not adversely affect the income
tax treatment of the exchange of shares, but will be treated as a
partial redemption of the shareholder's interest in his stock and
therefore will generally result in the recognition of capital
gain or loss, if the shares surrendered were held as a capital
asset, depending upon the shareholder's basis in the Progressive
Common Stock surrendered.
Any cash payment received in exchange for shares of
Progressive Preferred Stock and by dissenting shareholders will
be treated as a complete redemption of the shareholders'
interests in their Progressive Preferred Stock or Progressive
Common Stock, as the case may be, and will generally be subject
to federal and state income tax as a capital gain or loss. For
more information regarding the income tax consequences of cash
payments received by dissenting shareholders, see "Rights of
Dissenting Shareholders."
The Louisiana income tax treatment of the Merger to the
shareholders of Progressive should generally be substantially the
same as the federal income tax treatment 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.
Resale of Hibernia Common Stock
The shares of Hibernia Common Stock to be exchanged for
Progressive shares in the Merger have been registered under the
Securities Act and have been approved for listing on the NYSE.
This registration permits the Hibernia shares to be freely
transferred by anyone who is not an "affiliate" of Hibernia after
the Merger and anyone who was not an "affiliate" of Progressive
prior to the Merger, within the meaning of Rule 145 under the
Securities Act. For the purposes of that rule, affiliates are
generally persons (including corporations and partnerships) that
control, are controlled by, or are under common control with
Hibernia or Progressive, as the case may be. Executive officers,
directors and 10% shareholders may be deemed to be affiliates for
these purposes.
Rule 145 imposes certain restrictions on the sale of stock
received in a merger or consolidation by an affiliate of the
acquired company, even if that person does not become an
affiliate of the acquiring company. Affiliates of Progressive
will only be permitted to resell any Hibernia shares received by
them in the Merger if they register those shares for resale or
they comply with the restrictions of Rule 145. Anyone who is or
may be an affiliate of Progressive should carefully consider the
resale restrictions imposed by Rule 145 before he attempts to
transfer any shares of Hibernia Common Stock received in the
Merger.
Each of the persons identified by Progressive as an
"affiliate" has executed an agreement in which those individuals
commit to transferring their Hibernia shares only in accordance
with the securities laws and in a manner that does not jeopardize
the treatment of the Merger as a pooling of interests for
accounting purposes. The pooling of interests accounting rules
will prohibit affiliates of Progressive from transferring any
Hibernia stock received by them until Hibernia has published
financial results that include at least thirty days of operations
after the consummation of the Merger, which generally will occur
in the month following the fiscal quarter-end that follows the
Effective Date. In addition to the aforementioned agreements,
Hibernia intends to place stop transfer instructions with its
transfer agent with respect to shares of Hibernia Common Stock
issued to affiliates of Progressive.
Dividend Reinvestment Plan
Hibernia maintains a Dividend Reinvestment Plan through
which shareholders of Hibernia may reinvest dividends in Hibernia
Common Stock. Shares are purchased for participants in the plan
at their market value, which is determined by the market price of
Hibernia Common Stock 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 and 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 Progressive 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. Among other requirements, in
order for the Merger to qualify for pooling of interests
accounting treatment, 90% or more of the outstanding Progressive
Common Stock must be exchanged for Hibernia Common Stock.
The rules governing pooling of interests accounting generally permit
10% of the outstanding Progressive Common Stock. Due to the number
of shares of Progressive Common Stock owned by Hibernia and its
affiliates and the number of treasury shares held by Progressive
holders of only approximately 5.7% (35,207 shares) of the
outstanding Progressive Common Stock could exercise dissenters'
rights in this transaction. Hibernia will not be obligated to
effect the Merger if the transaction does not qualify for
pooling of interests accounting to be exchanged for cash in the
exercise of dissenters' rights or otherwise not exchanged for
shares of Hibernia Common Stock as a result of the Merger.
It is anticipated that Hibernia would abandon or attempt to renegotiate the
Merger. Also, in order for the pooling of interests accounting method to
apply, "affiliates" of Progressive cannot reduce their holdings of Hibernia
Common Stock received in the Merger for a period beginning on the
Effective Date and ending upon the publication of at least 30 days of
post-Merger combined operations of Progressive and Hibernia. Persons
believed by Progressive to be "affiliates" have agreed to comply
with these restrictions. See "Resale of Hibernia Common Stock,"
above.
Progressive 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.
RIGHTS OF DISSENTING SHAREHOLDERS
Each holder of Progressive Common Stock who objects to the
Merger is entitled to the rights and remedies of dissenting
shareholders provided in Section 131 of the LBCL, a copy of which
is set forth as Appendix D hereto.
Section 131 provides that shareholders of Louisiana
corporations 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 corporation. 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 or at 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 corporation, the
corporation 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
corporation a written demand for the fair cash value of his or
her shares as of the day before the vote was taken. The demand
must be made within twenty days of the mailing of the notice from
the corporation 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 corporation's
reply may be sent and must deposit his or her shares in escrow at
a bank or trust corporation, duly endorsed and transferred to the
corporation on the sole condition that the fair value be paid.
If the corporation 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 Progressive shareholders in the Merger.
Shareholders who file a demand for payment of fair value
cease to have any rights as shareholders of the corporation
thereafter. Also, shareholders may withdraw their demand at any
time before the corporation gives notice of disagreement.
Withdrawal of a demand thereafter requires the written consent of
the corporation 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
Progressive Common Stock to perfect dissenters' rights. Holders
of Progressive Common Stock will lose their right to dissent from
the Merger unless they both (i) file with Progressive a written
objection to the Merger prior to or at the Special Meeting and
(ii) vote their shares (in person or by proxy) against the
proposed Agreement and the Merger at the Special Meeting.
THE FOREGOING SUMMARY OF THE PROVISIONS OF THE LBCL RELATING
TO DISSENTERS' RIGHTS IS NECESSARILY INCOMPLETE AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO EXCERPTS FROM THE LBCL SET FORTH
HEREIN AS APPENDIX D.
Holders of Progressive Common Stock who exercise and perfect
dissenters' rights and who receive cash for their shares will
generally be subject to federal and state income tax on all or a
portion of the amount of cash received. Furthermore, if the
Merger is effected, the cash paid to dissenting shareholders may
be more or less than the value of the Hibernia Common Stock
issued to those shareholders of Progressive who voted in favor of
the Merger. The receipt of cash for shares will be generally
treated as a distribution in redemption of the shareholder's
stock and, depending on the individual shareholder's
circumstances, may be deemed to be a complete termination of
interest resulting in a capital gain or loss to such shareholder.
The tax opinion rendered by Ernst & Young LLP and attached hereto
as Appendix C states that payments to dissenting shareholders are
not exempt from federal or state income tax. Shareholders
desiring to dissent from the Merger are urged to consult their
tax advisors with regard to the tax implications to them of
exercising dissenters' rights.
PRO FORMA FINANCIAL INFORMATION
The following pro forma financial statements reflect all of
Hibernia's pending mergers giving effect to the assumptions and
adjustments described in the accompanying notes.
The information in the column titled "Historical Hibernia
Corporation" on the Pro Forma Combined Balance Sheet and the Pro
Forma Combined Income Statements is summarized from the audited
consolidated financial statements of Hibernia contained in its
Annual Report on Form 10-K for the year ended December 31, 1994.
The information in the column titled "Restated Hibernia
Corporation" reflects the impact of the merger with American Bank
consummated on March 1, 1995, which was accounted for as a
pooling of interests. The information contained in the columns
"Progressive Bancorporation, Inc.," "STABA Bancshares, Inc." and
"Bank of St. John" is based on December 31, 1994, 1993 and 1992
audited 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 Merger, or the
other consummated and probable mergers had occurred on the dates
or during the periods or that may be obtained in the future.
On December 1, 1994 Hibernia entered into an agreement and
plan of merger with STABA, the holding company of State Bank and
Trust Company ("State Bank"), headquartered in Donaldsonville,
Louisiana. State Bank operates four offices in Ascension Parish,
Louisiana. As of December 31, 1994 STABA reported consolidated
assets of approximately $92 million and consolidated shareholders
equity of approximately $7.7 million. The terms of the merger
agreement provide that STABA shareholders will receive shares of
Hibernia Common Stock valued at an aggregate of $18,000,000. For
purposes of these pro forma financial statements, it is assumed
that Hibernia will issue 2,322,581 shares of Hibernia Common
Stock in connection with the STABA merger and that the
transaction will be accounted for as a pooling of interests.
On January 25, 1995 Hibernia announced that it had reached
an agreement to merge with Bank of St. John, headquartered in
LaPlace, Louisiana. As of December 31, 1994, Bank of St. John
had assets of approximately $124 million, shareholders equity of
$11.8 million and operated four banking offices, two in LaPlace
and one in each of Reserve and Edgard, Louisiana, and one loan
production office in Metairie, Louisiana. The terms of the
merger agreement provide that Bank of St. John shareholders will
receive shares of Hibernia Common Stock valued at an aggregate of
$25,875,000. For the purposes of these pro forma financial
statements, it is assumed that Hibernia will issue 3,338,710
shares of Hibernia Common Stock in connection with the Bank of
St. John merger and that the transaction will be accounted for as
a pooling of interests.
The mergers with STABA and Bank of St. John are subject to
the satisfaction of certain conditions similar to those described
herein with regard to the Merger. There can be no assurance that
any of such proposed mergers will occur.
PRO FORMA COMBINED BALANCE SHEET
(Unaudited)
The following unaudited pro forma combined balance sheet
combines the restated balance sheet of Hibernia and the
historical balance sheets of Progressive, STABA and Bank of St.
John as if the respective mergers had each been effective on
December 31, 1994. This unaudited pro forma combined balance
sheet should be read in conjunction with the historical financial
statements and related notes of Hibernia, incorporated by
reference into this Proxy Statement-Prospectus, and the
historical financial statements and related notes of Progressive,
contained elsewhere herein.
<PAGE>
<TABLE>
HIBERNIA CORPORATION
PRO FORMA COMBINED BALANCE SHEET
December 31, 1994
<CAPTION>
(A)
HISTORICAL RESTATED PROGRESSIVE PRO PRO FORMA
HIBERNIA HIBERNIA BANCORPORATION, FORMA HIBERNIA
Unaudited ($ in thousands) CORPORATION CORPORATION INC. ADJ. CORPORATION
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $353,267 $359,483 $9,342 $368,825
Short-term investments 185,626 193,210 - ($3,377)(B) 189,833
Securities available for sale 537,415 539,570 22,881 562,451
Securities held to maturity 1,736,917 1,753,952 25,656 1,779,608
Loans, net of unearned income 3,375,691 3,428,485 79,773 (2,735)(C) 3,505,523
Reserve for possible loan losses (148,596) (149,404) (1,216) (150,620)
Loans, net 3,227,095 3,279,081 78,557 (2,735) 3,354,903
Bank premises and equipment 108,445 111,000 2,856 113,856
Customers' acceptance liability 4,589 4,589 - 4,589
Other assets 182,428 183,155 2,401 (41)(C) 185,515
TOTAL ASSETS $6,335,782 $6,424,040 $141,693 ($6,153) $6,559,580
LIABILITIES
Deposits:
Demand, noninterest-bearing $1,063,365 $1,077,583 $21,729 $1,099,312
Interest-bearing 4,443,390 4,507,737 100,032 4,607,769
Total Deposits 5,506,755 5,585,320 121,761 - 5,707,081
Short-term borrowings 158,869 159,105 - 159,105
Liability on acceptances 4,589 4,589 - 4,589
Other liabilities 103,209 103,740 1,107 ($41)(C) 104,806
Debt 5,650 5,650 8,931 (2,735)(C) 11,846
TOTAL LIABILITIES 5,779,072 5,858,404 131,799 (2,776) 5,987,427
SHAREHOLDERS' EQUITY
Preferred Stock - - 130 (130)(B) -
Common Stock 209,369 213,399 65 4,735 (B) 218,199
Surplus 388,304 387,939 2,016 (4,760)(B) 381,948
(3,247)(B)
Retained earnings (deficit) (16,462) (11,187) 8,233 (2,954)
Treasury Stock (2,414) (2,414) (25) 25 (B) (2,414)
Unrealized losses on securities available for sale (22,087) (22,101) (525) (22,626)
TOTAL SHAREHOLDERS' EQUITY 556,710 565,636 9,894 (3,377) 572,153
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $6,335,782 $6,424,040 $141,693 ($6,153) $6,559,580
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<TABLE>
HIBERNIA CORPORATION
PRO FORMA COMBINED BALANCE SHEET, (continued)
December 31, 1994
<CAPTION>
TOTAL
PRO FORMA STABA PRO FORMA
HIBERNIA BANCSHARES, BANK OF PRO FORMA HIBERNIA
Unaudited ($ in thousands) CORPORATION INC. ST. JOHN ADJUSTMENTS CORPORATION
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $368,825 $4,383 $13,654 $386,862
Short-term investments 189,833 1,267 4,700 195,800
Securities available for sale 562,451 17,915 23,357 603,723
Securities held to maturity 1,779,608 17,811 11,953 1,809,372
Loans, net of unearned income 3,505,523 48,152 66,571 3,620,246
Reserve for possible loan losses (150,620) (1,023) (954) (152,597)
Loans, net 3,354,903 47,129 65,617 - 3,467,649
Bank premises and equipment 113,856 2,229 1,852 117,937
Customers' acceptance liability 4,589 - - 4,589
Other assets 185,515 1,606 2,648 189,769
TOTAL ASSETS $6,559,580 $92,340 $123,781 $0 $6,775,701
LIABILITIES
Deposits:
Demand, noninterest-bearing $1,099,312 $13,793 $15,318 $1,128,423
Interest-bearing 4,607,769 69,513 95,282 4,772,564
Total Deposits 5,707,081 83,306 110,600 - 5,900,987
Short-term borrowings 159,105 825 288 160,218
Liability on acceptances 4,589 - - 4,589
Other liabilities 104,806 486 1,069 106,361
Debt 11,846 - - 11,846
TOTAL LIABILITIES 5,987,427 84,617 111,957 - 6,184,001
SHAREHOLDERS' EQUITY
Preferred Stock - - - -
Common Stock 218,199 152 750 $9,967 (D) 229,068
Surplus 381,948 3,176 2,250 (10,020)(D) 377,354
Retained earnings (deficit) (2,954) 4,931 9,630 11,607
Treasury Stock (2,414) (53) - 53 (D) (2,414)
Unrealized losses on securities available for sale (22,626) (483) (806) (23,915)
TOTAL SHAREHOLDERS' EQUITY 572,153 7,723 11,824 - 591,700
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $6,559,580 $92,340 $123,781 $0 $6,775,701
See notes to Pro Forma Combined Financial Statements.
</TABLE>
PRO FORMA COMBINED INCOME STATEMENTS
(Unaudited)
The following unaudited pro forma combined income statements
for the years ended December 31, 1994, 1993 and 1992 combines the
restated income statements of Hibernia and the historical income
statements of Progressive, STABA and Bank of St. John as if the
respective mergers had each been effective on January 1, 1992.
The pro forma combined income statements should be read in
conjunction with the historical financial statements and related
notes of Hibernia, incorporated by reference into this Proxy
Statement-Prospectus, and the historical financial statements and
related notes of Progressive, contained elsewhere herein. The
costs associated with the Merger, estimated to be approximately
$___________, will be accounted for as a current period expense
upon consummation of the Merger and have not been reflected in
the pro forma combined income statements.
