SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994. Commission file No. 1-10294
HIBERNIA CORPORATION
(Exact name of registrant as specified in its charter)
LOUISIANA 72-0724532
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
313 CARONDELET STREET, NEW ORLEANS, LOUISIANA 70130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 533-5332
Securities registered pursuant to Section 12(b) of the Act:
CLASS A COMMON STOCK, NO PAR VALUE
(Title of class)
NEW YORK STOCK EXCHANGE
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the voting stock held by
non-affiliates of the Registrant as of February 28, 1995.
Class A Common Stock, no par value - $806,600,021
State the aggregate number of shares outstanding of each of
the Registrant's classes of common stock as of February 28, 1995.
Class A Common Stock, no par value - 109,138,341
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's annual report to shareholders for the year ended
December 31, 1994 are incorporated by reference into Parts I and II of this
Report.
Portions of the Registrant's definitive proxy statement, which was filed on
March 17, 1995, are incorporated by reference into Part III of this Report.
<PAGE>
INDEX TO FORM 10-K
Certain information required by Form 10-K is incorporated by reference from
the Annual Report as indicated below. Only that information expressly
incorporated by reference is deemed filed with the Commission.
PART I
Item 1 Business *
Item 2 Properties *
Item 3 Legal Proceedings *
Item 4 Submission of Matters to a Vote of Security Holders None
Item X Identification of Executive Officers *
PART II
Item 5 Market of the Registrant's Common Equity and Related
Stockholder Matters ***
Item 6 Selected Financial Data ***
Item 7 Management Discussion and Analysis of Financial
Condition and Results of Operations ***
Item 8 Financial Statements and Supplementary Data ***
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure None
PART III(1)
Item 10 Directors and Executive Officers of the Registrant
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and Management
Item 13 Certain Relationships and Related Transactions
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements
Independent Auditors' Report ***
Hibernia Corporation and Subsidiary:
Consolidated Balance Sheets - December 31,
1994 and 1993 ***
Consolidated Income Statements - Years
Ended December 31, 1994, 1993 and 1992 ***
Consolidated Statements of Changes in
Shareholders' Equity - Years Ended
December 31, 1994, 1993 and 1992 ***
Consolidated Statements of Cash Flows -
Years Ended December 31, 1994, 1993
and 1992 ***
Notes to Consolidated Financial Statements ***
(b) Reports on Form 8-K **
Item 2 Other Event October 11, 1994
Item 5 Other Event November 2, 1994
Item 5 Other Event November 8, 1994
Item 5 Other Event January 27, 1995
Item 2 Other Event February 15, 1995
Item 5 Other Event March 2, 1995
Item 5 Other Event March 20, 1995
(c) Exhibits **
* This information is included in the Form 10-K and is not incorporated by
reference to the Annual Report.
** Reports on Form 8-K and Exhibits have been separately filed with the
Commission.
*** This information is included in Exhibit 13
(1) The material required by Items 10 through 13 is incorporated by reference to
the Company's definitive Proxy Statement pursuant to Instruction G of Form 10-K.
The Company filed a definitive Proxy Statement with the Commission on March 17,
1995, however, the "Report of Executive Compensation Committee" and the
"Performance Graph" contained therein are not incorporated herein by reference.
<PAGE>
PART I
ITEM 1. BUSINESS
Hibernia Corporation ("Company") is a bank holding company
organized in 1972 and, as of December 31, 1994, was the second-
largest bank holding company in Louisiana with assets of $6.3
billion and deposits of $5.5 billion. Hibernia National Bank, the
Company's sole bank subsidiary ("Bank") was chartered in 1933 and
at December 31, 1994 had 143 branches located throughout Louisiana.
Hibernia Corporation's most significant asset is its investment in
the Bank, and its major source of income in 1995 is expected to be
interest on its deposits in the Bank and potential dividends from
the Bank. In addition to Hibernia National Bank, the Company also
owns Zachary Taylor Life Insurance Company. This wholly owned
subsidiary is currently inactive, and the Company has an agreement
with the Federal Reserve Bank whereby the Company will not actively
operate this subsidiary as an insurance company without Federal
Reserve Board approval.
The Bank offers a range of retail and commercial banking
services and products, including retail, commercial, international,
mortgage and private banking; treasury management; trust;
brokerage; and alternative investments, including mutual funds and
annuities.
The Bank provides financial risk management products and
advisory services to its customers. These products are designed to
assist customers in managing their exposure in the areas of
interest rate, currency and commodity risks. The Bank also offers
repurchase agreements, bankers acceptances, Eurodollar access,
safekeeping of securities, U.S. Government and Government agency
obligations, tax-free municipal obligations, reverse repurchase
agreements, letters of credit, and collection and foreign exchange
transactions. At December 31, 1994, the Bank performed mortgage
servicing, which includes acceptance and application of mortgage
loan and escrow payments, for approximately 33,000 residential
loans.
The trust division of the Bank offers a variety of agency,
fiduciary, investment advisory, employee benefit and custodial
services. Through Tower Investors, Inc., a wholly-owned subsidiary
of the Bank, the Bank sells fixed and variable annuities in retail
markets. The Bank also provides retail and discount brokerage
services through Hibernia Investment Securities, Inc. ("HISI"), a
wholly-owned subsidiary of the Bank. HISI is a registered broker-
dealer and member of the National Association of Securities
Dealers, Inc.
COMPETITION
There is significant competition among banks and bank holding
companies in Louisiana. The Bank competes with national and state
banks for deposits, loans, and trust accounts and with savings and
loan associations and credit unions for loans and deposits. In
addition, the Bank competes with other providers of financial
services, including finance companies, institutional buyers of
commercial paper, money market funds, brokerage firms, investment
companies, insurance companies and several governmental agencies,
which are all actively engaged in marketing various types of loans,
commercial paper, short-term obligations, investments and other
services. Commercial banking institutions located outside
Louisiana also compete for banking business in the Bank's marketing
area.
On December 31, 1992, the Company completed the sale of its
former bank subsidiary, Hibernia National Bank in Texas ("Texas
Bank") to Comerica Incorporated. In connection with this sale, the
Company agreed not to engage in banking business in the state of
Texas for a three-year period commencing December 31, 1992.
SUPERVISION AND REGULATION
The banking industry is extensively regulated under both
federal and state law. The Company is subject to regulation under
the Bank Holding Company Act of 1956 ("BHCA") and to supervision by
the Board of Governors of the Federal Reserve System ("FRB"). The
BHCA requires the Company to obtain the prior approval of the
Federal Reserve Board for bank acquisitions, limits the acquisition
of shares of out-of-state banking organizations unless permitted by
state law and prescribes limitations on the nonbanking activities
of the Company. The Bank is subject to regulation and examination
by the Office of the Comptroller of the Currency ("OCC").
The Federal Deposit Insurance Corporation Improvement Act of
1991 ("FDICIA") further expanded the regulatory and enforcement
powers of bank regulatory agencies. Among the significant
provisions of FDICIA is the requirement that bank regulatory
agencies prescribe standards relating to internal controls,
information systems, loan documentation, credit underwriting,
interest rate exposure, asset growth, compensation, fees and
benefits. FDICIA mandates annual examinations of banks by their
primary regulators.
The banking industry is affected by the monetary and fiscal
policies of the Federal Reserve Board. An important function of
the Federal Reserve Board is to regulate the national supply of
bank credit to moderate recessions and to curb inflation. Among
the instruments of monetary policy used by the Federal Reserve
Board to implement its objectives are: open-market operations in
U.S. Government securities, changes in the discount rate on bank
borrowings and changes in reserve requirements on bank deposits.
HISI is regulated by the Securities and Exchange Commission,
the National Association of Securities Dealers, Inc., and the
Louisiana Office of Financial Institutions through the Deputy
Commissioner of Securities.