<PAGE>
<TABLE>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Year Ended December 31, 1994
<CAPTION>
(A)
HISTORICAL RESTATED PROGRESSIVE PRO FORMA
HIBERNIA HIBERNIA BANCORPORATION, HIBERNIA
Unaudited ($ in thousands, except per share data) CORPORATION CORPORATION INC. CORPORATION
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $267,156 $272,391 $7,858 $280,249
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 139,468 140,956 3,381 144,337
Obligations of states and political subdivisions 1,144 1,256 762 2,018
Trading account interest 22 22 - 22
Interest on time deposits in domestic banks 6 11 125 136
Interest on federal funds sold and securities
purchased under agreements to resell 6,583 6,808 - 6,808
Total Interest Income 414,379 421,444 12,126 433,570
Interest Expense
Interest on deposits 146,499 148,354 3,914 152,268
Interest on federal funds purchased and
securities sold under agreements to repurchase 5,771 5,775 16 5,791
Interest on debt and other 2,006 2,006 632 2,638
Total Interest Expense 154,276 156,135 4,562 160,697
Net Interest Income 260,103 265,309 7,564 272,873
Provision for possible loan losses (17,231) (17,601) (648) (18,249)
Net Interest Income After Provision for
Possible Loan Losses 277,334 282,910 8,212 291,122
Noninterest Income
Trust fees 12,420 12,420 - 12,420
Service charges on deposits 41,909 42,496 931 43,427
Other service, collection and exchange charges 21,069 20,747 477 21,224
Other operating income 10,305 10,783 72 10,855
Securities gains, net (3,906) (3,652) (124) (3,776)
Total Noninterest Income 81,797 82,794 1,356 84,150
Noninterest Expense
Salaries and employee benefits 118,383 119,994 2,582 122,576
Occupancy expense, net 25,678 26,042 352 26,394
Equipment expense 15,801 15,998 251 16,249
Data processing expense 19,521 20,342 156 20,498
Foreclosed property expense (6,560) (6,994) 102 (6,892)
Amortization of intangibles 23,113 23,113 118 23,231
Other operating expense 75,234 76,455 1,887 78,342
Total Noninterest Expense 271,170 274,950 5,448 280,398
Income Before Income Taxes 87,961 90,754 4,120 94,874
Income tax expense 3,310 4,183 (596) 3,587
Income from Continuing Operations $84,651 $86,571 $4,716 $91,287
Pro Forma Weighted Average Common Shares 108,488,873 110,587,841 2,500,000 113,087,841
Pro Forma Income Per Common Share
from Continuing Operations (E) $0.78 $0.78 $0.81
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<TABLE>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Year Ended December 31, 1994, (continued)
<CAPTION>
TOTAL
PRO FORMA STABA PRO FORMA
HIBERNIA BANCSHARES, BANK OF HIBERNIA
Unaudited ($ in thousands, except per share data) CORPORATION INC. ST. JOHN CORPORATION
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $280,249 $4,136 $6,287 $290,672
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 144,337 2,019 2,265 148,621
Obligations of states and political subdivisions 2,018 304 170 2,492
Trading account interest 22 - - 22
Interest on time deposits in domestic banks 136 42 5 183
Interest on federal funds sold and securities
purchased under agreements to resell 6,808 91 176 7,075
Total Interest Income 433,570 6,592 8,903 449,065
Interest Expense
Interest on deposits 152,268 2,326 2,495 157,089
Interest on federal funds purchased and
securities sold under agreements to repurchase 5,791 13 1 5,805
Interest on debt and other 2,638 - 6 2,644
Total Interest Expense 160,697 2,339 2,502 165,538
Net Interest Income 272,873 4,253 6,401 283,527
Provision for possible loan losses (18,249) 180 - (18,069)
Net Interest Income After Provision for
Possible Loan Losses 291,122 4,073 6,401 301,596
Noninterest Income
Trust fees 12,420 - - 12,420
Service charges on deposits 43,427 478 651 44,556
Other service, collection and exchange charges 21,224 51 146 21,421
Other operating income 10,855 191 699 11,745
Securities gains, net (3,776) 24 653 (3,099)
Total Noninterest Income 84,150 744 2,149 87,043
Noninterest Expense
Salaries and employee benefits 122,576 1,228 2,154 125,958
Occupancy expense, net 26,394 161 468 27,023
Equipment expense 16,249 324 161 16,734
Data processing expense 20,498 21 539 21,058
Foreclosed property expense (6,892) 3 94 (6,795)
Amortization of intangibles 23,231 - - 23,231
Other operating expense 78,342 1,087 826 80,255
Total Noninterest Expense 280,398 2,824 4,242 287,464
Income Before Income Taxes 94,874 1,993 4,308 101,175
Income tax expense 3,587 593 1,378 5,558
Income from Continuing Operations $91,287 $1,400 $2,930 $95,617
Pro Forma Weighted Average Common Shares 113,087,841 2,322,581 3,338,710 118,749,132
Pro Forma Income Per Common Share
from Continuing Operations (E) $0.81 $0.81
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
<TABLE>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Year Ended December 31, 1993
<CAPTION>
(A)
HISTORICAL RESTATED PROGRESSIVE PRO FORMA
HIBERNIA HIBERNIA BANCORPORATION, HIBERNIA
Unaudited ($ in thousands, except per share data) CORPORATION CORPORATION INC. CORPORATION
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $243,546 $248,251 $7,691 $255,942
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 140,858 142,614 2,969 145,583
Obligations of states and political subdivisions 1,338 1,359 596 1,955
Trading account interest 33 33 - 33
Interest on time deposits in domestic banks 550 556 87 643
Interest on federal funds sold and securities
purchased under agreements to resell 9,592 9,717 - 9,717
Total Interest Income 395,917 402,530 11,343 413,873
Interest Expense
Interest on deposits 131,292 133,143 3,905 137,048
Interest on federal funds purchased and
securities sold under agreements to repurchase 4,016 4,016 24 4,040
Interest on debt and other 3,618 3,618 784 4,402
Total Interest Expense 138,926 140,777 4,713 145,490
Net Interest Income 256,991 261,753 6,630 268,383
Provision for possible loan losses (3,734) (3,734) 168 (3,566)
Net Interest Income After Provision for
Possible Loan Losses 260,725 265,487 6,462 271,949
Noninterest Income
Trust fees 13,314 13,314 - 13,314
Service charges on deposits 38,602 39,227 933 40,160
Other service, collection and exchange charges 19,933 20,025 307 20,332
Gain on settlement of acquired loans 1,308 1,308 - 1,308
Other operating income 8,083 8,546 159 8,705
Securities gains, net 92 97 63 160
Total Noninterest Income 81,332 82,517 1,462 83,979
Noninterest Expense
Salaries and employee benefits 108,088 109,647 2,228 111,875
Occupancy expense, net 24,789 25,074 331 25,405
Equipment expense 13,509 13,791 138 13,929
Data processing expense 17,099 17,633 265 17,898
Foreclosed property expense 7,883 8,470 209 8,679
Provision for data processing enhancements 11,991 11,991 - 11,991
Other operating expense 89,271 90,252 2,440 92,692
Total Noninterest Expense 272,630 276,858 5,611 282,469
Income Before Income Taxes and
Cumulative Effect of Accounting Change 69,427 71,146 2,313 73,459
Income tax expense 8,365 8,873 922 9,795
Income from Continuing Operations $61,062 $62,273 $1,391 $63,664
Pro Forma Weighted Average Common Shares 107,917,135 110,016,103 2,500,000 112,516,103
Pro Forma Income Per Common Share
from Continuing Operations (E) $0.57 $0.57 $0.57
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<TABLE>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Year Ended December 31, 1993, (continued)
<CAPTION>
TOTAL
PRO FORMA STABA PRO FORMA
HIBERNIA BANCSHARES, BANK OF HIBERNIA
Unaudited ($ in thousands, except per share data) CORPORATION INC. ST. JOHN CORPORATION
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $255,942 $3,951 $5,276 $265,169
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 145,583 2,073 2,871 150,527
Obligations of states and political subdivisions 1,955 294 64 2,313
Trading account interest 33 - - 33
Interest on time deposits in domestic banks 643 77 7 727
Interest on federal funds sold and securities
purchased under agreements to resell 9,717 166 96 9,979
Total Interest Income 413,873 6,561 8,314 428,748
Interest Expense
Interest on deposits 137,048 2,542 2,386 141,976
Interest on federal funds purchased and
securities sold under agreements to repurchase 4,040 - 3 4,043
Interest on debt and other 4,402 - 5 4,407
Total Interest Expense 145,490 2,542 2,394 150,426
Net Interest Income 268,383 4,019 5,920 278,322
Provision for possible loan losses (3,566) 270 50 (3,246)
Net Interest Income After Provision for
Possible Loan Losses 271,949 3,749 5,870 281,568
Noninterest Income
Trust fees 13,314 - - 13,314
Service charges on deposits 40,160 402 649 41,211
Other service, collection and exchange charges 20,332 54 109 20,495
Gain on settlement of acquired loans 1,308 - - 1,308
Other operating income 8,705 123 365 9,193
Securities gains, net 160 91 34 285
Total Noninterest Income 83,979 670 1,157 85,806
Noninterest Expense
Salaries and employee benefits 111,875 1,120 1,306 114,301
Occupancy expense, net 25,405 163 405 25,973
Equipment expense 13,929 318 122 14,369
Data processing expense 17,898 27 427 18,352
Foreclosed property expense 8,679 - 484 9,163
Provision for data processing enhancements 11,991 - - 11,991
Other operating expense 92,692 1,011 1,410 95,113
Total Noninterest Expense 282,469 2,639 4,154 289,262
Income Before Income Taxes and
Cumulative Effect of Accounting Change 73,459 1,780 2,873 78,112
Income tax expense 9,795 528 943 11,266
Income from Continuing Operations $63,664 $1,252 $1,930 $66,846
Pro Forma Weighted Average Common Shares 112,516,103 2,322,581 3,338,710 118,177,394
Pro Forma Income Per Common Share
from Continuing Operations (E) $0.57 $0.57
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
<TABLE>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Year Ended December 31, 1992
<CAPTION>
(A)
HISTORICAL RESTATED PROGRESSIVE PRO FORMA
HIBERNIA HIBERNIA BANCORPORATION, HIBERNIA
Unaudited ($ in thousands, except per share data) CORPORATION CORPORATION INC. CORPORATION
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $313,577 $317,937 $7,305 $325,242
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 128,401 130,651 3,184 133,835
Obligations of states and political subdivisions 1,425 1,425 17 1,442
Trading account interest 99 99 - 99
Interest on time deposits in domestic banks 613 617 188 805
Interest on federal funds sold and securities
purchased under agreements to resell 15,795 15,954 - 15,954
Total Interest Income 459,910 466,683 10,694 477,377
Interest Expense
Interest on deposits 181,828 184,281 4,514 188,795
Interest on federal funds purchased and
securities sold under agreements to repurchase 6,910 6,910 - 6,910
Interest on debt and other 14,098 14,098 618 14,716
Total Interest Expense 202,836 205,289 5,132 210,421
Net Interest Income 257,074 261,394 5,562 266,956
Provision for possible loan losses 71,093 71,093 101 71,194
Net Interest Income After Provision for
Possible Loan Losses 185,981 190,301 5,461 195,762
Noninterest Income
Trust fees 12,860 12,860 - 12,860
Service charges on deposits 40,279 40,951 861 41,812
Other service, collection and exchange charges 18,293 18,442 244 18,686
Gain on settlement of acquired loans 4,151 4,151 - 4,151
Loss on sale of Texas bank (2,934) (2,934) - (2,934)
Other operating income 10,431 10,936 62 10,998
Securities gains, net 17,358 17,442 114 17,556
Total Noninterest Income 100,438 101,848 1,281 103,129
Noninterest Expense
Salaries and employee benefits 107,968 109,347 1,894 111,241
Occupancy expense, net 27,349 27,607 280 27,887
Equipment expense 15,689 15,941 139 16,080
Data processing expense 18,727 19,189 243 19,432
Foreclosed property expense 25,368 26,335 371 26,706
Other operating expense 84,242 85,231 1,952 87,183
Total Noninterest Expense 279,343 283,650 4,879 288,529
Income Before Income Taxes and
Extraordinary Items 7,076 8,499 1,863 10,362
Income tax expense 5,113 5,535 50 5,585
Income from Continuing Operations $1,963 $2,964 $1,813 $4,777
Pro Forma Weighted Average Common Shares 54,350,285 56,449,253 2,500,000 58,949,253
Pro Forma Income Per Common Share
from Continuing Operations (E) $0.04 $0.05 $0.08
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<TABLE>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Year Ended December 31, 1992, (continued)
<CAPTION>
TOTAL
PRO FORMA STABA PRO FORMA
HIBERNIA BANCSHARES, BANK OF HIBERNIA
Unaudited ($ in thousands, except per share data) CORPORATION INC. ST. JOHN CORPORATION
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $325,242 $3,716 $4,549 $333,507
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 133,835 2,023 3,590 139,448
Obligations of states and political subdivisions 1,442 282 11 1,735
Trading account interest 99 - - 99
Interest on time deposits in domestic banks 805 81 4 890
Interest on federal funds sold and securities
purchased under agreements to resell 15,954 374 175 16,503
Total Interest Income 477,377 6,476 8,329 492,182
Interest Expense
Interest on deposits 188,795 2,920 3,151 194,866
Interest on federal funds purchased and
securities sold under agreements to repurchase 6,910 - 2 6,912
Interest on debt and other 14,716 - 6 14,722
Total Interest Expense 210,421 2,920 3,159 216,500
Net Interest Income 266,956 3,556 5,170 275,682
Provision for possible loan losses 71,194 363 - 71,557
Net Interest Income After Provision for
Possible Loan Losses 195,762 3,193 5,170 204,125
Noninterest Income
Trust fees 12,860 - - 12,860
Service charges on deposits 41,812 406 653 42,871
Other service, collection and exchange charges 18,686 31 146 18,863
Gain on settlement of acquired loans 4,151 - - 4,151
Loss on sale of Texas bank (2,934) - - (2,934)
Other operating income 10,998 67 478 11,543
Securities gains, net 17,556 - 63 17,619
Total Noninterest Income 103,129 504 1,340 104,973
Noninterest Expense
Salaries and employee benefits 111,241 998 1,049 113,288
Occupancy expense, net 27,887 162 364 28,413
Equipment expense 16,080 218 78 16,376
Data processing expense 19,432 19 390 19,841
Foreclosed property expense 26,706 13 1,111 27,830
Other operating expense 87,183 874 1,117 89,174
Total Noninterest Expense 288,529 2,284 4,109 294,922
Income Before Income Taxes and
Extraordinary Items 10,362 1,413 2,401 14,176
Income tax expense 5,585 349 800 6,734
Income from Continuing Operations $4,777 $1,064 $1,601 $7,442
Pro Forma Weighted Average Common Shares 58,949,253 2,322,581 3,338,710 64,610,544
Pro Forma Income Per Common Share
from Continuing Operations (E) $0.08 $0.12
</TABLE>
Notes To Pro Forma Combined Financial Statements.
A. In March of 1995, HNB acquired American Bank in a transaction
accounted for as a pooling of interests. Hibernia issued
2,098,968 shares of Hibernia Common Stock in such transaction,
with a market price of $7.4875 and a stated value of $4,030,019.
B. Hibernia will issue 2,500,000 shares of Hibernia Common
Stock, with an aggregate market value at the date of the Merger
of $19,375,000 based upon an assumed market value of $7.75 per
share, to effect the Merger. Based upon the 617,670 shares of
Progressive Common Stock outstanding on the Record Date, the
Exchange Rate in the Merger will be approximately 4.0475. The
stated value of Hibernia Common Stock is $1.92 per share. In
accordance with the pooling of interests method of accounting,
the historical equities of the merged companies are combined.
In addition, upon the Merger each issued and outstanding
share of Progressive Preferred Stock will be converted into the
right to receive cash in the amount of $12.50 per share, plus all
accumulated and unpaid dividends thereon.
C. The Progressive debt of $2,735,000 is held by HNB and will be
offset against the outstanding loan balance upon consummation of
the Merger with Progressive.
D. In addition to the Merger, Hibernia is a party to two pending
mergers with STABA and Bank of St. John. It is assumed that
Hibernia will issue the number of shares of Hibernia Common Stock
set forth below in order to effect these mergers in transactions
using the pooling of interests method of accounting. The
Hibernia Common Stock to be issued in the pending mergers is
assumed to have a market value of $7.75 per share and a stated
value of $1.92 per share.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Assumed Assumed Assumed Assumed
Hibernia Mkt Value Stated Value Exchange
Shares of Shares of Shares Ratio
STABA 2,322,581 $18,000,000 $ 4,459,356 19.53
Bank of St. John 3,338,710 25,875,000 6,410,323 11.13
_________ ___________ ___________
Total 5,661,291 $43,875,000 $10,869,679
_________ ___________ ___________
_________ ___________ ___________
</TABLE>
In accordance with the pooling of interests method of
accounting, the historical equities of STABA and Bank of St. John
are combined.
E. In connection with obtaining regulatory approval of the
acquisition of Pioneer Bancshares Corporation ("Pioneer"),
consummated on December 31, 1994, Hibernia agreed to sell three
of the branches operated by Pioneer. The sale of these branches
was consummated on March 23, 1995, and included the physical
premises as well as all deposits, loans and other assets held by
those branches. Aggregate deposits and aggregate loans held by
those branches as of the date of sale were approximately $36
million and $21 million, respectively. The effect of the sale of
these branches is considered immaterial and has not been
reflected in the pro forma combined financial statements.
F. Hibernia expects to achieve savings through reductions in
interest expense and operating costs in connection with the
proposed mergers. The savings vary from merger to merger
depending upon Hibernia's pre-merger operations in the respective
geographic area. The majority of the savings will be achieved
through consolidation of certain operations. The extent to which
the savings will be achieved depends, among other things, on the
regulatory environment and economic conditions, and may be
affected by unanticipated changes in business activities,
inflation and certain external factors such as Federal Deposit
Insurance Corporation (the "FDIC") assessments. Therefore, there
can be no assurance that such savings will be realized. No
adjustment has been included in the unaudited pro forma financial
statements for the anticipated savings.
CERTAIN INFORMATION ABOUT HIBERNIA
Hibernia is a Louisiana corporation registered under the
BHCA. At December 31, 1994, Hibernia had total consolidated
assets of approximately $6.3 billion and shareholders' equity of
approximately $557 million. Hibernia has a single banking
subsidiary, HNB, a national banking association that provides
retail and commercial banking services through approximately 143
branches throughout Louisiana. The principal executive offices
of Hibernia are located at 313 Carondelet Street, New Orleans,
Louisiana 70130, and its telephone number is (504) 533-5532.
During 1994, Hibernia consummated acquisitions of six
financial institutions. In March of 1995 HNB acquired American
Bank through a merger of American Bank into HNB. In addition,
Hibernia has entered into definitive merger agreements with two
other financial institutions, STABA and Bank of St. John. Each
of these two pending transactions are subject to certain
conditions, similar to the conditions to the Merger described
herein. These transactions may be consummated, if at all, before
or after consummation of the Merger. Shareholders of Progressive
will not have the right to vote on any of the other pending
transactions. In addition, if the Merger is consummated prior to
consummation of any or all of the other pending transactions,
former shareholders of Progressive who have not exercised and
perfected dissenters' rights will be shareholders of Hibernia at
the time those transactions are consummated. Shareholders of
Hibernia do not have the right to vote on any of the pending
merger transactions.
On a pro forma basis, as of December 31, 1994, the book
value of the shares of Hibernia Common Stock would be slightly
decreased by the pending transactions. The effect of the Merger
on the book value of Hibernia Common Stock, as well as
Progressive Common Stock, is shown under "Comparative Per Share
Information" included elsewhere herein.
Further information concerning the business of Hibernia, and
its financial condition, management, principal shareholders, and
certain other information has been incorporated by reference into
this Proxy Statement-Prospectus. See "Available Information" and
"Incorporation by Reference."
Supervision and Regulation
General. As a bank holding company, Hibernia is subject to
the regulations and supervision of the Federal Reserve Board.
Under 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 in nonbanking activities,
subject to certain exceptions.
Hibernia's banking subsidiary, HNB, is subject to
supervision and examination by applicable federal and state
banking agencies. HNB is a national banking association subject
to the regulations and supervision of the OCC. 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 such 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. Hibernia derives substantially all of
its income from the payment of dividends by HNB, and its ability
to pay dividends is affected by the ability of HNB to pay
dividends. HNB is subject to various statutory and contractual
restrictions on its ability to pay dividends to Hibernia. Under
such restrictions, the amount available for payment of dividends
to Hibernia by HNB without OCC approval was approximately $124
million at December 31, 1994. 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 currently, and could be
further, influenced by bank regulatory policies or agreements and
by capital guidelines. However, HNB paid dividends to Hibernia
in the second and third quarter of 1994 without objection by the
OCC. Additional information in this regard is contained in
documents incorporated by reference herein. See "Available
Information" and "Incorporation by Reference."
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 shareholders 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 condition.
Hibernia reinstated its dividend on Hibernia Common Stock in
September of 1993. Quarterly dividends ranging from $.03 to $.06
per share have been paid on the Hibernia Common Stock since that
time.
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 PROGRESSIVE
Description of Business
Progressive is a one-bank holding company organized in 1983
as a business corporation under the laws of the State of
Louisiana for the purpose of acquiring 100% of the stock of
Progressive Bancshares Corporation, the former holding company of
the Bank. As the holder of 100% of the outstanding stock of the
Bank, Progressive is registered as a bank holding company subject
to regulation under the BHCA. At December 31, 1994, Progressive
had total consolidated assets and shareholders' equity of
approximately $141.7 million and $9.9 million, respectively, and
the Bank had total deposits of approximately $122 million.
Progressive derives all of its consolidated revenue and income
from the banking and banking-related operations of the Bank.
Progressive's executive offices are located at One Progressive
Square, Houma, Louisiana 70360.
The Bank, which is the only subsidiary of Progressive, was
organized as a Louisiana state bank in 1973. The Bank provides
full service commercial banking services to businesses, industry,
public and governmental organizations and individuals from six
locations in Terrebonne and Lafouche Parishes, including its main
office in Houma, Louisiana and branch offices in Houma, Chauvin
and Thibodaux, Louisiana. The Bank offers an array of banking
services to individuals and businesses, including demand
accounts, NOW accounts, certificates of deposit, money market
accounts, savings, and individual retirement accounts, and
provides safe deposit boxes, night depository, automated teller
machines, and drive-in banking services. The Bank's lending
activities consist principally of real estate, consumer,
education, and commercial loans. The Bank also provides
depository and related financial services to commercial,
industrial, financial and governmental customers. The Bank's
deposits represent a cross-section of the area's economy and
there is no material concentration of deposits from any single
customer or group of customers. No significant portion of the
Bank's loans is concentrated within a single industry or group of
related industries. There are no material seasonal factors that
would have an adverse effect on Progressive or the Bank.