Zachary Taylor Life Insurance Company is regulated by the
Louisiana Commissioner of Insurance.
<PAGE>
<TABLE>
<CAPTION>
LOAN PORTFOLIO
The amounts and percentages of loans outstanding by types of loans (including unearned discount) are
as follows:
December 31
($ in thousands) 1994 1993 1992 1991 1990
-------------- ------------- --------------- --------------- -----------------
% of % of % of % of % of
Amount Total Amount Total Amount Total Amount Total Amount Total
--------------- -------------- ---------------- ---------------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Commercial, financial
and agricultural $859,401 25 % $708,640 24 % $804,861 27 % $1,195,827 26 % $1,439,970 25 %
Real estate - construction 37,904 1 32,679 1 19,995 1 73,799 2 116,139 2
Real estate - mortgage 1,600,788 48 1,554,366 53 1,616,123 54 2,175,417 50 3,082,996 53
Consumer 785,411 23 566,286 19 470,578 16 874,989 20 1,102,204 19
All other 100,030 3 94,180 3 52,666 2 70,239 2 85,651 1
$3,383,534 100 % $2,956,151 100 % $2,964,223 100 % $4,390,271 100 % $5,826,960 100 %
</TABLE>
SELECTED LOAN MATURITIES
The following table shows selected categories of loans
outstanding as of December 31, 1994, which, based on remaining
scheduled repayments of principal, are due in the periods
indicated. In addition, the amounts contractually due after one
year are summarized according to their interest sensitivity.
<TABLE>
<CAPTION>
Maturing
-------------------------------------------------------------------
After One
Within But Within After
($ in thousands) One Year Five Years Five Years Total
---------- ----------- ----------- --------
<S> <C> <C> <C> <C>
Commercial, financial and
agricultural $363,700 $349,193 $146,508 $859,401
Real estate - construction 35,252 1,919 733 $37,904
$398,952 $351,112 $147,241 $897,305
</TABLE>
<TABLE>
<CAPTION>
Interest Sensitivity
--------------------------
Fixed Variable
Rate Rate
---------------------------
<S> <C> <C>
Due after one but within five years $68,408 $282,704
Due after five years 26,069 121,172
$94,477 $403,876
</TABLE>
<PAGE>
<TABLE>
SUMMARY OF LOAN LOSS EXPERIENCE
<CAPTION>
Year Ended December 31
($ in thousands) 1994 1993 1992 1991 1990
------- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Balance of reserve for
possible loan losses
at beginning of period $172,535 $199,518 $223,294 $170,454 $87,346
Addition due to bank
acquisitions - 359 - - 3,000
Loans charged off:
Commercial, financial,
and agricultural (7,108) (12,290) (38,399) (43,582) (39,273)
Real estate-construction (54) (265) (1,555) (6,513) (3,952)
Real estate-mortgage (5,327) (11,183) (36,106) (71,364) (34,245)
Consumer (11,433) (17,573) (20,344) (19,969) (24,567)
All other (1) - (311) (639) (391)
Total loans charged
off (23,923) (41,311) (96,715) (142,067) (102,428)
Recoveries of loans
previously charged off:
Commercial, financial,
and agricultural 7,031 6,899 6,600 3,307 1,737
Real estate-construction 97 176 246 52 300
Real estate-mortgage 6,266 5,993 5,466 2,819 820
Consumer 3,751 4,571 4,620 4,364 4,282
All other 70 64 420 15 10
Total recoveries 17,215 17,703 17,352 10,557 7,149
Net loans charged off (6,708) (23,608) (79,363) (131,510) (95,279)
Additions to reserve
charged to operating
expense (17,231) (3,734) 71,093 184,350 175,387
Reduction due to sale
of Texas bank - - (15,506) - -
Balance at end of period $148,596 $172,535 $199,518 $223,294 $170,454
Ratio of net charge-offs
to average loans outstanding 0.22% 0.83% 2.25% 2.51% 1.67%
</TABLE>
<PAGE>
ALLOCATION OF RESERVE FOR LOAN LOSSES
The reserve for possible loan losses has been allocated
according to the amount deemed to be reasonably necessary to
provide for the possibility of losses being incurred within the
categories of loans set forth in the table below. See "Reserve and
Provision for Possible Loan Losses" in Management's Discussion and
Analysis of Financial Condition and Results of Operations in the
Registrant's Annual Report to Shareholders for a discussion of the
factors which influence management's judgement in determining the
adequacy of the reserve for loan losses.