Supervision and Regulation
As a bank holding company, Progressive is subject to the
supervision of and regulations adopted by the Federal Reserve
Board pursuant to the BHCA. Progressive is required under the
BHCA to file annual reports with the Federal Reserve Board and
such additional information as the Federal Reserve Board may
require. The Federal Reserve Board may also make examinations of
Progressive and the Bank. Under the BHCA, Progressive also is
generally prohibited, with certain exceptions, from engaging in
or acquiring control of any company that is engaged in non-
banking activities or from engaging in certain tie-in
arrangements in connection with any extension of credit or
provision of any property or services.
As a state non-member bank, the Bank is subject to
regulation and regular examination by the FDIC and the Louisiana
Office of Financial Institutions (the "OFI"). Applicable
regulations relate to reserves, investments, loans, issuance of
securities, establishment of branches and other aspects of the
Bank's operations. The Bank must also furnish quarterly and
annual reports to the FDIC.
The Bank's deposits are insured by the FDIC, which insures
up to $100,000 per each insured deposit account. The Bank is
currently paying an insurance premium of $230 for each $100,000
of deposits. As of January 1, 1993 the FDIC implemented a
traditional risk-related insurance assessment system whereby the
FDIC places each insured bank in one of nine risk categories
based on its level of capital and other relevant information.
Under the system, there is an eight basis point spread between
the highest and lowest assessment, with the strongest banks
(including the Bank) paying an insurance premium equal to .23% of
deposits and the weakest banks paying a premium of .31% of
deposits.
The operations of the Bank, and therefore Progressive, are
affected significantly by the actions of the Federal Reserve
Board intended to control the money supply and credit
availability in order to influence the national economy.
Competition
The Bank's general market area is the Greater New Orleans
Metropolitan Area, which has an approximate population of
1,200,000 and in which there are numerous banks and other
financial institutions. The Bank's primary market area, Houma-
Thibodaux, has a current population of approximately 187,000 and
has approximately 12 banks and two savings and loan associations
currently conducting banking and thrift operations within the
market area. The Bank competes with these local institutions
and, especially as to larger accounts, with banks and bank
holding companies located outside Terrebonne and Lafouche
Parishes, particularly in adjacent parishes and the metropolitan
areas of New Orleans and Baton Rouge, Louisiana.
Under Louisiana law, state banks are permitted to open
branches throughout the State of Louisiana and, as a result, all
national banks domiciled in Louisiana are permitted to establish
branches on a statewide basis. Louisiana's banking law also
permits bank holding companies domiciled in any other state to
acquire Louisiana banks and bank holding companies, if the state
in which the bank holding company is domiciled grants reciprocal
rights to Louisiana banks and bank holding companies.
A number of holding companies with greater resources than
those of Progressive have acquired banks or holding companies or
established branches that operate in the Bank's primary market
area and this process of consolidation is continuing. The
Progressive Board believes that the size of these institutions
allows certain economies of scale that permit their operation on
a narrower profit margin than that of the Bank. Competition
among banks for loan customers is generally governed by such
factors as loan terms, including interest charges, restrictions
on borrowers and compensating balances, and other services
offered by such banks. The Bank competes with numerous other
commercial banks, savings and loan associations and credit unions
for customer deposits, as well as with a broad range of financial
institutions in consumer and commercial lending activities. In
addition to thrift institutions, other businesses in the
financial services industry compete with the Bank for retail and
commercial deposit funds and for retail and commercial loan
business. Competition for loans and deposits is intense among
the financial institutions in the Bank's market area.
Employees
Progressive and the Bank have, in the aggregate,
approximately 78 full-time and 22 part-time employees. None of
such employees are subject to a collective bargaining agreement.
Management of Progressive considers its relationship with such
employees to be good.
Property
The executive office of Progressive and main banking office
of the Bank is an 11,008 square foot structure located at One
Progressive Square, on West Tunnel Boulevard, in Houma,
Louisiana. This building and land, as well as the building and
land where the Bank's branches in West Houma, East Houma and
Chauvin, Louisiana are operated, are owned by the Bank and are
not subject to a mortgage. All of these full service facilities
are of modern construction and, except for the Chauvin branch,
have 24-hour automated teller machines. The Bank's Concorde
Branch in Houma, Louisiana and Thibodaux Branch in Thibodaux,
Louisiana are each located in Winn Dixie stores pursuant to
leases expiring in December of 1999 and May of 1999,
respectively.
Legal Proceedings
Progressive and the Bank normally are parties to and have
pending routine litigation arising from their regular business
activities of furnishing financial services, including providing
credit and collecting secured and unsecured indebtedness. In
some instances, such litigation involves claims or counterclaims
against Progressive and the Bank, or either of them. As of
December 31, 1994, neither Progressive nor the Bank had any
litigation pending, other than ordinary routine litigation
incidental to their business that was not material in amount in
respect of Progressive's assets on a consolidated basis.
Market Prices and Dividends
Market Prices. Progressive Common Stock is not traded on
any exchange or in any other established public trading market.
There are no bid or asked prices available for Progressive Common
Stock.
At December 31, 1994, there were 450 shareholders of record
of Progressive Common Stock.
Cash Dividends. Progressive has not paid any cash dividends
on Progressive Common Stock during the last two years.
Progressive has agreed in the Agreement that it will not make,
declare, set aside or pay any dividend prior to the Effective
Date of the Merger without the written consent of Hibernia.
The Progressive Preferred Stock accumulates dividends at an
annual rate of $1.25 per share. Progressive has never declared a
dividend on the Progressive Preferred Stock and does not
anticipate declaring a dividend on the Progressive Preferred
Stock in the foreseeable future. At December 31, 1994, the
amount of accumulated dividends on the Progressive Preferred
Stock was approximately $13.55 per share, or an aggregate of
$1.76 million. Progressive may not pay a cash dividend in
respect of the Progressive Common Stock until all accumulated
dividends in respect of the Progressive Preferred Stock have been
paid.
The payment of dividends by the Bank, which would be the
source of any dividends paid by Progressive on its shares, is
subject to certain legal restrictions applicable to all Louisiana
state banks. The prior approval of the OFI is required if the
total of all dividends declared in any one year will exceed the
sum of the Bank's net profits of that year and net profits of the
immediately preceding year. Additionally, dividends may not be
declared or paid by a Louisiana state bank unless the bank has
unimpaired surplus equal to 50% of the outstanding capital stock
of the bank, and no dividend payment may reduce the bank's
unimpaired surplus below 50%. At December 31, 1994, the Bank had
approximately $4.76 million available for the payment of
dividends without prior approval of the OFI.
Security Ownership of Principal Shareholders and Management
Ownership of Principal Shareholders. The following table
sets forth information concerning all persons known to
Progressive to be the beneficial owners, directly or indirectly,
of more than 5% of the outstanding shares of Progressive Common
Stock, Progressive's only class of voting securities, as of the
Record Date. Unless otherwise indicated, the named persons have
direct beneficial ownership of the shares with sole voting and
investment power.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
Gerald H. Smith 151,862 (1) 24.6%
P. O. Box 131405
Houston, TX 77219
R. Preston Wailes 62,564 10.1%
1528 Nashville Ave.
New Orleans, LA 70115
D. Kent Anderson 57,128 9.2%
P. O. Box 42592
Houston, TX 77242
Linda Marie Perry 52,597 (2) 8.5%
Arceneaux
#9 Wren Road
Covington, LA 70433
Financial Corporation of 51,762 8.4%
Louisiana
P. O. Box 267
Crowley, LA 70527
John H. Laing 34,391 5.6%
104 Krumbhaar Court
Houma, LA 70360
(1) Includes 28,175 shares held of record by Mr. Smith as
trustee of a family trust and 42,263 shares acquired by Mr. Smith
from an estate, as to all of which shares Mr. Smith has sole
voting and investment power.
(2) Includes 45,200 shares, in seven equal lots of 5,650 shares,
held of record by Mrs. Arceneaux as usufructuary for certain
family members and 5,650 shares held of record by Mrs. Arceneaux
as trustee of a family trust. Mrs. Arceneaux has sole voting
power with respect to the shares held as usufructuary and sole
voting and investment power with respect to the shares held as
trustee. Also includes 1,800 shares in three custodial accounts
of 600 shares each and held of record jointly by Mrs. Arceneaux
and other family members on behalf of minor heirs, as to which
shares Mrs. Arceneaux has shared voting and investment power.
Does not include 11,331 shares beneficially owned by Elton A.
Arceneaux, Jr., Mrs. Arceneaux's spouse, as to which Mrs.
Arceneaux disclaims beneficial ownership.
Ownership of Management. The following table sets forth
information concerning the shares of Progressive Common Stock and
Progressive Preferred Stock beneficially owned, directly or
indirectly, by each director and executive officer of
Progressive, and all directors and executive officers as a group,
as of the Record Date. Unless otherwise indicated, the named
persons have direct beneficial ownership of the shares with sole
voting and investment power.
<TABLE>
(CAPTION>
Name and Address Class Amount and Nature of Percent
of Beneficial Owner of Stock Beneficial Ownership of Class
<S> <C> <C> <C>
John H. Laing Common 34,391 5.6%
Preferred 5,660 4.4%
R. Preston Wailes Common 62,564 10.1%
Preferred 3,421 2.6%
Elton A. Arceneaux, Jr. Common 11,331 (1) 1.8%
Preferred 3,299 2.5%
All Directors and Common 108,286 17.5%
Executive Officers Preferred 12,380 9.5%
as a Group (3 persons)
</TABLE>
(1) Does not include 5,597 shares of Progressive Common Stock
owned by Linda Marie Perry Arceneaux, Mr. Arceneaux's spouse,
45,200 shares of Progressive Common Stock, in seven equal lots of
5,650 shares, held of record by Mrs. Arceneaux as usufructuary
for certain family members or 5,650 shares of Progressive Common
Stock held of record by Mrs. Arceneaux as trustee for a family
trust, or 1,800 shares of Progressive Common Stock, in three
custodial accounts of 600 shares each, held of record jointly by
Mrs. Arceneaux and other family members on behalf of minor heirs,
as to all of which shares Mr. Arceneaux disclaims beneficial
ownership.
PROGRESSIVE MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Progressive reported consolidated net income of $4,119,000 for
the year ended December 31, 1994, which represents a 230% increase
from net income of $1,248,000 for the year ended December 31, 1993.
Net income for the year ended December 31, 1993 reflected an 82.5%
decrease from net income of $7,127,000 for the year ended
December 31, 1992. Net income per common share was $6.37, $1.71
and $10.67, for 1994, 1993 and 1992, respectively.
The primary reasons for the improvement in net income for the
year ended December 31, 1994 were the payment on August 1, 1994 of
a fully reserved investment by the Bank in the 12% Mandatory
Convertible Subordinated Debentures due 1996 (the "FCB Debentures")
of First Continental Bancshares, Inc. which contributed $1,346,000,
the reversal of deferred income taxes which contributed $1,808,000
and a net negative provision for loan losses of $648,000.
Partially offsetting these positive contributions to net income
were losses of $874,000 resulting from the year end sale of certain
securities in the Bank's available for sale securities portfolio
which had declined in value because of the 300 basis point rise in
short-term interest rates during 1994.
The decrease in net income for the year ended December 31,
1993 as compared to the year ended December 31, 1992, was
principally attributable to an extraordinary gain of $5,314,000,
net of tax effect, included in net income for 1992. Excluding
extraordinary items, Progressive's consolidated earnings before tax
considerations for the year ended December 31, 1993 reflected
increased Bank profitability.
Improving loan quality and lower net charge-offs resulted in
the negative provision for loan losses of $648,000 for 1994, as
compared to provisions of $168,000 in 1993 and $101,000 in 1992.
Net interest income increased $934,000, or 14.1%, to $7,564,000 in
1994 as compared to net interest income of $6,630,000 in 1993. Net
interest income in 1993 reflected an increase of 19.2% as compared
to 1992 net interest income of $5,562,000. The primary reasons for
the increase in net interest income in 1994 were the payment of the
interest portion of the FCB Debentures, as well as increased
interest income on the Bank's municipal bond portfolio as a result
of growth in the portfolio during 1993 and 1994 and an increase in
interest and fees on loans resulting from the growth in the Bank's
loan portfolio during 1994. The increase in net interest income
experienced in 1993 is attributable to a lower cost of funds at the
Bank level, along with an increase in interest income on the Bank's
municipal bond portfolio resulting from growth in the portfolio
during this period and an increase in interest and fees on loans
based on the Bank's corresponding loan growth in 1993.
Progressive's consolidated assets were $141,693,000 and total
deposits were $121,761,000 at December 31, 1994. Total assets
reflected a 6.6% increase in 1994 compared to total assets of
$132,909,000 at December 31, 1993 and total deposits reflected a
7.1% increase in 1994 compared to total deposits of $113,666,000 in
1993. Total assets at December 31, 1993 reflected a 1.2% increase
over total assets of $131,305,000 at December 31, 1992. Total
deposits at December 31, 1993 reflected a 1.3% decrease as compared
to total deposits of $115,169,000 at December 31, 1992. Loans, net
of reserve for possible loan losses, reflected a trend of growth in
the Bank's loan portfolio over the last three year end periods.
Loans, net of reserve for possible loan losses, were $78,557,000 at
December 31, 1994, which represented a 10.4% increase over net
loans of $71,176,000 at December 31, 1993, which in turn
represented an increase of 3.6% as compared to net loans of
$68,735,000 at December 31, 1992. The increase in total assets at
December 31, 1994 as compared to December 31, 1993 was due
primarily to the growth experienced in the Bank's loan portfolio,
coupled with a significant increase in cash and due from banks
caused by a growth in deposits generated by a newly-opened branch.
The following table sets forth certain information regarding
Progressive's results of operations for the periods indicated.
Year Ended December 31,
1994 1993 1992
(Dollars in thousands,
except per share data)
Net income applicable to common shares $3,957 $1,084 $6,948
Net income per share* $ 6.37 $ 1.71 $10.67
Return on average assets 2.93% 0.93% 5.83%
Return on average equity 53.63% 20.65% 190.56%
Average equity to average assets 5.47% 4.50% 3.06%
Dividend pay-out ratio - - -
* Per share data are based upon a weighted average number of
shares outstanding of 621,560 for the year ended December 31, 1994,
632,878 for the year ended December 31, 1993 and 651,312 for the
year ended December 31, 1992.
A more detailed review of Progressive's financial condition
and results of operations for the years ended December 31, 1994,
1993 and 1992 follows. This discussion and analysis should be read
in conjunction with Progressive's Consolidated Financial Statements
and the Notes thereto appearing elsewhere in this Proxy Statement-
Prospectus.
Results of Operations
Net Interest Income. Net interest income is the primary
source of income for Progressive and represents the amount by which
interest and fees generated by earning assets exceed the cost of
funds, primarily interest paid to depositors on interest-bearing
accounts. Net interest income, before deduction of the provision
for possible loan losses, for the year ended December 31, 1994 was
$7,564,000, which represents a 14.1% increase over net interest
income for 1993. Net interest income, before deduction of the
provision for possible loan losses, for the year ended December 31,
1993 was $6,630,000, which represents a 19.2% increase over net
interest income of $5,562,000 for the year ended December 31, 1992.
The primary reasons for the increase in net interest income in 1994
were the payment of the interest portion of the FCB Debentures, as
well as increased interest income on the Bank's municipal bond
portfolio as a result of growth in the portfolio during 1993 and
1994 and an increase in interest and fees on loans resulting from
the growth in the Bank's loan portfolio during 1994. Three factors
contributed to the increase in net interest income in 1993. First,
an increase in interest income resulted from the Bank deploying its
excess deposits in purchasing state and municipal obligations.
Interest income on state and municipal obligations increased 3405%
from $17,000 in 1992 to $596,000 in 1993. Second, interest and
fees on loans increased 5.3% as a result of loan growth during the
period. Third, total interest expense decreased 8.2% because of
the ability of the Bank to reprice certain portions of its deposits
in a more favorable rate environment.
The trend in net interest income is commonly evaluated in
terms of average rates using the net interest margin and the
interest rate spread. The net interest margin, or the net yield on
earning assets, is computed by dividing net interest income by
average earning assets and represents the difference between the
average yield returned on average earning assets and the average
rate paid for funds used to support those earning assets. The net
interest margin for Progressive for 1994 was 4.75%, which
represents a decrease from a net interest margin of 5.08% in 1993
and 4.88% in 1992. The interest rate spread measures the
difference between the average yield on earning assets and the
average rate paid on interest-bearing sources of funds. The
interest rate spread also decreased from 4.28% in 1993 to 3.82% in
1994. Both the net interest margin and the interest rate spread
declined in 1994 because of Progressive's rising cost of funds
throughout this period as a result of rising short-term interest
rates during 1994. The decline in net interest margins and the
interest rate spread was somewhat mitigated by the ability of the
Bank to reprice certain portions of its assets faster than its
liabilities. While short-term interest rates declined in 1993,
this trend reversed itself in 1994 through a series of increases in
the Federal discount rate totaling 300 basis points for the year.
The net interest rate, net interest margin and overhead ratios for
1994, 1993 and 1992 are as follows:
1994 1993 1992
Net interest spread 3.82% 4.28% 4.12%
Net interest margin 4.75% 5.08% 4.88%
Net overhead ratio 1.92% 2.71% 2.82%
Progressive's interest-earning assets include loans,
investment securities, demand and time deposits with the Federal
Home Loan Bank of Dallas and other commercial banks, and federal
funds sold. Average interest-earning assets were $132,317,000 for
the year ended December 31, 1994 and $126,463,000 for the year
ended December 31, 1993. Interest-earning assets were 4.6% higher
in 1994 due to loan growth of 5% during 1994 and 3% growth in the
Bank's non-taxable investment securities portfolio as a result of
growth in the municipal bond portfolio during 1994. Progressive's
primary earning asset is its loan portfolio. Average loans rose
from $69,356,000 in 1993 to $72,796,000 in 1994.
The following table sets forth certain information concerning
the average balances, interest income and expense and interest
rates on Progressive's interest-earning assets and interest-bearing
liabilities for the years indicated.