<TABLE>
<CAPTION>
($ in thousands) 1994 1993 1992 1991 1990
------ ------ ----- ------- --------
<S> <C> <C> <C> <C> <C>
Reserve at end of period:
Commercial, financial and
agricultural $40,476 $55,110 $53,008 $79,143 $45,878
Real estate-construction 870 972 836 5,154 5,477
Real estate-mortgage 50,934 65,180 58,683 75,950 71,258
Consumer 19,616 17,473 20,891 19,716 30,502
Not allocated 36,700 33,800 66,100 43,331 17,339
$148,596 $172,535 $199,518 $223,294 $170,454
</TABLE>
<PAGE>
MATURITIES OF LARGE-DENOMINATION CERTIFICATES OF DEPOSIT
The following table shows large denomination certificates of
deposit as of December 31, 1994 by remaining maturity.
<TABLE>
<CAPTION>
($ in thousands) Domestic Foreign
-------- ------
<S> <C> <C>
3 months or less $485,562 $34,004
Over 3 months through 6 months 178,944 -
Over 6 months through 12 months 40,894 -
Over 12 months through 5 years 23,274 -
Over 5 years 5,689 -
Total $734,363 $34,004
</TABLE>
<PAGE>
SHORT-TERM BORROWINGS
The following table summarizes pertinent data related to
federal funds purchased and securities sold under agreements to
repurchase for 1994, 1993 and 1992. Funds purchased and securities
sold under agreements to repurchase generally mature within one to
14 days from the transaction date.
<TABLE>
<CAPTION>
($ in thousands) 1994 1993 1992
-------- --------- --------
<S> <C> <C> <C>
Outstanding at December 31 $158,869 $155,791 $127,752
Maximum month-end outstandings 197,357 159,864 305,444
Average daily outstandings 164,557 138,175 207,285
Average rate during year 3.5% 2.9% 3.3%
Average rate at year end 4.4% 2.9% 3.9%
</TABLE>
<PAGE>
ITEM 2. PROPERTIES
The Company's executive offices are located in downtown New
Orleans, Louisiana, in the downtown branch office of the Bank. The
Company leases its main office building and operations center under
terms of sale/leaseback agreements. The Bank owns or leases the
facilities for its branch locations. The Company and the Bank
consider all properties owned or leased to be suitable and adequate
for their intended purposes and consider the terms of existing
leases to be fair and reasonable.
On December 31, 1994 the Bank reported miscellaneous property
with a net book value of $15,493,000. (See "Asset Quality" in
Management's Discussion and Analysis of Financial Condition and
Results of Operations in the Registrant's Annual Report for a
further discussion of these properties.) The properties include
properties acquired from borrowers either as a result of
foreclosures or voluntarily in full or partial satisfaction of
indebtedness previously contracted, and in-substance foreclosures.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
On October 23, 1990, suit was filed in the United States
District Court for the Eastern District of Louisiana under the name
Gila Feinberg, Plaintiff, v. Hibernia Corporation and Martin C.
Miler, Defendants. Mr. Miler is the former Chairman and Chief
Executive Officer of the Company, which positions he resigned in
1991. Plaintiff brought this action on behalf of all shareholders
who purchased common stock of the Company between March 19, 1990,
and October 16, 1990, inclusive ("Class Period"), excluding
directors and officers of the Company and related persons. The
complaint alleged that the market value of the Company's common
stock was artificially inflated during the Class Period by reason
of false and misleading news releases and public statements and
sought to recover unspecified damages for the losses allegedly
sustained plus interest, attorneys' fees and costs. In March 1992,
plaintiff amended its complaint to extend the Class Period to July
30, 1991, the date on which the Bank entered into the consent order
with the OCC. The amended complaint, which also named the Bank,
certain individual directors, former directors, former officers and
the Company's insurance carriers as defendants, alleged that,
during the Class Period, the Company made false and misleading
statements and failed to disclose material facts, including the
findings of OCC examination reports, which allegedly continued to
artificially inflate the market value of the Company's common
stock. The amended complaint further alleged that such actions and
omissions constituted (i) a violation of the Louisiana Securities
Law, (ii) negligence under Louisiana law, and (iii) fraud and
deceit.
In February 1995, the parties agreed, subject to court
approval, to settle this lawsuit for an aggregate amount not to
exceed $20 million (which includes legal fees and costs) in a
claims-made settlement, plus interest and up to $200,000 in the
aggregate to cover the costs of administering the settlement. The
Company denied liability for the claims alleged in the lawsuit but
believed the settlement was reasonable in light of the
uncertainties of litigation and significant management time and
legal expense that would have been required to further contest the
case. The total cost of the settlement will be shared equally by
the Company and its primary insurance carrier.
In addition, the Company and the Bank are parties to certain
pending legal proceedings arising from matters incidental to their
business. Management and counsel are of the opinion that these
actions will not have a material effect on the financial condition
or results of operations of the Company.
ITEM X. IDENTIFICATION OF EXECUTIVE OFFICERS
Each executive officer of the Company and the Bank holds his
position until the earlier of (i) his removal or resignation or
(ii) his successor is appointed by the Board.
STEPHEN A. HANSEL, 47, serves as President and Chief Executive
Officer of the Company and the Bank, which positions he assumed in
March 1992. Mr. Hansel also serves as a director of the Company
and the Bank. Prior to joining the Company , Mr. Hansel served as
Chief Financial Officer of Barnett Banks, Inc., a bank holding
company based in Jacksonville, Florida with assets of approximately
$33 billion, which position he held since 1982.
ROBERT W. CLOSE, 52, Senior Executive Vice President, serves
as Chairman, Greater New Orleans Region, of the Bank, and is
responsible for the operations of the Bank in the Greater New
Orleans area, as well as for product management and delivery
systems statewide. Mr. Close, who also supervises the investment
division of the Bank, has been employed by the Company and/or its
subsidiaries since 1976, serving as an Executive Vice President of
the Bank since 1987. He assumed the position of Chief Financial
Officer and Treasurer of the Company in August 1991 and the
position of Senior Executive Vice President and Chairman of the
Greater New Orleans Region in August 1994.
K. KIRK DOMINGOS III, 53, Senior Executive Vice
President/Support Services of the Bank, is responsible for the
overall administrative functions of the Bank. Mr. Domingos has
been employed by the Company and/or its subsidiaries since 1975 and
assumed the position of Executive Vice President and Administrative
Executive of the Bank in August 1991 and the position of Senior
Executive Vice President in August 1994.
GERALD F. PAVLAS, 45, serves as Executive Vice
President/Commercial Real Estate and Commercial Financing Products
for the Bank, a position which he assumed in August 1994. Mr.
Pavlas served as Chief Credit Officer of the Bank from 1992 to
1994. Prior to 1992, Mr. Pavlas served as Senior Vice President of
Hibernia National Bank in Texas, a former subsidiary of the
Company, as manager of Credit Risk Management from August 1990 to
May 1992 and as Manager of Loan Control from January 1990 through
August 1990. Mr. Pavlas served as Executive Vice President and
Chief Credit Officer of BancTEXAS Group, Inc., a bank holding
company headquartered in Dallas, Texas, from 1988 to 1990, when it
was acquired by the Company.