<TABLE>
<CAPTION>
AVERAGE BALANCES AND INTEREST RATES
1994 1993
Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/
Balance Interest Rate Balance Interest Rate
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Interest-bearing deposits with banks $ 5,577 $ 125 2.24% $ 4,821 $ 87 1.80%
Investment securities:
Taxable (1) 40,489 3,381 8.35% 41,936 2,969 7.08%
Non-Taxable 13,455 762 5.66% 10,350 596 5.76%
Loans, net of unearned discount &
reserves (2) 72,796 7,858 10.79% 69,356 7,691 11.09%
Federal funds sold & securities purchased
under agreements to resell - - -% - - -%
________ _______ ______ ________ _______ ______
Total interest-earning assets 132,317 12,126 9.16% 126,463 11,343 8.97%
_______ ______ _______ ______
_______ ______ _______ ______
Cash & due from banks 2,487 2,286
Other assets 5,573 5,476
________ ________
Total assets $140,377 $134,225
________ ________
________ ________
LIABILITIES & SHAREHOLDERS' EQUITY:
Interest-bearing deposits:
Savings deposits $ 36,736 $ 876 2.38% $ 35,020 $ 915 2.61%
Time deposits 63,026 3,038 4.82% 60,977 2,990 4.90%
Federal funds purchased & securities sold
under agreements to repurchase 125 16 12.80% 625 24 3.84%
Long-term debt, subordinated debentures
& other borrowings 8,214 632 7.69% 6,427 784 12.20%
________ _______ ______ ________ _______ ______
Total interest-bearing liabilities $108,101 $ 4,562 4.22% $103,049 $ 4,713 4.57%
_______ ______ _______ ______
_______ ______ _______ ______
Interest free deposits 20,921 19,311
Other liabilities 3,674 5,822
Shareholders' equity 7,681 6,043
________ ________
________ ________
Total liabilities & shareholders'
equity $140,377 $134,225
________ ________
________ ________
Interest income $12,126 $11,343
Interest expense 4,562 4,713
_______ _______
Net yield on earning assets $ 7,564 5.72% $ 6,630 5.24%
_______ ______ _______ ______
_______ ______
(1) Includes interest on the FCB Debentures.
(2) Includes non-accrual loans.
</TABLE>
The following table sets forth for the periods indicated
changes in interest earned and interest paid for each major
category of interest-earning assets and interest-bearing
liabilities attributable to changes in average volume or rates.
<TABLE>
<CAPTION>
INTEREST DIFFERENTIAL
1994 compared to 1993 1993 compared to 1992
Due to change in: Due to change in:
Volume Volume
Net and Net and
Change Volume Rate Rate Change Volume Rate Rate
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Increase (decrease) in:
Interest earned on:
Loans $ 167 $ 381 $ (208) $ (6) $ 386 $ 532 $ (136) $(10)
Federal funds sold & securities
purchased under agreements
to resell - - - - - - - -
Investment securities:
Taxable 412 (102) 533 (19) (215) 33 (245) (3)
Non-Taxable 166 179 (10) (3) 579 493 3 83
Interest-bearing deposits
with banks 38 14 21 3 (101) (52) (68) 19
________ ________ ______ ______ ________ ______ _______ ____
Total interest-earning
assets $ 783 $ 472 $ 336 $ (25) $ 649 $1,006 $ (446) $ 89
________ ________ ______ ______ ________ ______ _______ ____
________ ________ ______ ______ ________ ______ _______ ____
Increase (decrease) in:
Interest paid on:
Savings deposits $ (39) $ 45 $ (80) $ (4) $ (157) $ 111 $ (244) $(24)
Time deposits 48 100 (49) (3) (452) 11 (462) (1)
Federal funds purchased &
securities sold under
agreements to repurchase (8) (19) 56 (45) 24 - 3 21
Long-term debt, subordinated
debentures & other
borrowings (152) 218 (290) (80) 166 (42) 223 (15)
________ ________ _____ ______ ________ _______ _______ _____
Total interest-bearing
liabilities $ (151) $ 344 $(363) $ (132) $ (419) $ 80 $ (480) $(19)
________ ________ _____ ______ ________ _______ _______ ____
________ ________ _____ ______ ________ _______ _______ ____
Interest differential $ 934 $ 128 $ 699 $ 107 $ 1,068 $ 926 $ 34 $108
</TABLE>
Provision for Possible Loan Losses. The provision for
possible loan losses is the amount that is added to Progressive's
allowance for possible loan losses, by a charge against earnings,
in order to maintain a balance in the allowance for possible loan
losses that is deemed by management to be adequate to absorb the
inherent risk of future loan losses in Progressive's loan
portfolio. The amount of the provision is dependent upon many
factors, including management's evaluation of historical loan loss
experience in relation to outstanding loans, the existing level of
the allowance, reviews of loan quality, loan growth, changes in the
composition of the loan portfolio, general economic factors, the
financial condition of the borrowers, their ability to repay the
loan and the value and liquidity of collateral.
Progressive's annual provision for possible loan losses
decreased 486% from 1993 to 1994 from $168,000 to a negative
provision of $648,000. The annual provision increased between 1992
and 1993, from $101,000 for the year ended December 31, 1992 to
$168,000 for the year ended December 31, 1993. Because of fewer
nonperforming loans and lower net charge-offs over the past two
years, Progressive took the one-time negative provision for loan
losses in 1994.
Non-interest Income. Progressive's primary sources of non-
interest income are service charges and fees on deposit accounts,
wire transfer collections, cashier's check fees, fees from safe
deposit box rentals and net securities gains or losses. Non-
interest income decreased 7.3% from $1,462,000 for the year ended
December 31, 1993 to $1,356,000 for the year ended December 31,
1994. Non-interest income increased 14.13% between 1992 and 1993,
from $1,281,000 for the year ended December 31, 1992 to $1,462,000
for the year ended December 31, 1993. The decrease can be
attributed primarily to loss on sale of securities of approximately
$895,000 during 1994, which was somewhat offset by the $750,000
payment of the FCB Debentures during 1994. The reasons for the
increase in 1993 were increases in service charges on deposit
accounts and miscellaneous other income.
Non-interest Expense. Progressive's non-interest expense
primarily includes salaries and employee benefits and other types
of business expenses that Progressive incurs in the course of day-
to-day operations, such as expense for occupancy, depreciation and
maintenance of equipment, professional fees, and supplies. Non-
interest expense was $5,448,000 for the year ended December 31,
1994, which represents a 2.9% decrease from 1993. Progressive's
non-interest expense was $5,611,000 for the year ended December 31,
1993, which represents a 15% increase from non-interest expense of
$4,879,000 for the year ended December 31, 1992. The decrease in
non-interest expense for 1994 was due to a decrease in writedowns
of other real estate and other assets from $339,000 in 1993 to
$67,000 in 1994, the elimination of the stock subject to transfer
expense during 1994 and the elimination of data processing fees to
an affiliate in 1994, which was partially offset by an increase in
salaries and employee benefits during 1994. The increase in 1993
was primarily attributable to increases in salaries and employee
benefits during the period in anticipation of opening new branch
facilities in 1994. The primary cause of this increase in 1993 was
the increase in personnel associated with the change in handling of
data processing for the Bank.
Income Taxes. Progressive's effective tax rate decreased
significantly during 1994 in comparison to 1993 and 1992 due to the
reversal of deferred taxes previously provided on the difference
between the book basis and the tax basis of Progressive's
investment in the stock of the Bank. Progressive adopted Statement
of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS 109"), on January 1, 1993. The adoption of SFAS 109,
which is included in "Other" in the rate reconciliation table
included in Note 7 to Progressive's Consolidated Financial
Statements contained elsewhere herein, did not materially impact
Progressive's financial statements.
Financial Condition
Total Assets. At December 31, 1994, total consolidated assets
were $141,693,000, compared to $132,909,000 at December 31, 1993
and $131,305,000 at December 31, 1992. Total average assets
reflect a 9.7% increase from $122,343,000 at December 31, 1992 to
$134,225,000 at December 31, 1993, and a 4.6% increase to
$140,377,000 at December 31, 1994. These increases were primarily
the result of the continued growth of the Bank's loan portfolio
throughout this three year period as interest-bearing and non
interest-bearing deposits increased.
The major components and their percentage of total assets at
December 31, 1994, 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
1994 1993 1992
Amount Percent Amount Percent Amount
Percent
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest-bearing deposits with banks $ 5,941 4.19% $ 1,972 1.48% $ 4,081 3.10%
Investment securities:
Taxable 33,958 23.97% 40,730 30.65% 47,618 36.27%
Non-taxable 14,579 10.29% 12,265 9.23% 2,483 1.89%
Loans, net of unearned discount
& reserves 78,557 55.44% 71,176 53.55% 68,735 52.35%
Federal funds sold & securities
purchased under agreements to
resell - -% - - - -%
Cash & due from banks 3,401 2.40% 2,126 1.60% 2,956 2.25%
Other assets 5,257 3.71% 4,640 3.49% 5,432 4.14%
________ ______ ________ ______ ________ ______
Total assets $141,693 100% $132,909 100% $131,305 100%
</TABLE>
Investment Securities. Progressive adopted Statement of
Financial Accounting Standards No. 115, "Accounting for Certain
Investments and Debt Securities" ("SFAS 115"), as of January 1,
1994. SFAS 115 addresses the accounting and reporting for
investment in equity securities that have readily determinable fair
value and for all investment in debt securities and requires
classification of securities as trading, available for sale or held
to maturity. Management determines the classification of
securities when they are purchased. The Bank does not hold
securities in or operate a trading account. Securities which
Progressive has the intent and ability to hold to maturity are
classified as held to maturity and are stated at cost, adjusted for
amortization of premiums and accretion of discounts. Securities
which may be sold in response to interest rates, liquidity needs or
other factors are classified as available for sale. These
securities are reflected at fair value, and net unrealized gains or
losses are reflected as a separate component of shareholders'
equity, net of income tax effects.
The composition of Progressive's investment portfolio directly
reflects Progressive's investment strategy of maximizing portfolio
yields subject to risk and liquidity considerations. The combined
value of the available for sale portfolio of $22,881,000 and the
held to maturity portfolio of $25,656,000 was $48,537,000 at
December 31, 1994, which represents an 8.4% decrease from
December 31, 1993. During December 1994, the Bank sold $5,597,000
of its available for sale securities, the proceeds of which were
not reinvested prior to year end causing a corresponding decrease
in the entire portfolio. The total book value of Progressive's
investment portfolio at December 31, 1993 was $52,995,000, which
represents an increase of 5.78% over total investment securities of
$50,101,000 at December 31, 1992.
The composition, amortized cost and estimated fair value of
investment securities at December 31, 1994 were as follows:
<TABLE>
<CAPTION>
December 31, 1994
Amortized Estimated
Cost Fair Value
(Dollars in thousands)
<S> <C> <C>
Available for Sale
U.S. Treasury and other U.S. government agencies $ 2,832 $ 2,799
Mortgage-backed securities and collateral mortgage obligations 14,565 14,030
States of the U.S. and political subdivisions 5,509 5,285
Banker's acceptances and other investments 767 767
_________ _________
Total $ 23,673 $ 22,881
_________ _________
_________ _________
Held to Maturity
U.S. Treasury and other U.S. government agencies $ 3,979 $ 3,829
Mortgage-backed securities and collateral mortgage obligations 12,183 11,570
States of the U.S. and political subdivisions 9,494 8,972
_________ _________
Total $ 25,656 $ 24,371
_________ _________
_________ _________
</TABLE>
The composition and book value of investment securities at the
dates indicated were as follows:
<TABLE>
<CAPTION>
December 31,
1993 1992
(Dollars in thousands)
<S> <C> <C>
U.S. Treasury and other U.S. government agencies $ 7,508 $ 8,264
Mortgage-backed securities and collateral mortgage obligations 32,516 38,840
States of the U.S. and political subdivisions 12,265 2,483
Banker's acceptances and other investments 706 514
________ ________
Total $ 52,995 $ 50,101
________ ________
________ ________
</TABLE>
Mortgage-backed securities and collateral mortgage obligations
("CMOs") totaled $26,748,000, or 54% of Progressive's total
investment portfolio at amortized cost at December 31, 1994.
Mortgage-backed securities and CMOs totaled $32,516,000, or 61% of
Progressive's total investment portfolio at December 31, 1993
compared with $38,840,000, or 77% of Progressive's total investment
portfolio at December 31, 1992. During 1994, the Bank invested and
reinvested its funds primarily in CMOs and U.S. Government agency
securities to take advantage of favorable yields, while maintaining
a high degree of security in the portfolio. Because of the
dramatic change in the Bank's tax rate and to achieve further
diversification, the Bank entered into a strategic plan to purchase
tax free municipal bonds to replace its maturing securities and
CMOs with accelerated cash flows. During 1993, the investment
division of the Bank completed its plan of redistributing the
portfolio by purchasing mortgage-backed securities, CMOs, U.S.
Government agency securities and tax-free municipal bonds.
Progressive consistently maintains the largest portion of its
investment portfolio in mortgage-backed securities and CMOs because
these investments offer a high degree of security at acceptable
market yields since they are collateralized by government or
government-sponsored agencies. The stated life of these maturities
extends the average maturity of the investment portfolio. However,
management's experience with these securities indicates that the
actual life will be far shorter than the stated life because of
significant prepayments. Reasons for the shorter stated life
include sales of houses, interest rate changes, and prepayments to
liquidate debt.
The following table sets forth the maturities and weighted
average yields of Progressive's investment securities, other than
mortgage-backed securities and collateral mortgage obligations, at
December 31, 1994. Yields on tax-exempt obligations have not been
computed on a tax equivalent basis.
<TABLE>
<CAPTION>
MATURITY AND WEIGHTED AVERAGE YIELD
After One But After Five But
Within One Year Within Five Years Within Ten Years After Ten Years
Amount Yield Amount Yield Amount Yield Amount Yield
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Available for Sale (1)
U.S. Treasury and other U.S.
government agencies $ 1,000 8.44% $ 1,483 6.87% $ - -% $ 350 7.15%
Banker's acceptances and
other investments - -% - -% - -% 767 5.69%
States of the U.S. and
political subdivisions - -% - -% 3,534 5.39% 1,974 5.71%
________ ______ ________ _____ _________ ______ _________ ______
Total $ 1,000 8.44% $ 1,483 6.87% $ 3,534 5.39% $ 3,091 5.87%
________ ______ ________ ______ _________ ______ _________ ______
________ ______ ________ ______ _________ ______ _________ ______
Held to Maturity
U.S. Treasury and other U.S.
government agencies $ - -% $ 1,993 7.15% $ 486 6.42% $ 1,500 7.75%
Banker's acceptances and
other investments - -% - -% - -% 767 5.69%
States of the U.S. and
political subdivisions - -% - -% - -% 9,494 6.03%
_________ ______ _________ ______ _________ ______ _________ ______
Total $ - -% $ 1,993 7.15% $ 486 6.42% $ 10,994 6.03%
_________ ______ _________ ______ _________ ______ _________ ______
_________ ______ _________ ______ _________ ______ _________ ______
(1) Amounts are at amortized cost.
</TABLE>
No maturity distributions for mortgage-backed securities or
CMOs are shown because principal is recovered monthly through
scheduled repayments and unscheduled prepayments. These amounts
can vary significantly, particularly when market interest rates
change. At December 31, 1994, CMOs and mortgage-backed securities
with an amortized cost of $26,748,000 had an average yield of
7.48%.
As of December 31, 1994, no securities exceeded, in aggregate
by issuer, 10% or more of shareholders' equity, other than issues
secured by the U.S. Government.
Loans. The table below sets forth the type and amount of
Progressive's loans, net of unearned discount, at December 31,
1994, 1993, and 1992.
<TABLE>
<CAPTION>
December 31,
1994 1993 1992
(Dollars in thousands)
<S> <C> <C> <C>
Commercial, financial, and agricultural loans not secured
by real estate $ 13,123 $ 11,103 $ 13,421
Real estate construction loans 1,420 999 1,061
Real estate mortgage loans 51,097 47,258 42,285
Installment loans to consumers not secured by real estate 14,133 13,672 13,556
________ ________ ________
Total loans $ 79,773 $ 73,032 $ 70,323
________ ________ ________
________ ________ ________
</TABLE>
As of December 31, 1994, the Bank had no concentrations in
excess of 10% of its loan portfolio to any one customer or in any
one business or industry classification.
Loans have increased over the last three-year period. At
December 31, 1994, loans, net of unearned discount, of $79,773,000
reflect a 9% increase compared to net loans of $73,032,000 at
December 31, 1993, which also represented an increase of 4% as
compared to $70,323,000 at December 31, 1992. The Bank experienced
loan growth primarily in real estate mortgage loans throughout this
three-year period as a result of growing strength in the local
economy.
The percentage of loans in each category to total loans for
each of the periods indicated is shown below:
<TABLE>
<CAPTION>
PERCENTAGE OF LOANS
IN EACH CATEGORY
TO TOTAL LOANS
December 31,
1994 1993 1992
<S> <C> <C> <C>
Real estate loans:
Construction 1.78% 1.37% 1.51%
Mortgage 64.05% 64.71% 60.13%
_______ _______ _______
Total real estate loans 65.83% 66.08% 61.64%
_______ _______ _______
Commercial, financial and agricultural 16.45% 15.20% 19.08%
Installment 17.72% 18.72% 19.28%
_______ _______ _______
Total loans 100.00% 100.00% 100.00%
_______ _______ _______
_______ _______ _______
</TABLE>
The maturity schedule and rate structure of Progressive's loan
portfolio has an impact on Progressive's ability to meet its
liquidity demands and respond favorably to changes in interest
rates. At December 31, 1994, 40% of Progressive's total loans were
scheduled to mature within one year or less and 24% of
Progressive's total loans had floating or adjustable interest
rates. The following table provides information concerning loan
portfolio maturity, based on remaining scheduled repayments of
principal, by type of loan. Real estate loans are included in
either the commercial or installment classifications depending upon
the use of the real estate pledged as collateral and are aged
accordingly.
<TABLE>
<CAPTION>
MATURITY
Over One
One Year through 5 Over 5
Or Less years years Total
(Dollars in thousands)
<S> <C> <C> <C> <C>
Commercial, financial and agricultural loans
Fixed rate $ 6,339 $12,279 $ 968 $19,586
Variable rate 18,858 - - 18,858
Installment loans
Fixed rate to resell 6,723 23,986 10,389 41,098
Variable rate - - - -
_______ _______ _______ _______
Total loans (excluding non-accruals) 31,920 36,265 11,357 79,542
Non-accrual loans 115 - 116 231
_______ _______ _______ _______
Total loans $32,035 $36,265 $11,473 $79,773
_______ _______ _______ _______
_______ _______ _______ _______
</TABLE>
Normally, borrowers are expected to meet contractual terms.
In some cases, however, borrowers are permitted to roll over
obligations after appropriate review of the credit quality and
determination of the borrower's ability and willingness to repay.
The data shown above is in a format which conforms with
reports to the bank regulatory agencies and has not been restated
to reflect anticipated rollovers, which management does not believe
would materially affect the data presented.
In addition, the Bank is currently a member of the Federal
Home Loan Bank of Dallas, Texas, which also allows the Bank to
borrow funds to support its liquidity on a daily basis, as
necessary. This agency provides long-term secured loans to the
Bank which allow the Bank to provide long-term real estate loans to
qualified customers.
Nonaccrual, Past Due and Modified Loans. Non-performing
assets include non-performing loans and foreclosed real estate held
for sale. Non-performing loans include loans classified as non-
accrual or renegotiated to provide a reduction or deferral of
interest or principal and those past due 90 days or more on which
interest is still being accrued. It is the general policy of
Progressive to place loans on non-accrual status when, in the
opinion of management, there exists sufficient uncertainty as to
the collectibility of the contractual interest or principal or if
the loan becomes 90 days delinquent, whichever comes first.
Placing a loan on non-accrual status causes an immediate charge
against earnings for the interest which has been accrued but not
yet collected on the loan and eliminates future interest earnings
with respect to that loan. Interest on such loans is not
recognized until all of the principal is collected or until the
loan is returned to a performing status.