C. GERON HARGON, 49, serves as Executive Vice President of the
Company (a position he has held since 1992) and Chairman, South
Central Region, of the Bank, a position he assumed in 1994. Mr.
Hargon is responsible for the operations of the Bank in the South
Central Region of Louisiana, particularly Baton Rouge and the
surrounding communities. Mr. Hargon has been employed by the
Company and/or its subsidiaries in various capacities since 1976.
J. HERBERT BOYDSTUN, 48, Chairman, Northeast Region, of the
Bank, is responsible for the operations of the Bank in Northeast
Louisiana, particularly Monroe and the surrounding communities.
Mr. Boydstun assumed this position in August 1994 following the
merger of First Bancorp of Louisiana, Inc., a bank holding company
headquartered in West Monroe, Louisiana, with and into the Company.
Mr. Boydstun served from 1982 to 1994 as President of First Bancorp
and as Chairman and Chief Executive Officer of First National Bank
of West Monroe, the national banking subsidiary of First Bancorp.
Mr. Boydstun also serves as a director of the Company and the Bank.
E. R. CAMPBELL, JR., 54, Chairman, Northwest Region, of the
Bank, is responsible for the operations of the Bank in Northwest
Louisiana, particularly Shreveport and the surrounding communities.
Mr. Campbell assumed this position in January 1995 following the
merger of Pioneer Bancshares Corporation, a bank holding company
headquartered in Shreveport, Louisiana, with and into the Company.
Mr. Campbell served from 1992 to 1994 as Chairman of the Board of
Pioneer Bancshares and as President from 1977 to 1992 and as
Chairman from 1992 to 1994 of its Louisiana banking subsidiary,
Pioneer Bank & Trust Company. Mr. Campbell also serves as a
director of the Company and the Bank.
RUSSELL S. HOADLEY, 50, serves as Executive Vice
President/Employee and Public Relations for the Bank and assumed
that position in 1994. Mr. Hoadley previously served as Senior
Vice President/Public Affairs and Marketing from July 1993 until
August 1994. Prior to joining the Bank, Mr. Hoadley served as Vice
President and Director of Corporate Communications for Barnett
Banks, Inc., a bank holding company based in Jacksonville, Florida
which position he held from 1988 to June 1993.
SCOTT P. HOWARD, 47, serves as Executive Vice
President/Corporate and International Banking for the Bank and has
served in that position since May 1992. Prior to joining the Bank
in 1992, Mr. Howard served as Chief Operating Officer of Smile,
Inc., a New York-based computer-based information service during
1991 and as President of GHM Architectural Aluminum, Inc., a New
York-based manufacturer of high-design aluminum door frames. From
1982 until 1990, Mr. Howard served as a Vice President of J.P.
Morgan in several commercial and investment banking positions,
including Vice President of Corporate Financial Services from 1987
to 1988 and Corporate Financial Advisor to U.S. Eastern Banks from
1989 to 1990.
JAMES E. O'BRIEN, 50, serves as Executive Vice
President/Planning and Performance Analysis for the Bank, a
position which he assumed in August 1994. From 1992 to 1994, Mr.
O'Brien served as Senior Vice President and General Auditor for the
Bank. Prior to joining the Bank, Mr. O'Brien served as Vice
President and Regional Director of Credit Quality for Barnett
Banks, Inc., a bank holding company based in Jacksonville, Florida,
in 1991 and 1992. He served as President of O'Brien Consulting,
Inc., a bank consulting firm based in Jacksonville, Florida, in
1991, and was previously with Barnett Banks, Inc., which he joined
in 1977.
KENNETH A. RAINS, 45, serves as Executive Vice President and
Trust Group Executive of the Bank, positions which he has held
since March 1993. Mr. Rains has been employed by the Company
and/or its subsidiaries in various capacities in the trust
department since 1983, most recently as Senior Vice President and
Manager of the Trust Division from December 1991 to March 1993.