As of December 31, 1994, Progressive had non-performing assets
totaling $537,000, or approximately .68% of total loans and
foreclosed property at such date. This represents a 33% increase
in total non-performing assets from $405,000 as of December 31,
1993. This favorable level of non-performing assets is primarily
the result of an aggressive workout program implemented by
management, a higher quality loan portfolio, and an improvement in
the overall economy over the past three years.
Progressive's non-performing loans at December 31, 1994, 1993
and 1992 are shown below.
<TABLE>
<CAPTION>
December 31,
1994 1993 1992
(Dollars in thousands)
<S> <C> <C> <C>
Loans accounted for on a non-accrual basis $ 231 $ 75 $ 13
Loans which are contractually past due 90 or more days 4 11 3
Loans, the term of which have been renegotiated - - 408
______ _____ _____
Total non-performing loans $ 235 $ 86 $ 424
______ _____ _____
______ _____ _____
</TABLE>
There was no interest income from non-performing loans
included in net interest income during the year ended December 31,
1994. If the non-accrual loans listed above had performed
according to their original terms, gross interest income would have
increased by approximately $11,000 for the year ended December 31,
1994. Management believes that all loans identified as containing
significant risk of collectibility have been included above as a
past due or renegotiated loan or a loan on non-accrual status.
In addition to the above classified loans, regulatory
authorities have classified $11,000 of performing loans in 1994.
Management does not believe that these loans represent or result
from trends or uncertainties that could materially impact future
operating results, liquidity, or capital resources of Progressive
or cause management to have serious doubts as to the ability of
such borrowers to comply with the loan repayment terms.
In May 1993, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan" ("SFAS 114"). This standard
requires the measurement of certain impaired loans based on the
present value of expected future cash flows discounted at the
loan's effective interest rate. Adoption of this new standard is
required for fiscal years beginning after December 15, 1994. The
effect of adopting SFAS 114 on Progressive's financial statements
has not yet been determined, but is not expected to be material.
Allowance for Loan Losses. The Bank charges to operating
expense an amount necessary to maintain the balance in the
allowance for possible loan losses at a level that is deemed to be
adequate to absorb all expected loan losses. Management determines
the adequacy of its reserve and the amount of any additional
provision or negative provision for possible loan losses based on
many factors, including an evaluation of historical loan loss
experience in relation to outstanding loans, the existing level of
the allowance, reviews of loan quality, loan growth, changes in the
composition of the loan portfolio, general economic factors, the
financial condition of the borrowers and their ability to repay the
loan and the value and liquidity of collateral. The amount in the
allowance for possible loan losses is reviewed by management on a
monthly basis to determine whether additional provisions should be
made or whether transfers from the allowance to earnings are
justified. The Bank's board of directors reviews the adequacy of
the reserve on a quarterly basis.
The following table summarizes averages of loan balances,
changes in the allowance for possible loan losses arising from
loans charged off and recoveries on loans previously charged off,
by loan category, and the provision for possible loan losses
charged to operating expense as of the dates and for the periods
indicated.
<TABLE>
<CAPTION>
December 31,
1994 1993 1992
(Dollars in thousands)
<S> <C> <C> <C>
Average total loans $ 72,796 $ 69,356 $ 64,646
________ ________ ________
________ ________ ________
Beginning balance $ 1,856 $ 1,588 $ 1,553
Loans charged off:
Real Estate:
Construction - - -
Mortgage 14 34 19
Commercial, financial and agricultural 33 8 108
Installment 48 42 105
________ ________ ________
Total charged off 95 84 232
________ ________ ________
________ ________ ________
Recoveries
Real Estate:
Construction - - -
Mortgage 22 76 12
Commercial, financial and agricultural 19 67 132
Installment 62 41 22
________ ________ ________
Total recoveries 103 184 166
________ ________ ________
Net loans charged off (8) (100) 66
________ ________ ________
Provision for possible loan losses (648) 168 101
Amount of allowance for possible loan losses at
the end of period $ 1,216 $ 1,856 $ 1,588
________ ________ ________
________ ________ ________
Ratio of net charge-offs during period to average
loans outstanding -0.01% -0.14% 0.10%
</TABLE>
Net recoveries for the year ended December 31, 1994 were
($8,000), or (0.01%) of average loans outstanding, compared to
($100,000), or (0.14%) of average loans outstanding for the year
ended December 31, 1993. Net charge-offs were $66,000, or 0.10% of
average loans outstanding, for the year ended December 31, 1992.
During 1994, total recoveries of $103,000 exceeded net charge-offs
of $95,000, which is a reflection of the quality of the loan
portfolio. After two consecutive years of negative net charge-offs
and a third party evaluation of the portfolio and the reserves
needed and a comparison of the loans to reserve ratio with other
peer group banks, management recommended and the Board of Directors
approved a one-time negative provision. Progressive's allowance
for possible loan losses at December 31, 1994 was $1,216,000,
which, in management's opinion, is adequate to cover possible
losses in its current loan portfolio. However, no assurance can be
given that future changes in economic conditions that might
adversely affect Progressive's principal market area, borrowers or
collateral values, and other circumstances will not result in
increased losses in Progressive's loan portfolio in the future.
Progressive has allocated the allowance for possible loan
losses account within the categories of loans set forth in the
table below. The approximate dollar amount of the allowance
allocable to the stated loan categories, and the percent of total
loans in each such category for the periods presented, are as
follows:
<TABLE>
<CAPTION>
ALLOCATION OF ALLOWANCE FOR POSSIBLE LOAN LOSSES
December 31,
1994 1993 1992
Allowance Loans Allowance Loans Allowance Loans
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Real estate loans
Construction $ 15 1.78% $ 10 1.37% $ - 1.51%
Mortgage 555 64.05% 500 64.71% 504 60.13%
_________ ______ _________ ______ _________ ______
Total real estate loans 570 65.83% 510 66.08% 504 61.64%
_________ ______ _________ ______ _________ ______
Commercial, financial and agricultural 175 16.45% 177 15.20% 166 19.08%
Installment and credit-card 135 17.72% 137 18.72% 138 19.28%
Foreign - -% - -% - -%
Not allocated 336 -% 1,032 -% 780 -%
_________ ______ _________ ______ _________ ______
Total loans $ 1,216 100% $ 1,856 100% $ 1,588 100%
_________ ______ _________ ______ _________ ______
_________ ______ _________ ______ _________ ______
</TABLE>
Deposits and Other Liabilities. Progressive's average total
deposits increased from $108,589,000 in 1992 to $115,308,000 in
1993 to $120,683,000 in 1994. Non interest-bearing demand deposits
increased from an average of $16,037,000 in 1992 to $19,311,000 in
1993 to $20,921,000 in 1994. The growth in deposits in 1994 is
primarily attributable to new customer deposits resulting from the
opening of a new branch in a new market area for the Bank during
the second quarter of 1994. Progressive does not rely on brokered
deposits, and Progressive did not change its strategy of pursuing
large public fund deposits during 1994 or 1993. Progressive had
total public fund deposits at December 31, 1994 and December 31,
1993 of $8,498,000 and $6,547,000, respectively.
Jumbo CDs (Certificates of Deposit in excess of $100,000)
totaled $20,440,000 at December 31, 1994, which represents an
increase over Jumbo CDs of $18,414,000 at December 31, 1993 and
$16,047,000 in 1992. The consistent stability in the amount of
Jumbo CDs over the past three years has primarily been the result
of customer confidence in the Bank, particularly on the part of a
few key customers, public bodies and directors. At December 31,
1994, approximately 71% of the Jumbo CDs were scheduled to mature
in one year or less. Previously, Jumbo CDs commanded higher rates
of interest than smaller retail deposits and funds applied to Jumbo
CDs were subject to being moved to other financial institutions if
a higher rate could be obtained by the depositor. Thus, Jumbo CDs
were considered less stable than other deposits. In 1991, the Bank
instituted pricing changes which did not offer a premium yield for
Jumbo CDs. As a result, the majority of Progressive's Jumbo CDs
are held by bank directors or public fund depositors and have
historically shown stability. Consequently, management does not
consider these Jumbo CDs to represent highly volatile deposits.
The remaining maturities of Jumbo CDs issued by Progressive at
December 31, 1994 are summarized in the table below.
<TABLE>
<CAPTION>
TIME CERTIFICATES OF
DEPOSIT OF $100,000 OR MORE
(Dollars in thousands)
<S> <C>
Maturing within:
3 months or less $ 7,100
Over 3 through 6 months 6,800
Over 6 through 12 months 625
Over 12 months 5,915
_______
Total $20,440
</TABLE>
The following table summarizes the amounts of average deposits
and average rates for the past three years:
<TABLE>
<CAPTION>
December 31,
1994 1993 1992
Amount Rate Amount Rate Amount Rate
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Noninterest-bearing demand deposits $ 20,921 -% $ 19,311 -% $ 16,037 -%
Interest-bearing money market/NOW
deposits 25,919 2.32% 25,016 2.44% 23,078 3.27%
Savings deposits 10,817 2.67% 10,004 3.01% 8,684 3.71%
Time deposits 63,026 4.82% 60,977 4.90% 60,790 5.65%
________ _____ ________ _____ ________ _____
Total average deposits $120,683 3.26% $115,308 3.38% $108,589 4.16%
________ _____ ________ _____
________ _____ ________ _____
</TABLE>
From time to time, Progressive also has liabilities in the
form of borrowed funds, which generally consist of federal funds
purchased, securities sold under agreements to repurchase, short-
term and long-term borrowings from the Federal Home Loan Bank of
Dallas, Texas, other short-term borrowings, and long-term debt.
The Bank is a member of the Federal Home Loan Bank of Dallas,
Texas, which enables members to borrow both short-term and long-
term funds to facilitate liquidity and establish long-term lending
programs. At December 31, 1994, the Bank had no short-term
borrowings and long-term borrowings totaling $6,196,000.
Progressive had long-term debt due to Progressive Houma Group, Inc.
("PHG") totaling approximately $1,804,000 at December 31, 1993,
which was retired on April 26, 1994. Progressive obtained a loan
from HNB amounting to $3,904,000 to facilitate the retirement of
the PHG debt and to exercise its option to repurchase the right to
acquire 19.5% of the stock of the Bank. At December 31, 1994,
Progressive's long-term debt due HNB had been reduced to
approximately $2,735,000. See Note 8 to Progressive's Consolidated
Financial Statements contained elsewhere in this Proxy Statement-
Prospectus.
Liquidity and Interest Rate Sensitivity Management. The
primary functions of asset and liability management are to assure
adequate liquidity and to maintain an appropriate balance between
interest-earning assets and interest-bearing liabilities.
Liquidity represents the Bank's ability to meet the daily demand
for funds from its customers to pay maturing deposits, honor checks
and drafts, extend credit and meet other commitments. Management
monitors liquidity requirements as warranted by interest rate
trends, changes in the economy, changes in the scheduled maturity,
and interest rate sensitivity of the investment and loan portfolios
as well as deposits. The Bank attempts to match rate-sensitive
assets and liabilities in order to minimize exposure from
fluctuations in interest rates and to enhance consistent growth of
net interest income through periods of changing interest rates.
The asset portion of the balance sheet provides liquidity
primarily through cash and due from banks, loan principal
repayments and maturities of investment securities. Principal
repayments due in one year or less on all of the Bank's outstanding
loans aggregated $32,035,000 at December 31, 1994, while investment
securities maturing or repricing in the same time frame totaled
$9,540,000 at December 31, 1994. Other short-term investments,
such as deposits in the Federal Home Loan Bank of Dallas, Texas,
federal funds sold, securities purchased under agreements to
resell, cash flow from securities portfolio and maturing deposits
with other banks are additional sources of liquidity. The amounts
of these other short-term investments at December 31, 1994, 1993
and 1992 were $7,304,000, $997,000 and $4,081,000, respectively.
These amounts vary due to year-end investment strategies in
anticipation of rate movements in the securities market and year-
end fluctuations in customer and public funds deposits.
The liability portion of the balance sheet provides liquidity
through various interest and non interest-bearing deposit accounts,
federal funds purchased, securities sold under agreements to
repurchase, and other short-term borrowings. Long-standing
relationships with many institutions have provided the Bank with
the opportunity to buy and sell federal funds and loans on a daily
basis.
The Bank's liquidity is monitored and managed by an Asset-
Liability Committee. For monitoring purposes, the Bank computes a
liquidity ratio expressed as liquid assets as a percentage of total
unsecured liabilities. At December 31, 1994, the Bank's liquidity
ratio was 39.46%, as compared with a liquidity ratio of 43.10% at
December 31, 1993 and 42.55% at December 31, 1992. This range of
liquidity provided the Bank with the flexibility needed to confront
liquidity demands presented in the current economic cycle and the
market conditions of the past three years. The Asset-Liability
Committee also monitors interest rate sensitivity. Plans to deal
with gaps include planned roll-over and growth in deposits and
additional borrowing matched to mortgage loans. Interest rate
sensitivity is measured in terms of an interest sensitivity gap,
which is the excess of interest-sensitive earning assets over
interest-bearing liabilities for a given time period. The Bank had
a one-year interest sensitivity gap of ($19,979,000) or (15.6%) of
earning assets as of December 31, 1994. The following table sets
forth interest sensitivity gaps for the Bank at the intervals
indicated based on contractual maturities or earliest repricing
dates as of December 31, 1994:
<TABLE>
<CAPTION>
December 31, 1994
0 - 91 - 181 - 1 to Over
90 day 180 days 365 days 5 years 5 years Total
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Earning Assets
Loans $ 21,188 $ 4,477 $ 6,370 $ 36,265 $ 11,473 $ 79,773
Taxable Securities 3,624 1,809 3,917 16,621 7,787 33,758
Non-taxable Securities - - - 1,557 13,222 14,779
________ _________ _________ ________ ________ ________
Total Earning Assets $ 24,812 $ 6,286 $ 10,287 $ 54,443 $ 32,482 $128,310
________ _________ _________ ________ ________ ________
Interest Bearing Liabilities
Savings & MMA 33,885 - - - - 33,885
Other Time 11,170 9,139 6,377 39,461 - 66,147
Repurchase Agreements - - - - - -
Other Borrowed Money 208 201 384 3,995 1,408 6,196
________ _________ _________ ________ ________ ________
Total Interest Bearing
Liabilities $ 45,263 $ 9,340 $ 6,761 $ 43,456 $ 1,408 $106,228
________ _________ _________ ________ ________ ________
Interest sensitivity gap $(20,451) $ (3,054) $ 3,526 $ 10,987 $ 31,074 $ 22,082
________ _________ _________ ________ ________ ________
Cumulative interest sensitivity gap $(20,451) $ (23,505) $ (19,979) $ (8,992) $ 22,082
________ _________ _________ ________ ________
Percentage of total earning assets -15.9% -18.3% -15.6% -7.0% 17.2%
Percentage of interest-sensitive
assets to interest-sensitive
liabilities 54.8% 67.3% 152.2% 125.3% 2,307.0%
</TABLE>
Capital Resources. The FDIC has implemented risk-based
capital guidelines which are applicable to all federally-insured
state banks. These guidelines require such banks to maintain a
certain risk-based capital ratio, which takes factors such as the
riskiness of a bank's assets and off-balance sheet items into
consideration. The risk-based capital ratio derived from the risk-
based capital guidelines is more systematically sensitive to the
differences in risk profiles among banks than a capital ratio that
is based strictly on a bank's total consolidated assets without
regard to type. The "Risk-Based Capital Ratio" is obtained by
dividing a bank's qualifying capital by its weighted risk assets.
Qualifying capital is composed of (i) "Tier 1 Capital", which
consists of common stockholders' equity, noncumulative perpetual
preferred stock up to 25% of all Tier 1 Capital elements, and
minority interests in the equity capital accounts of consolidated
subsidiaries; and (ii) "Tier 2 Capital", which consists of the
allowance for loan and lease losses up to 1.25% of the bank's risk
weighted assets, cumulative perpetual preferred stock not included
in Tier 1 Capital, hybrid capital instruments, and certain term
subordinated debt instruments. Goodwill and certain other
intangible assets, investment in certain subsidiaries, and
reciprocal holdings of a bank's capital instruments are deducted
from qualifying capital before computing the Risk-Based Capital
Ratio. Tier 2 Capital may be included in a bank's qualifying
capital base up to a maximum of 100% of the bank's Tier 1 Capital.
A bank's risk-weighted assets are determined by assigning a bank's
assets and off-balance sheet items to one of four categories, each
of which has a specific risk weight ranging from 0% for items such
as cash, deposit reserves at Federal Reserve Banks and securities
issued as direct obligations of the U.S. government, 20% for such
items as cash in the process of collection, securities issued by
U.S. Government-sponsored agencies and assets collateralized by
cash held in a segregated deposit account in the Bank, 50% for
certain fully secured residential mortgage loans, privately-issued
mortgage-backed securities and securities issued by state and
political subdivisions and 100% for loans other than those
specifically assigned lower risk categories and investments in
fixed assets, premises and other real estate owned.
As of December 31, 1992, all federally-insured state banks
must maintain a Total Risk-Based Capital Ratio of 8.0%. As of
December 31, 1994, the Bank had a Total Risk-Based Capital Ratio of
14.46%, which exceeded the minimum Total Risk-Based Capital Ratio
required by the FDIC.
On April 10, 1991, the FDIC implemented new capital adequacy
guidelines with which all federally-insured state banks must
comply. The new capital adequacy guidelines are based, in part, on
the risk-based capital guidelines for insured state banks and
require all insured state banks to maintain a minimum ratio of
Tier 1 Capital to total assets of at least 3% ("Leverage Ratio").
Insured state banks with greater risk profiles or with problems are
required to maintain a minimum Leverage Ratio of at least 4%. For
purposes of calculating these ratios, the FDIC uses the same
definition of Tier 1 Capital as used in the FDIC's risk-based
capital guidelines. The capital adequacy guidelines supplement the
risk-based capital guidelines discussed above, and all insured
state banks are required to be in compliance with both sets of
guidelines. As of December 31, 1994, the Bank had a Leverage Ratio
of 8.66%, which is in compliance with the FDIC's capital adequacy
guidelines.
Using year end financial data, the following table indicates
the capital adequacy of the Bank at the dates indicated as compared
to the regulatory requirements that were in effect at such dates:
<TABLE>
<CAPTION>
December 31,
1994 1993 1992
(Dollars in thousands)
<C> <C> <C> <C>
Capital:
Tier 1 Capital $ 12,216 $ 10,266 $ 8,129
Allowance for possible loan losses 1,216 1,856 1,588
Disallowed portion of allowance (59) (797) (623)
________ ________ ________
Primary capital (1) 13,373 11,325 9,094
________ ________ ________
________ ________ ________
Total assets $140,992 $132,568 $130,631
Total risk-weighted assets $ 92,474 $ 83,893 $ 77,549
Capital Ratios:
Leverage Ratio 8.66% 7.74% 6.22%
(Regulatory minimum) (4.00%) (4.00%) (4.00%)
Tier 1 Risk-Based Capital Ratio 13.21% 12.24% 10.48%
(Regulatory minimum) (4.00%) (4.00%) (4.00%)
Total Risk-Based Capital Ratio 14.46% 13.50% 11.72%
(Regulatory minimum) (8.00%) (8.00%) (8.00%)
(1) The Bank's Total Capital is equal to its Primary Capital because the Bank has no secondary capital.
</TABLE>
Because Progressive has consolidated total assets of less than
$150,000,000, it is not subject to the capital adequacy guidelines
promulgated for certain bank holding companies by the Federal
Reserve Board. Progressive had a consolidated Primary Capital
Ratio of 7.84% at December 31, 1994, compared to a consolidated
Primary Capital Ratio of 6.13% at December 31, 1993 and 5.09% at
December 31, 1992. Progressive's capital resources continued to
show improvements in 1994 as a result of profitable operations, as
well as the payment of the FCB Debentures, the reversal of deferred
income taxes and the one-time negative loan loss provision. As a
result of the successful renegotiation of Progressive's debt to
First Interstate, Progressive's capital resources improved
significantly in 1992. The Bank's earnings continued to improve
during 1993 and 1994. The Bank had approximately $1,464,000 in
earnings during 1992, $2,425,000 in earnings during 1993, and
$3,446,000 in earnings during 1994. These earnings contributed to
net income from operations of $4,119,000 for Progressive during
1994, $1,248,000 during 1993 and $7,127,000 during 1992.
Progressive's shareholders' equity was $9,894,000 at December 31,
1994, reflecting an increase over shareholders' equity of
$6,302,000 at December 31, 1993 and $5,101,000 at December 31,
1992.
The Bank's regulators have proposed additional capital
guidelines related to incorporating an interest rate risk measure
into the capital computation. Given the Bank's effective
management of its interest rate sensitivity position as discussed
above (See "Liquidity and Interest Rate Sensitivity Management"),
management does not believe these proposed guidelines will have a
significant adverse effect on the Bank's regulatory capital
position, once the guidelines become effective.
VALIDITY OF SHARES
Patricia C. Meringer, Associate Counsel and Secretary of
Hibernia, has rendered an opinion that the shares of Hibernia
Common Stock to be issued in connection with the Merger have been
duly authorized and, if and when issued pursuant to the terms of
the Agreement, will be validly issued, fully paid and non-
assessable. As of the date of this prospectus, Ms. Meringer
owned 56 shares of Hibernia Common Stock in a 401(k) plan account
and 1948 shares of restricted stock. Ms. Meringer also held
options to purchase 23,716 shares of Hibernia Common Stock, none
of which are currently exercisable.
EXPERTS
The consolidated financial statements of Hibernia for the
year ended December 31, 1994 incorporated in this Proxy
Statement-Prospectus by reference from Hibernia's Annual Report
on Form 10-K for the year ended December 31, 1994 have been
audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon incorporated herein by reference, and
have been so incorporated by reference in reliance upon such
report given upon the authority of such firm as experts in
accounting and auditing.
The Statements of Income, Statements of Stockholders' Equity
and Statements of Cash Flows for Progressive for the three years
ended December 31, 1994, 1993 and 1992 and the Balance Sheets of
Progressive as of December 31, 1994 and 1993 have been audited by
Arthur Andersen LLP, independent public accountants, as set forth
in their report with respect thereto and are included herein in
reliance upon the authority of Arthur Andersen LLP as experts in
accounting and auditing and giving said reports.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF PROGRESSIVE
Report of Independent Public Accountants F-2
Consolidated Balance Sheets F-3
Consolidated Statements of Income F-5
Consolidated Statement of Shareholders' Equity F-6
Consolidated Statements of Cash Flows F-7
Notes to Consolidated Financial Statements F-8
ARTHUR ANDERSEN LLP
PROGRESSIVE BANCORPORATION, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994 AND 1993
TOGETHER WITH AUDITORS' REPORT
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors
of Progressive Bancorporation, Inc.:
We have audited the accompanying consolidated balance sheets of
Progressive Bancorporation, Inc. (a Louisiana corporation) and
subsidiary as of December 31, 1994 and 1993, and the related
consolidated statements of income, shareholders' equity, and cash
flows for each of the three years in the period ended December 31,
1994. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Progressive Bancorporation, Inc. and subsidiary as of December 31,
1994 and 1993 and the results of their operations and cash flows
for each of the three years in the period ended December 31, 1994,
in conformity with generally accepted accounting principles.
As discussed in Note 1, effective January 1, 1994 the Company
changed its method of accounting for investment securities.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
New Orleans, Louisiana,
February 10, 1995
<TABLE>
PROGRESSIVE BANCORPORATION, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND 1993
(Dollars in Thousands)
<CAPTION>
ASSETS
<S> <C> <C>
1994 1993
CASH AND DUE FROM BANKS (Note 11) $ 9,342 $ 4,098
INVESTMENT SECURITIES (Note 3):
Investment securities (market value of $54,947 in 1993) - 52,995
Investment securities available for sale 22,881 -
Investment securities held to maturity (market value of $24,371 in 1994) 25,656 -
Total investment securities 48,537 52,995
LOANS (Notes 4 and 11) 79,773 73,032
Less: Reserve for possible loan losses (Note 4) (1,216) (1,856)
Net loans 78,557 71,176
BANK PREMISES AND EQUIPMENT (Notes 5 and 10) 2,856 2,594
OTHER REAL ESTATE 302 319
ACCRUED INTEREST RECEIVABLE 912 869
GOODWILL 493 612
OTHER ASSETS 694 246
Total assets $141,693 $132,909
<FN>
<F1>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<TABLE>
PROGRESSIVE BANCORPORATION, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND 1993
(Dollars in Thousands)
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
1994 1993
DEPOSITS (Note 11):
Non-interest bearing $ 21,729 $ 18,202
Interest bearing 100,032 95,464
Total deposits 121,761 113,666
REPURCHASE AGREEMENTS - 1,000
OTHER BORROWED MONEY (Note 6) 6,196 5,612
ACCRUED TAXES, INTEREST AND EXPENSES 1,095 1,206
DEFERRED TAX LIABILITY (Note 7) 12 2,231
NOTE PAYABLE (Note 8) 2,735 -
NOTE PAYABLE TO AFFILIATED GROUP (Note 8) - 1,003
LIABILITY FOR STOCK SUBJECT TO TRANSFER (Note 8) - 1,889
Total liabilities 131,799 126,607
COMMITMENTS AND CONTINGENCIES (Note 11)
SHAREHOLDERS' EQUITY (Note 9):
Preferred stock, $1.00 par value, 1,000,000 shares authorized, 129,644 shares
issued and outstanding at December 31, 1994 and 1993; total liquidation
preference $12.50 per share plus cumulative unpaid dividends of $1,756 and
$1,594 at December 31, 1994 and 1993, respectively 130 130
Common stock, $.10 par value, 2,000,000 shares authorized, 617,670 and
627,670 shares issued and outstanding after deduction of treasury stock at
December 31, 1994 and 1993, respectively 65 65
Paid-in capital 2,016 2,016
Unrealized loss on investment securities available for sale (525) -
Accumulated earnings 8,233 4,114
Less: Treasury stock (33,642 and 23,642 shares at December 31, 1994
and 1993, respectively) (25) (23)
Total shareholders' equity 9,894 6,302
Total liabilities and shareholders' equity $141,693 $132,909
<FN>
<F1>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>
PROGRESSIVE BANCORPORATION, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
(Dollars in Thousands, except share data)
<S> <C> <C> <C>
1994 1993 1992
INTEREST INCOME:
Interest and fees on loans $ 7,858 $ 7,691 $ 7,305
Interest on securities-
U.S. Treasury and agencies 2,744 2,948 3,165
State and municipal 762 596 17
Interest on other investments 637 21 19
Interest on deposits with banks 125 87 188
Total interest income 12,126 11,343 10,694
INTEREST EXPENSE:
Interest on deposits 3,914 3,905 4,514
Interest on Federal funds purchased and repurchase agreements 16 24 -
Interest on notes payable and other borrowings 632 784 618
Total interest expense 4,562 4,713 5,132
NET INCOME 7,564 6,630 5,562
PROVISION FOR POSSIBLE LOAN LOSSES (Note 4) (648) 168 101
NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE
LOAN LOSSES 8,212 6,462 5,461
OTHER OPERATING INCOME:
Service charges on deposit accounts 931 933 861
Net securities gains (losses) (124) 63 114
Other income 549 466 306
Total other operating income 1,356 1,462 1,281
NON-INTEREST EXPENSE:
Salaries and benefits 2,582 2,228 1,894
Occupancy expense 603 469 419
Data processing fees to an affiliate (Note 10) - 265 243
FDIC assessments 265 256 237
Writedowns of Other Real Estate and other assets 67 339 518
Other operating expenses 1,780 1,668 1,359
Subsidiary earnings attributable to stock subject to transfer (Note 8) 151 386 209
Total non-interest expense 5,448 5,611 4,879
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM 4,120 2,313 1,863
PROVISION (BENEFIT) FOR INCOME TAXES (Note 7):
Current 908 778 117
Deferred (1,504) 144 (67)
(596) 922 50
NET INCOME BEFORE EXTRAORDINARY ITEM 4,716 1,391 1,813
EXTRAORDINARY ITEMS:
Extraordinary gain-forgiveness of debt (net of current and deferred
tax provisions of $156 and $2,225, respectively) - - 5,314
Extraordinary loss-early extinguishment of debt (net of deferred
tax benefit of $458 and $73 at December 31, 1994 and 1993,
respectively (597) (143) -
NET INCOME 4,119 1,248 7,127
UNPAID DIVIDENDS ON PREFERRED STOCK (Note 9) (162) (164) (179)
NET INCOME APPLICABLE TO COMMON STOCK $ 3,957 $ 1,084 $ 6,948
EARNINGS PER COMMON SHARE BEFORE EXTRAORDINARY ITEM $ 7.33 $ 1.94 $ 2.51
EXTRAORDINARY ITEM (.96) (.23) 8.16
EARNINGS PER COMMON SHARE (Note 9) $ 6.37 $ 1.71 $ 10.67
<FN>
<F1>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>
PROGRESSIVE BANCORPORATION, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT)
FOR THE YEARS ENDING DECEMBER 31, 1994, 1993 AND 1992
(Dollars in Thousands except share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unrealized Losses on Accumulated
Preferred Stock Common Stock Treasury Stock Paid-in Available for Sale Earnings
Shares Amount Shares Amount Shares Amount Capital Securities (Deficit)
BALANCE, December 31, 1991 142,954 $143 651,312 $65 - $ - $2,016 $ - $(4,250)
NET INCOME-1992 - - - - - - - - 7,127
BALANCE, December 31, 1992 142,954 143 651,312 65 - - 2,016 - 2,877
PURCHASE OF PREFERRED
STOCK (13,310) (13) - - - - - - (11)
PURCHASE OF TREASURY STOCK - - - - (23,642) (23) - - -
NET INCOME-1993 - - - - - - - - 1,248
BALANCE, December 31, 1993 129,644 130 651,312 65 (23,642) (23) 2,016 - 4,114
PURCHASES OF TREASURY STOCK - - - - (10,000) (2) - - -
UNREALIZED LOSSES ON
INVESTMENT SECURITIES - - - - - - - (525) -
NET INCOME-1994 - - - - - - - - 4,119
BALANCE, December 31, 1994 129,644 $130 651,312 $65 (33,642) $(25) $2,016 $(525) $ 8,233
<FN>
<F1>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>
PROGRESSIVE BANCORPORATION, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
(Dollars in Thousands)
<S> <C> <C> <C>
1994 1993 1992
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,119 $ 1,248 $ 7,127
Adjustments to reconcile net income to cash provided by operating
activities-
Writedowns of other real estate 67 332 398
Depreciation 326 220 209
Provision for loan losses (648) 168 101
Amortization of goodwill 118 118 118
Amortization of premium on investments, net of accretion of
discount on investments (31) 55 108
Extraordinary gain on forgiveness of debt - - (5,314)
Extraordinary loss on extinguishment of debt 597 143 -
Gain on sales of other real estate (146) (109) (48)
Net securities (gains) losses 124 (63) (114)
Subsidiary earnings attributable to stock subject to transfer 151 386 209
Accretion of discount on note payable 62 186 91
(Increase) decrease in other assets and accrued interest receivable (491) 108 125
Increase (decrease) in accrued liabilities (111) (150) 143
Deferred tax provision (benefit) (1,504) 144 (67)
Net cash provided by operating activities 2,633 2,786 3,086
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from debentures 750 - -
Proceeds from sales of investment securities 13,944 4,659 6,202
Proceeds from maturities on investment securities 10,936 10,529 11,986
Purchase of investment securities (22,083) (18,074) (24,463)
Net increase in loans (6,827) (2,337) (11,918)
Proceeds from sales of other real estate 352 244 500
Additions to bank premises and equipment (634) (393) (148)
Decrease in interest bearing deposits at banks - 49 89
Net cash used in investing activities (3,562) (5,323) (17,752)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in non-interest bearing demand deposits 3,527 (1,083) 4,626
Net increase (decrease) in interest bearing deposits other than
certificates of deposit (688) (411) 5,263
Net increase (decrease) in certificates of deposit 5,256 (9) (1,277)
Increase (decrease) in repurchase agreements (1,000) (35) 1,035
Net proceeds on debt restructure 3,900 - 579
Payments on notes (3,285) (446) -
Payment on liability for stock subject to transfer (2,119) - -
Increase in other borrowed money 584 1,678 3,934
Purchase of preferred stock - (24) -
Purchase of treasury stock (2) (23) -
Net cash provided by (used in) financing activities 6,173 (353) 14,160
NET INCREASE (DECREASE) IN CASH 5,244 (2,890) (506)
CASH AT BEGINNING OF YEAR 4,098 6,988 7,494
CASH AT END OF YEAR $ 9,342 $ 4,098 $6,988
SUPPLEMENTAL DISCLOSURE:
Income taxes paid $ 1,299 $ 1,140 $ 4
Cash interest expenses paid $ 4,586 $ 4,673 $5,218
NON-CASH TRANSACTIONS:
Loans transferred to other real estate $ 258 $ - $ 225
Loans made to facilitate sales of other real estate $ - $ 272 $ 373
<FN>
<F1>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
PROGRESSIVE BANCORPORATION, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, except share data)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
Progressive Bancorporation, Inc. (the Company) is a bank holding
company whose only subsidiary is Progressive Bank and Trust Company
(Progressive or the Bank).
The Company was incorporated under Louisiana law on July 5, 1983
and acquired 100% of the shares of Progressive Bancshares
Corporation, the former holding company of the Bank, effective
March 8, 1984.
Certain reclassifications have been made to the prior period
financial information in order to conform to current year
presentation.
The accounting principles and reporting policies of the Company
conform with generally accepted accounting principles. The
following is a description of the more significant of these
policies.
Consolidation
The consolidated financial statements include the accounts of the
Company and its 100% owned subsidiary, Progressive Bank and Trust
Company. Intercompany accounts and transactions are eliminated in
consolidation.
Investment Securities
Effective January 1, 1994, the Company adopted Financial Accounting
Standards Board (FASB) Statement No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." This standard
addresses the accounting and reporting for investments in equity
securities that have a readily determinable fair value and for all
investments in debt securities and requires classification of
securities as trading, available for sale or held to maturity.
Management determines the classification of its securities when
they are purchased. The Company does not engage in trading
activities related to any of its investment securities. Securities
which the Company has the intent and ability to hold until maturity
are classified as held to maturity. These securities are stated at
cost, adjusted for amortization of premiums and accretion of
discounts. Securities which may be sold in response to interest
rates, liquidity needs or other factors are classified as available
for sale. These securities are reflected at fair value, and net
unrealized gains or losses are reflected as a separate component of
shareholders" equity, net of income tax effects. As of January 1,
1994 the unrealized gain on available for sale securities, net of
tax effects, was $695.
During 1994, the Bank sold $14,839 of securities out of its
available for sale portfolio, resulting in gross realized losses of
$909 and gross realized gains of $35. In addition, the Company
realized a gain of $750 on the redemption of FCB debentures, as
discussed further in Note 3. No securities were sold from the
Bank's held to maturity portfolio. Prior to the adoption of FASB
Statement No. 115, the Company accounted for all securities at
cost, adjusted for amortization of premiums and accretion of
discounts. During 1993, the Bank sold $4,596 of its securities
resulting in gross realized gains of $78 and gross realized losses
of $15. During 1992, the Bank sold $6,088 of its securities
resulting in gross realized gains of $114 and no realized losses.
Interest earned on investment securities is included in interest
income. Amortization of premiums and accretion of discounts are
computed using the interest method. The adjusted cost of the
specific security sold is used to compute the gain or loss on the
sale of an investment security. Such gains or losses are shown
separately as a component of other income in the consolidated
statements of income.
Loans
Loans are stated at the principal balance outstanding less unearned
discount on consumer loans. Interest on loans, other than consumer
loans, is recognized as income based on the principal balance
outstanding. Interest on certain consumer loans is recognized as
income over the term of the loan using the sum-of-the-months-digits
method, which approximates the interest method. Loans are placed
on non-accrual status when, in the opinion of management, there
exists sufficient uncertainty as to the collectibililty of the
contractual principal. Income is recorded on a cash basis for non-
accrual loans.
Provision and Reserve for Possible Loan Losses
The provision for possible loan losses charged to operating expense
is determined by management based on a review of Progressive's past
loan loss experience and an evaluation of the quality of the
current loan portfolio. The reserve for possible loan losses is
based upon estimates, and ultimate losses may vary from current
estimates. These estimates are reviewed periodically and, as
adjustments become necessary, they are reported in earnings in the
periods in which they become known.
Premises and Equipment
Bank premises and equipment are stated at cost, less accumulated
depreciation. Depreciation expense is computed primarily on a
straight-line basis over the estimated useful lives of the
depreciable assets (Note 5). Maintenance and repairs are charged
to operating expense, and gains or losses on dispositions are
reflected currently in the consolidated statements of income.
Income Taxes
Income taxes are accounted for in accordance with Statement of
Financial Accounting Standards No. 109, which was adopted by the
Company on January 1, 1993. Under this statement, deferred income
taxes are provided for by the liability method (Note 7).
Other Real Estate
The cost basis of foreclosed real estate and other assets is
established at the lower of the loan balance or estimated fair
value less estimated selling costs at the time of foreclosure. Any
excess of the loan balance over the fair value less estimated
selling costs at foreclosure is charged to the reserve for possible
loan losses. The other real estate portfolio is evaluated
periodically and subsequent declines in the fair value of the
assets below the initial cost basis are reflected in earnings in
the period the decline is noted. Cost basis is periodically
adjusted for each asset as its fair value changes; however, the
carrying value of each asset never exceeds the initial cost basis.
Expenses associated with owning and operating other real estate and
gains and losses on disposition of such assets are recorded in
earnings in the period incurred.
Goodwill
The excess of cost over fair value of tangible assets acquired in
purchase transactions, identified as goodwill, is being amortized
to other operating expense on a straight-line basis over 15 years.
New Financial Accounting Standards
Statement of Financial Accounting Standards No. 107, issued by the
FASB during 1991, requires disclosure of fair value information for
financial instruments. The Company is required to adopt this
statement for the year ended December 31, 1995.
In November, 1992, the FASB issued Statement No. 112, "Employers'
Accounting for Postemployment Benefits," which is effective for the
Company for the year ended December 31, 1994. This statement had
no material impact on the Company.
In May, 1993, the FASB issued Statement No. 114, "Accounting by
Creditors for Impairment of a Loan," as amended by Statement No.
118, which requires that impaired loans that are within the scope
of this statement be measured based on the present value of
expected future cash flows discounted at the loan's effective
interest rate or at the loan's market price or the fair value of
the collateral if the loan is collateral dependent. Adoption of the
new standard is required for fiscal years beginning after December
15, 1994. The standard is to be adopted prospectively with the
effect of initially applying the standard to be reflected as an
adjustment to the Bank's provision for loan losses in the year of
adoption. As of December 31, 1994, $231 of loans would be impacted
by the standards. The effect, if any, the new standard may have on
the Bank's financial position and results of operations is not
expected to be significant.
In October, 1994, the FASB issued Statement No. 119, "Disclosure
about Derivative Financial Instruments and Fair Value of Financial
Instruments." The Company is required to adopt this statement for
the year ended December 31, 1995.
Regulatory Matters
Certain normal restrictions exist regarding the ability of the Bank
to transfer funds to the Company as loans, advances or dividends.
The Bank's capital ratios exceeded regulatory requirements as of
December 31, 1994.
2. MERGER PLAN:
On December 1, 1994, the Company and Hibernia Corporation
("Hibernia") entered into an Agreement and Plan of Merger (the
"Agreement") pursuant to which the Company would merge with and
into Hibernia and each outstanding share of the Company's preferred
stock would be converted into the right to receive cash in the
amount of $12.50 per share plus all accumulated and unpaid
dividends (totalling $1,756 as of December 31, 1994) and each
outstanding share of the Company's Common Stock would be converted
into the number of shares of Hibernia Class A Common Stock that
equals the exchange rate as determined on the closing date. The
exchange rate is based on 2,500,000 shares of Hibernia Class A
Common Stock being exchanged for all outstanding shares of the
Company's common stock.
The merger is subject, among other things, to receipt of regulatory
and shareholder approvals, and is currently expected to be
completed during the second quarter of 1995.
3. INVESTMENT SECURITIES:
The amortized cost and estimated fair value of investment
securities at December 31, were:
<TABLE>
<CAPTION>
1994
Amortized Gross Unrealized Estimated
Description Cost Gains Losses Fair Value
Available for Sale
<S> <C> <C> <C> <C>
U. S. Treasury $ 1,000 $ 10 $ - $ 1,010
U. S. government agencies:
Mortgage-backed securities 6,581 21 (296) 6,306
Collateral mortgage obligations 7,984 19 (279) 7,724
Other 1,832 - (43) 1,789
State and municipal obligations, net 5,509 16 (240) 5,285
Other 767 - - 767
Totals $ 23,673 $ 66 $ (858) $ 22,881
Held to Maturity
U. S. Treasury $ 395 $ - $ (19) $ 376
U. S. government agencies:
Mortgage-backed securities 10,170 26 (462) 9,734
Collateral mortgage obligations 2,013 - (177) 1,836
Other 3,584 - (131) 3,453
State and municipal obligations, net 9,494 - (522) 8,972
Totals $ 25,656 $ 26 $(1,311) $ 24,371
</TABLE>
<TABLE>
<CAPTION>
1993
Amortized Gross Unrealized Estimated
Description Cost Gains Losses Fair Value
Available for Sale
<S> <C> <C> <C> <C>
U. S. Treasury $ 4,996 $ 200 $ - $ 5,196
U. S. government agencies:
Mortgage-backed securities 17,657 561 (58) 18,160
Collateral mortgage obligations 14,859 311 (82) 15,088
Other 2,512 67 - 2,579
State and municipal obligations, net 12,265 981 (28) 13,218
Other 706 - - 706
Totals $ 52,995 $ 2,120 $ (168) $ 54,947
</TABLE>
Amortized cost and estimated fair value of debt securities at
December 31, 1994, by contractual maturity, are shown below.
Expected maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
Amortized Estimated
Cost Fair Value
Available for Sale
Due in 1 year or less $ 1,000 $ 1,010
Due after 1 year through 5 years 1,693 1,662
Due after 5 years through 10 years 3,534 3,416
Due after 10 years 2,881 2,763
Subtotal 9,108 8,851
Mortgage-backed securities, including
collateral mortgage obligations 14,565 14,030
Total $ 23,673 $ 22,881
Held to Maturity
Due in 1 year or less $ - $ -
Due after 1 year through 5 years 1,994 1,943
Due after 5 years through 10 years 1,190 1,110
Due after 10 years 10,289 9,748
Subtotal 13,473 12,801
Mortgage-backed securities, including
collateral mortgage obligations 12,183 11,570
Total $ 25,656 $ 24,371
The Bank's mortgage-backed securities consist of ownership
interests in pools of residential mortgages guaranteed by a U. S.
government agency with contract maturities ranging from 2 to 29
years; however, the underlying mortgages are subject to significant
prepayments, primarily when the contractual interest rates exceed
the current market rate on similar mortgages. Based on current
prepayment assumptions, the estimated average remaining life of
fixed rate mortgage-backed securities and collateral mortgage
obligations is approximately 5 years at December 31, 1994.
Investment securities with book values of $11,940 and $12,457 at
December 31, 1994 and 1993, respectively, were pledged to secure
public funds and for other purposes.
Progressive held a $750 investment in debentures of an affiliated
bank representing 12% mandatory convertible subordinated debentures
of First Continental Bancshares, Inc. (FCB). The debentures were
issued in 1986 and were to mature in 1996 with principal payment to
be made with 78 shares of FCB common stock per thousand in
debenture face value. During 1988, a reserve equal to the cost of
these debentures was recorded. During 1994, FCB and Hibernia
Corporation (Hibernia) merged. Under the terms of the agreement,
Hibernia redeemed all of the outstanding principal and accrued
interest related to FCB's outstanding debentures. The debenture
agreement required a redemption price of 105% if redeemed during
the twelve-month period ending November 15, 1994. Therefore, the
Bank received $750 of principal and accrued interest of $558 on
August 1, 1994 and a premium of approximately $38. As discussed
above, the Bank had assigned no value to the FCB debentures and
related accrued interest in the accompanying financial statements;
therefore, the Bank recognized income upon collection of the
principal, accrued interest and related premium. The accrued
interest and premium are included in interest on other investments.
The collection of principal is included in net securities gains
(losses).
4. LOANS AND RESERVE FOR POSSIBLE LOAN LOSSES:
The composition of the loan portfolio at December 31, was as
follows:
1994 1993
Commercial, financial and agricultural not
secured by real estate $13,123 $11,103
Real estate-construction 1,420 999
Real estate-mortgage 51,097 47,258
Consumer 14,656 14,212
Gross loans 80,296 73,572
Less: Unearned income (523) (540)
Total loans $79,773 $73,032
The Bank grants commercial, real estate and consumer loans to
customers located primarily in Terrebonne Parish and the
surrounding area. Although the Bank's portfolio consists of
business loans extending across many industry types, as well as
loans to individuals, a substantial portion of its debtors' ability
to honor their contracts is dependent upon the marine
transportation, agricultural and petro-chemical business economic
sectors.
The Bank evaluates the credit risk of each customer on an
individual basis and, where deemed appropriate, collateral is
obtained. Collateral varies by individual loan customer but may
include accounts receivable, inventory, real estate, equipment,
deposits, personal and government guarantees, and general security
agreements. Access to collateral is dependent upon the type of
collateral obtained. On an on-going basis, the Bank monitors its
collateral and the collateral value related to the loan balance
outstanding.
Nonperforming and under performing loans at December 31, were as
follows:
1994 1993
Loans:
90 days or more past due, but still accruing interest $ 4 $ 11
Non-accrual loans 231 75
Total nonperforming and under performing loans $ 235 $ 86
There was no income recognized on the cash basis for non-accrual
loans in 1994, 1993 and 1992, respectively. If the accrual of
interest on non-accrual loans had not been suspended, the income
recorded would have been approximately $11, $3, and $9 in 1994,
1993 and 1992, respectively. There were no material renegotiated
loans outstanding during 1994 or 1993.
In the opinion of management, progress has been made in its credit
risk management process, and only normal risk and loss potential
remain in the loan portfolio. Consequently, the Company does not
anticipate significant increases in the level of nonperforming
assets in the foreseeable future. The current level of
nonperforming assets is not anticipated to have a significant,
adverse effect on the results of operations of the Company.
Progressive's provision for possible loan losses charged to expense
is determined in accordance with the policy described in Note 1.
Transactions in the reserve for possible loan losses for 1994, 1993
and 1992 were as follows:
1994 1993 1992
Balance, beginning of year $1,856 $1,588 $1,553
Provision for possible loan losses (648) 168 101
Losses charged to the reserve (95) (84) (232)
Recoveries of loans previously charged-off 103 184 166
Balance, end of year $1,216 $1,856 $1,588
5. BANK PREMISES AND EQUIPMENT
Bank premises and equipment, stated at cost less accumulated
depreciation, were as follows at December 31, 1994 and 1993:
Estimated
Useful Lives 1994 1993
Land - $ 808 $ 808
Buildings 10-25 years 2,962 2,729
Furniture, fixtures and equipment 3-10 years 1,279 2,358
5,049 5,895
Less-accumulated depreciation (2,193) (3,301)
$2,856 $2,594
Depreciation included in occupancy expenses totalled $326, $220 and
$209 in 1994, 1993 and 1992, respectively. During the year, the
Company wrote off certain fully depreciated assets which were no
longer in use.
6. OTHER BORROWED MONEY:
Other borrowed money consists of borrowings from the Federal Home
Loan Bank with maturities ranging from 2-15 years. The rates on
these borrowings range from 4.6%-6.9% and are offset by mortgage
loans of similar duration with higher interest rates. The Company
collateralizes its other borrowings with a blanket floating lien on
portions of its residential loan portfolio, which had a value of
$12,672 at December 31, 1994.
7. FEDERAL INCOME TAX:
On January 1, 1993, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes."
The adoption of this statement did not have a material effect on
the Company's financial statements and is included in deferred tax
provision in the 1993 statement of income.
As of December 31, deferred income taxes consisted of the
following:
Tax Effect of
Temporary Differences
1994 1993
DEFERRED ASSETS:
Reserve for loan losses $ - $ 101
Other real estate 311 372
Unrealized loss on available for sale securities 270 -
Other 32 33
Subtotal 613 506
DEFERRED LIABILITIES:
Basis difference in investment in Bank - (1,883)
Bank premises and equipment (474) (469)
Note payable discount - (279)
Reserve for loan losses (119) -
Other (32) (7)
Subtotal (625) (2,638)
VALUATION ALLOWANCE - (99)
NET DEFERRED LIABILITY $ (12) $(2,231)
As of December 31, 1993, deferred taxes had been provided on the
difference between the book basis and the tax basis of the
Company's investment in the stock of the Bank. As a result of the
exercise of its option to repurchase the right to 19.5% ownership
of the Bank (see Note 8), whereby the Company will continue to own
100% of the Bank, and the merger agreement with Hibernia, the
Company has determined that such deferred taxes are no longer
required. Such amount has been recorded as a reduction of the
deferred tax provision in 1994.
Under SFAS No. 109, a valuation allowance must be established
against deferred tax assets if, based on all available evidence, it
is more likely than not that some or all of the assets will not be
realized. In 1993, the Company provided a valuation allowance to
the extent that a loss would have been generated for tax purposes
upon the transfer of 19.5% of its share of the Bank's stock (Note
8) due to the uncertainty regarding its ultimate realization. The
valuation allowance was reversed in 1994 as part of the tax benefit
on the extraordinary loss on early extinguishment of debt.
Total tax expense on income before taxes for 1994, 1993, and 1992
resulted in effective tax rates that differed from the Federal
statutory income tax rate. A reconciliation follows:
Consolidated
1994 1993 1992
Statutory Federal income tax rate 34.0% 34.0% 34.0%
Non-taxable income on investments and loans (5.7) (8.2) (0.9)
Amortization of purchase accounting adjustments 1.0 1.8 2.5
Reversal of basis differences (44.0) - -
Recognition of net operating loss carryforwards - - (37.1)
Alternative minimum taxes receivable - - (1.3)
Change in valuation allowance - 4.3 -
Other items .2 8.0 5.5
Effective tax rate (14.5%) 39.9% 2.7%
As of December 31, 1994, the Company has no operating loss
carryforward available to offset future taxable income for
financial statement or tax purposes.
The Company and its bank subsidiary have a tax sharing arrangement
whereby Progressive's income taxes are determined as if it were a
separate taxpayer. Any such taxes are payable by Progressive to
the Company if the Company is required to pay current taxes.
8. NOTES PAYABLE:
On May 18, 1992, the Company borrowed $2,250 from a group of
investors affiliated with the Bank (affiliated group). The note
bore interest at 17% with interest at 12% payable quarterly and
simple interest in excess of 12% due on April 30, 1997 along with
all principal outstanding. The loan proceeds were used to retire
the Company's debt, along with all accrued interest payable to the
previous lenders. The Company recognized an extraordinary gain on
the retirement of this debt of approximately $5,314, net of tax
effect, which is reflected in the accompanying consolidated
statements of income. At the earlier of April 30, 1997 or the
repayment of all principal and interest on the note, the affiliated
group had the right to effect the transfer of 435 shares,
representing 19.5% of the total number of issued and outstanding
shares of common stock of the Bank, from the Company to the
affiliated group. Until April 30, 1994, the Company had the option
to purchase the affiliated group's right to the stock at book
value. For financial statement purposes, the book value of the
19.5% interest in the outstanding common stock of the Bank at May
18, 1992 was calculated based on the Company's investment in the
Bank at that date and amounted to $1,294. The note payable to the
affiliated group was reduced by this amount as a discount which was
being accreted over the term of the note at 10.3% compounded
quarterly, or approximately 48% per year. The original discount
amount plus 19.5% of the undistributed earnings of the Bank from
May 18, 1992 was reflected in the consolidated balance sheet as
liability for stock subject to transfer. This amount was
equivalent to 19.5% of the book value of the Company's investment
in the Bank.
During 1993, the Company prepaid $446 of principal on this note,
resulting in accelerated accretion of the discount related to this
prepaid principal. On April 26, 1994, the Company retired this
note by paying the affiliated group approximately $1,800 in
principal and $300 in interest accrued through that date. As a
result of the early debt retirement, the Company recognized an
extraordinary loss of $597, net of tax effect, in April, 1994.
In connection with the affiliated debt retirement, the Company
exercised its option to purchase, for 19.5% of the book value of
the Bank's stockholders' equity as of March 31, 1994, the
affiliated group's right to receive 19.5% of the Company's
investment in the Bank's stock upon retirement of the debt. The
consideration paid to the affiliated group on April 26, 1994
amounted to approximately $2,100. This amount eliminated the
Company's liability for stock subject to transfer account balance
during April, 1994.
The Company obtained a loan from Hibernia National Bank amounting
to $3,904 to facilitate the retirement of the affiliated debt and
the exercise of its option to purchase the affiliated group's right
to receive 19.5% of the Company's investment in the Bank's stock.
The terms of the loan from Hibernia National Bank require quarterly
payments of principal and interest, with principal payments based
on a seven-year amortization and interest accruing at the Citibank
Prime Rate plus .60%. The loan is unsecured and matures on April
26, 1999. As of December 31, 1994, the Company owed $2,735 on the
loan to facilitate this debt extinguishment. Principal repayments
on this obligation are required as follows:
Year Amount Due
1995 $ 93
1996 558
1997 558
1998 558
1999 968
$2,735
9. SHAREHOLDERS' EQUITY:
Consolidated net income per common share is calculated based upon
weighted average common shares outstanding of 621,560 for the year
ended December 31, 1994, 632,878 for the year ending December 31,
1993 and 651,312 for the year ending December 31, 1992, with the
consolidated net income adjusted to reflect unpaid annual dividends
on cumulative preferred stock of $162 (at $1.25 per share) in 1994,
$164 (at $1.25 per share) in 1993, and $179 (at $1.25 per share) in
1992.
During 1993, the Company purchased and retired 13,310 shares of
preferred stock outstanding. The shares (face value of $13) and
all accumulated dividends in arrears related to the shares ($146
through the dates of purchase) were retired for $24. During 1994
and 1993, the Company purchased 10,000 and 23,642 shares of
outstanding common stock for $.10 per share and $1.00 per share,
respectively. The total costs of these purchases are reflected as
treasury stock in the consolidated balance sheets.
During 1993, the Bank declared a 1-for-100 reverse stock split,
which had the effect of reducing the number of outstanding shares
and increasing the par value of the Bank's common stock. The
purpose of the reverse stock split was to cash out small minority
interest owners of the Bank. All share amounts at Note 14 were
restated to reflect this reverse stock split. The reverse stock
split had no effect on the consolidated financial statements.
10. RELATED PARTY TRANSACTIONS:
Progressive has a number of banking relationships with other banks
which have certain significant shareholders and directors in
common. The most significant of these relationships relates to
loan participations purchased from and sold to these banks.
Participations purchased amounted to $2,947 and $2,337 and
participations sold totalled $3,775 and $3,716 at December 31, 1994
and 1993, respectively, related to these banks.
In September 1987, Progressive entered into an agreement with an
affiliated bank for data processing services. Fees paid under this
agreement were $265 and $243 in 1993 and 1992, respectively. This
agreement was terminated at the end of 1993. In 1994 Progressive
contracted with an outside third party to perform certain data
processing services and other such services were performed in-
house.
In 1993 and 1992 certain loan review, internal audit and consulting
services were performed for the Bank by a related bank. Charges
for these services are included in other operating expenses and
totalled approximately $43 and $40 in 1993 and 1992, respectively.
These services were discontinued at the end of 1993.
The Company sold land and buildings utilized as the main office and
operations center to the Bank in 1985 for $2,100 based on
appraisals obtained. These fixed assets had a net book value at
the time of sale of $1,527 and the Company recognized a gain of
$573. Due to the related party nature of this transaction, this
gain has not been recognized in the consolidated or parent company
financial statements, with the excess of sales price over book
basis being eliminated in consolidation. As of December 31, 1994,
$375 of net excess basis remains on the Bank's financial
statements.
In the ordinary course of business, Progressive makes loans to its
directors, principal shareholders and officers. These loans are
made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with other customers, and do not involve more than
normal risk of collectibility or present other unfavorable
features. An analysis of loans outstanding during 1994 to
directors, principal shareholders and officers, including their
family members and companies in which they have a significant
ownership interest, follows:
Balance Balance
12/31/93 Additions Repayments 12/31/94
$4,196 $2,945 $3,294 $3,847
11. COMMITMENTS AND CONTINGENCIES:
The Company is involved in various litigation which is routine to
the nature of its business. Management believes that resolution of
these matters will not result in any material adverse effect on the
financial statements.
Progressive is required to maintain cash on hand and non-interest
bearing balances with correspondent banks to fulfill its regulatory
reserve requirements. The average required reserve was
approximately $544 and $637 in 1994 and 1993, respectively.
In the normal course of business, there are various outstanding
commitments to extend credit which are not reflected in the
consolidated financial statements. At December 31, 1994 and 1993
outstanding commitments under standby letters of credit were
approximately $520 and $378, respectively.
Additionally, in the normal course of business, there are various
other commitments and contingent liabilities which are not
reflected in the financial statements. Loan commitments are
single-purpose commitments to lend which will be funded and reduced
according to specified repayment schedules. Most of these
commitments have maturities of less than one year. Total loan
commitments outstanding at December 31, 1994 were approximately
$2,458. Lines of credit are commitments to lend up to a specified
amount for a period not to exceed one year. Amounts outstanding
under lines of credit fluctuate because they are generally used to
finance short-term, seasonal working capital needs of the borrower.
Total unfunded lines of credit outstanding as of December 31, 1994
were approximately $6,805. The Bank also offers credit cards to
its customers; unfunded lines of credit outstanding under credit
card agreements were approximately $2,263 at December 31, 1994.
The Bank uses the same credit policies in making commitments and
issuing standby letters of credit as it does for on-balance-sheet
instruments. The Bank evaluates each customer's credit worthiness
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 certificates of deposit, accounts
receivable, inventory, property, plant and equipment, and income-
producing properties. There are no commitments which present an
unusual risk to the Bank, and no material losses are anticipated as
a result of these transactions.
The principal source of liquidity for Progressive is core deposits.
Progressive has none of its deposits brokered or purchased in the
national market. At December 31, 1994, 30% of Progressive's
interest-bearing deposits were equal to or exceeded $100. In
management's opinion, funding and liquidity at Progressive is
adequate to meet its current financial commitments.
12. EMPLOYEE BENEFIT PLANS:
Effective January 1, 1988, the Company adopted a defined
contribution savings plan for its employees. Under the terms of
the plan, the Company makes a matching contribution of no less than
40% of the first 3% of the employee's compensation contributed.
For both 1994 and 1993, the employer made discretionary
contributions as authorized by the Board of Directors of 200% of
the first 4% and 3%, respectively, of the employees' compensation
contributed, resulting in contributions of $119 and $76,
respectively. The Company offers no postretirement benefits to its
employees.
The Chief Executive Officer has an employment agreement which
provides for a payment of three years' salary upon change of
control of the Company. In addition, retention agreements were
adopted in 1994 to encourage certain other officers of the Bank to
continue their employment with the Bank in the context of ongoing
merger discussions between the Company and certain non-affiliated
financial institutions. These agreements were executed primarily
to maintain stability within the organization and reduce the risk
of loss of key members of management before consummation of any
potential merger or acquisition of the Company. The retention
agreements, including the Chief Executive's employment agreement,
provide that if the Officers and Executive Officers remain with the
Bank through the consummation of a merger, and certain other
conditions are satisfied, they would receive additional
compensation aggregating approximately $862. This amount will be
recorded as compensation expense upon consummation of the merger
discussed in Note 2.
13. PARENT COMPANY ONLY FINANCIAL INFORMATION:
Condensed financial statements of Progressive Bancorporation, Inc.,
parent company only, follow:
PROGRESSIVE BANCORPORATION, INC.
CONDENSED BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND 1993
(Dollars in Thousands)
1994 1993
ASSETS:
Cash and temporary investments held at subsidiary bank $ 289 $ 1,136
Investment securities 395 -
Investment in subsidiary bank 11,306 9,706
Goodwill 493 612
Other assets 188 124
Total assets $12,671 $ 11,578
LIABILITIES:
Deferred tax liability $ - $ 2,261
Notes payable 2,735 1,003
Liability for stock subject to transfer - 1,889
Other liabilities 42 123
Total liabilities 2,777 5,276
SHAREHOLDERS' EQUITY:
Preferred stock 130 130
Common stock 65 65
Paid-in capital 2,016 2,016
Retained earnings 8,233 4,114
Unrealized loss on available for sale securities (525) -
Treasury stock (25) (23)
Total shareholders' equity 9,894 6,302
Total liabilities and shareholders' equity $12,671 $ 11,578
PROGRESSIVE BANCORPORATION, INC.
CONDENSED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
(Dollars in Thousands)
1994 1993 1992
REVENUES:
Other income $ 29 $ 34 $ 28
29 34 28
EXPENSES:
Interest and other expenses 519 659 534
Amortization of purchase accounting adjustments 127 122 122
Stock subject to transfer expense 797 1,167 865
LOSS BEFORE TAXES, DIVIDENDS, EQUITY IN
UNDISTRIBUTED INCOME OF SUBSIDIARY BANK AND
EXTRAORDINARY ITEM (768) (1,133) (837)
BENEFIT FOR INCOME TAXES 2,021 82 1,169
DIVIDENDS FROM SUBSIDIARY BANK 1,339 446 -
EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARY
BANK 2,124 1,996 1,481
NET INCOME BEFORE EXTRAORDINARY ITEM 4,716 1,391 1,813
EXTRAORDINARY ITEMS:
Debt forgiveness - - 5,314
Debt extinguishment (597) (143) -
NET INCOME $ 4,119 $ 1,248 $ 7,127
<TABLE>
<CAPTION>
PROGRESSIVE BANCORPORATION, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
(Dollars in Thousands)
1994 1993 1992
<C> <S> <S> <S>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 4,119 $ 1,248 $ 7,127
Adjustments to reconcile net income to cash provided by
operating activities:
Amortization of purchase accounting adjustments 127 122 122
Accretion of note payable discount 62 186 91
Equity in subsidiary Bank's net income (3,463) (2,442) (1,481)
Extraordinary gain on forgiveness of debt - - (5,314)
Extraordinary loss on early extinguishment of debt 597 143 -
Decrease in other assets (72) - (20)
Increase (decrease) in liability for stock subject to transfer (1,889) 386 269
Increase (decrease) in other liabilities (1,885) 66 230
Net cash provided by (used in) operating activities (2,404) (423) 1,024
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities (395) - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of notes payable (3,285) (446) -
Net proceeds on debt restructure 3,900 - 579
Purchase of preferred stock - (24) -
Purchase of treasury stock (2) (23) -
Dividends from subsidiary bank 1,339 446 -
Net cash provided by (used in) financing activities 1,952 (47) 579
NET INCREASE (DECREASE) IN CASH (847) (470) 1,603
CASH AT BEGINNING OF YEAR 1,136 1,606 3
CASH AT END OF YEAR $ 289 $ 1,136 $ 1,606
CASH INTEREST EXPENSES PAID $ 293 $ 268 $ 135
CASH INCOME TAXES PAID $ 1,299 $ 259 $ 4
</TABLE>
14. BANK ONLY FINANCIAL INFORMATION:
The condensed balance sheets and statements of income of Progressive Bank and
Trust follow:
<TABLE>
<CAPTION>
PROGRESSIVE BANK AND TRUST COMPANY
CONDENSED BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND 1993
(Dollars in Thousands)
ASSETS
1994 1993
<S> <C> <C>
CASH AND DUE FROM BANKS $ 9,342 $ 4,098
INVESTMENTS, at cost - 52,995
INVESTMENTS, available for sale 22,881 -
INVESTMENTS, held to maturity 25,261 -
LOANS 79,773 73,032
Less-Reserve for possible loan losses (1,216) (1,856)
Net loans 78,557 71,176
BANK PREMISES AND EQUIPMENT 3,231 2,989
OTHER REAL ESTATE 302 319
ACCRUED INTEREST RECEIVABLE 908 869
OTHER ASSETS 510 122
Total assets $ 140,992 $ 132,568
LIABILITIES AND SHAREHOLDER'S EQUITY
DEPOSITS:
Non-interest bearing $ 21,729 $ 18,202
Interest bearing 100,321 96,600
Total deposits 122,050 114,802
REPURCHASE AGREEMENTS - 1,000
OTHER BORROWED MONEY 6,196 5,612
ACCRUED TAXES, INTEREST AND EXPENSES 1,066 1,056
Total liabilities 129,312 122,470
SHAREHOLDER'S EQUITY:
Common stock, $500 par value at December 31, 1994 and 1993,
2,232 shares issued and outstanding at December 31, 1994 and 1993 1,116 1,116
Paid-in capital 3,883 3,883
Unrealized loss on available for sale securities (525) -
Retained earnings 7,206 5,099
Total shareholder's equity 11,680 10,098
Total liabilities and shareholder's equity $ 140,992 $ 132,568
</TABLE>
<TABLE>
<CAPTION>
PROGRESSIVE BANK AND TRUST COMPANY
CONDENSED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
(Dollars in Thousands)
1994 1993
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 7,858 $ 7,691
Interest on securities-
U. S. Treasury and agencies 2,732 2,969
State and municipal 762 596
Interest on other investments 637 -
Interest on deposits with banks 125 87
Total interest income 12,114 11,343
INTEREST EXPENSE:
Interest on deposits 3,931 3,939
Interest on Federal funds purchased and repurchase agreements 16 24
Interest on other borrowings 335 339
Total interest expense 4,282 4,302
NET INTEREST INCOME 7,832 7,041
PROVISION FOR POSSIBLE LOAN LOSSES (648) 168
NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 8,480 6,873
OTHER OPERATING INCOME:
Service charges on deposit accounts 931 933
Net securities gains (losses) (124) 63
Other income 547 466
Total other operating income 1,354 1,462
NON-INTEREST EXPENSE:
Salaries and benefits 2,582 2,228
Occupancy expense 620 486
Data processing fees to an affiliate - 265
Other operating expenses 1,761 1,927
Total non-interest expense 4,963 4,906
INCOME BEFORE INCOME TAXES 4,871 3,429
PROVISION FOR INCOME TAXES:
Current 1,125 977
Deferred 300 27
1,425 1,004
NET INCOME $ 3,446 $ 2,425
</TABLE>
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 3.1 to Registrant's Annual Report on
Form 10-K filed with the Commission by the
Registrant (Commission File No. 0-7220) is
hereby incorporated by reference (Articles of
Incorporation of the Registrant, as amended to
date)
3.2 Exhibit 3.2 to the Registrant's Annual Report
on Form 10-K filed with the Commission by the
Registrant (Commission File No. 0-7220) is
hereby incorporated by reference (By-Laws of
the Registrant, as amended to date)
4.1 Pursuant to Item 601(b) (4) (iii) of Regulation S-
K, instruments defining the rights of holders of
long-term debt of the Registrant and its
consolidated subsidiaries are not being filed as
the total amount of securities authorized
thereunder does not exceed 10% of the total assets
of the Registrant and its subsidiaries on a
consolidated basis. The Registrant hereby agrees
to furnish copies of such instruments to the
Commission upon request.
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 Exhibit M and N to the Registrant's definitive
proxy statement dated September 27, 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 September 27, 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)
10.34 Exhibit C to the Registrant's definitive proxy
statement dated September 27, 1992 relating to
its 1993 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 number 0-7220) is hereby
incorporated by reference (Employment
Agreement between Stephen A. Hansel and
Hibernia Corporation)
10.37 Exhibit 10.37 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1994 (Commission File No. 0-7220)
is hereby incorporated by reference
(Employment agreement between J. Herbert
Boydstun and Hibernia Corporation)
10.38 Exhibit 10. 38 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1994 (Commission File No. 0-7220)
is hereby incorporated by reference
(Employment agreement between E. R. Campbell,
Jr. and Hibernia Corporation)
22 Exhibit 22 to the Annual Report on Form 10-K
of the Registrant for the fiscal year ended
December 31, 1994 filed with the Commission
(Commission file No. 0-7220) is hereby
incorporated by reference (Subsidiaries of the
Registrant)
23(a) Consent of Patricia C. Meringer, Esq.
(included with Exhibit 5)*
23(c) Consent of Ernst & Young LLP
Consent of Arthur Anderson LLP
Consent of Montgomery Securities, Inc.
(included with Appendix B to Prospectus)
24 Powers of Attorney
28.23 Exhibit 28.22 to a Current Report on Form 8-K
dated January 27, 1995 filed with the
Commission is hereby incorporated by reference
(News release issued by the Registrant)
28.24 Exhibit 28.23 to a Current Report on Form 8-K
dated March 2, 1995 filed with the Commission
is hereby incorporated by reference (News
release issued by the Registrant)
28.25 Exhibit 28.23 to a Current Report on Form 8-K
dated March 20, 1995 filed with the Commission
is hereby incorporated by reference (News
release issued by the Registrant)
- -------
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.
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 April 11, 1995.
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 April 11, 1995.
Signatures Title
*
_____________________________ Chairman of the Board
Robert H. Boh
*
_____________________________ Chief Executive Officer
Stephen A. Hansel and Director
*
_____________________________ Chief Financial Officer
Robert W. Close
*
_____________________________ Chief Accounting Officer
Ron E. Samford, Jr.
*
_____________________________ Director
W. James Amoss, Jr.
*
_____________________________ Director
J. Terrell Brown
*
_____________________________ Director
J. Herbert Boydstun
*
_____________________________ 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
H. Duke Shackelford
*
_____________________________ Director
James H. Stone
*
_____________________________ Director
Virgnia E. Weinmann
*
_____________________________ Director
E. L. Williamson
*
_____________________________ Director
Robert E. Zetzmann
*By: /s/ PATRICIA C. MERINGER
Patricia C. Meringer
Attorney-in-Fact
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(c) Consent of Ernst & Young
Consent of Arthur Andersen LLP
Consent of Montgomery Securities
24 Powers of Attorney
________
EXHIBIT 5
April 5, 1995
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 Progressive Bancorporation, Inc.
("Progressive") in which the shareholders of Progressive will
receive the Shares in exchange for their shares of common stock of
Progressive 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 Progressive 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,
/s/ PATRICIA C. MERINGER
Patricia C. Meringer
Associate Counsel
and Secretary
EXHIBIT 23 (c)(i)
CONSENT OF ERNST & YOUNG LLP
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts"
in this Registration Statement (Form S-4) and related Prospectus of
Hibernia Corporation for the registration of 2,500,000 shares of
its common stock to be issued pursuant to its proposed merger with
Progressive Bancorporation, Inc. and to the incorporation by
reference therein of our report dated January 9, 1995, with
respect to the consolidated financial statements of Hibernia
Corporation incorporated by reference in its Annual Report (Form
10-K) for the year ended December 31, 1994 filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
New Orleans, Louisiana
March 30, 1995
EXHIBIT 23(c)(ii)
CONSENT OF ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our report dated February 10, 1995, with respect to the balance
sheets of Progressive Bancorporation, Inc. as of December 31, 1994 and 1993,
and the related statements of income, shareholders' equity, and cash
flows for the three years in the period ended December 31, 1994 and to
all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
New Orleans, Louisiana
April 7, 1995
Exhibit 23(c)(iii)
Consent of Montgomery Securities
EXHIBIT 24
April 6, 1995
Progressive Bancorporation, Inc.
One Progressive Square
Houma, LA 70360
Gentlemen:
This letter will constitute our consent to include our opinion dated
December 1, 1994 regarding the sale of Progressive Bancorporation, Inc. (the
"Company"), in the Company's proxy statement (the "Proxy Statement") and the
summary of our opinion in such Proxy Statement. In giving the foregoing
consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of the 1933, as
amended (the "Securities Act"), or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder, nor do we admit
that we are experts with respect to any part of such Proxy Statement within
the meaning of the term "expert" as used in the Securities Act and the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
MONTGOMERY SECURITIES
By: /s/ J. RICHARD FERDERICH
J. Richard Ferderich
POWERS OF ATTORNEY
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/W. JAMES AMOSS, JR.
W. James Amoss, Jr.
Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/ROBERT H. BOH
Robert H. Boh
Chairman and Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/J. HERBERT BOYDSTUN
J. Herbert Boydstun
Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/J. TERRELL BROWN
J. Terrell Brown
Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/E.R. "BO" CAMPBELL
E. R. "Bo" Campbell
Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/BROOKE H. DUNCAN
Brooke H. Duncan
Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/RICHARD W. FREEMAN, JR.
Richard W. Freeman, Jr.
Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/ROBERT L. GOODWIN
Robert L. Goodwin
Director
HIBERNIA CORPORATION
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 Progressive Bancorporation, Inc.
("Progressive") wherein the Corporation agrees to exchange shares
of its common stock for all of the outstanding shares of common
stock of Progressive and merge Progressive into the Corporation,
authorized by resolutions adopted by the Board of Directors on
December 13, 1994, 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 24th day of January, 1995.
S/STEPHEN A. HANSEL
Stephen A. Hansel
President, Chief Executive Officer
and Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/DICK H. HEARIN
Dick H. Hearin
Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/ROBERT T. HOLLEMAN
Robert T. Holleman
Director
HIBERNIA CORPORATION
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 Progressive Bancorporation, Inc. ("Progressive") wherein the
Corporation agrees to exchange shares of its common stock for all
of the outstanding shares of common stock of Progressive and merge
Progressive into the Corporation, authorized by resolutions adopted
by the Board of Directors on December 13, 1994, 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 24th day of January, 1995.
S/HUGH J. KELLY
Hugh J. Kelly
Vice Chairman and Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/ELTON R. KING
Elton R. King
Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/JOHN P. LABORDE
John P. Laborde
Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/SIDNEY W. LASSEN
Sidney W. Lassen
Director
HIBERNIA CORPORATION
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 Progressive Bancorporation, Inc. ("Progressive") wherein the
Corporation agrees to exchange shares of its common stock for all
of the outstanding shares of common stock of Progressive and merge
Progressive into the Corporation, authorized by resolutions adopted
by the Board of Directors on December 13, 1994, 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 24th day of January, 1995.
S/DONALD J. NALTY
Donald J. Nalty
Vice Chairman and Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/ROBERT T. RATCLIFF
Robert T. Ratcliff
Director
HIBERNIA CORPORATION
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
shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/H. DUKE SHACKELFORD
H. Duke Shackelford
Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/JAMES H. STONE
James H. Stone
Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/VIRGINIA EASON WEINMANN
Virginia Eason Weinmann
Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/ERNEST L. WILLIAMSON
Ernest L. Williamson
Director
HIBERNIA CORPORATION
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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/ROBERT E. ZETZMANN
Robert E. Zetzmann
Director
HIBERNIA CORPORATION
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, 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 Progressive
Bancorporation, Inc. ("Progressive") wherein the Corporation agrees
to exchange shares of its common stock for all of the outstanding
shares of common stock of Progressive and merge Progressive into
the Corporation, authorized by resolutions adopted by the Board of
Directors on December 13, 1994, 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 24th day of January, 1995.
S/RON E. SAMFORD, JR.
Ron E. Samford, Jr.
Controller
HIBERNIA CORPORATION
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 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 Progressive Bancorporation, Inc. ("Progressive") wherein the
Corporation agrees to exchange shares of its common stock for all
of the outstanding shares of common stock of Progressive and merge
Progressive into the Corporation, authorized by resolutions adopted
by the Board of Directors on December 13, 1994, 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 24th day of January, 1995.
S/ROBERT W. CLOSE
Robert W. Close
Treasurer and Chief Financial Officer
HIBERNIA CORPORATION