RONALD E. SAMFORD, JR., 42, serves as Executive Vice
President, Controller and Chief Accounting Officer of the Company,
which positions he has held since November 1992. Prior to joining
the Bank, Mr. Samford served as the Senior Vice President and Chief
Accounting Officer of TeamBank, a bank headquartered in Forth
Worth, Texas, from August 1990 to November 1992 and as Senior Audit
Manager of Price Waterhouse, a public accounting firm, from 1986 to
1990.
JOHN E. SMITH, 45, serves as Executive Vice President and
Retail Banking Executive of the Bank, which positions he has held
since September 1991. Mr. Smith has been employed by the Company
and/or its subsidiaries in various capacities since 1981, most
recently as Senior Vice President and Manager of the Consumer
Banking Division of Hibernia National Bank in Texas from 1989 until
1991.
RICHARD G. WRIGHT, 45, serves as Executive Vice
President/Credit Policy and Analysis of the Bank, positions he has
held since August 1994. From May 1992 to August 1994, Mr. Wright
served as Senior Vice President in the Credit and Asset Quality
area of the Bank. Prior to joining the Bank, Mr. Wright served as
President and Chief Operating Officer for ACTION, Inc., a
manufacturer of western saddles and tack, headquartered in
McKinney, Texas. Prior to joining ACTION in 1991, Mr. Wright was
a Senior Vice President of BancTexas Dallas, N.A.
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HIBERNIA CORPORATION
(Registrant)
/s/ Stephen A. Hansel
Stephen A. Hansel, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on March 29, 1995, by the following persons on behalf of
the Registrant and in the capacities indicated.
/s/ Robert W. Close /s/ Ronald E. Samford, Jr.
Robert W. Close, Ronald E. Samford, Jr., Controller
Treasurer (principal financial (principal accounting
officer) officer)
W. James Amoss, Jr.*, Director Hugh J. Kelly*, Director
Robert H. Boh*, Director Elton R. King*, Director
J. Herbert Boydstun*, Director John P. Laborde*, Director
J. Terrell Brown*, Director Sidney W. Lassen*, Director
E. R. "Bo" Campbell*, Director Donald J. Nalty*, Director
Brooke H. Duncan*, Director Robert T. Ratcliff*, Director
Richard W. Freeman, Jr.*, Director Duke Shackelford*, Director
Robert L. Goodwin*, Director James H. Stone*, Director
Stephen A. Hansel*, Director Virginia E. Weinmann*, Director
Dick H. Hearin*, Director E. L. Williamson*, Director
Robert T. Holleman*, Director Robert E. Zetzmann*, Director
*By: /s/ Patricia C. Meringer
Patricia C. Meringer
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit
3.1 Articles of Incorporation of the Registrant, as amended to date
3.2 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.
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 Employment Agreement between J. Herbert Boydstun and Hibernia
Corporation
10.38 Employment Agreement between E. R. Campbell, Jr. and Hibernia
Corporation
13 1994 Annual Report to security holders of the Registrant.
Such Annual Report, except for those portions thereof which are
expressly incorporated by reference into this report, is furnished
for the information of the Commission and is not deemed "filed" as
part of this report.
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
24 Powers of Attorney
27 Financial Data Schedule
28.5 Exhibit 28.5 to the Annual Report on Form 10-K dated June 24, 1994
filed with the Commission is hereby incorporated by reference (Annual
Report of the Retirement Security Plan for the fiscal year ended
December 31, 1993)
28.10 Exhibit 28.10 to a registration statement on Form S-3 (Registration
Statement No. 33-55844) is hereby incorporated by reference
(Agreement dated as of November 11, 1992 between and among the
Company, certain of the Company's bank group lenders, and certain
institutional and other investors)
28.11 Lock-Up Agreement between and among certain of the Company's bank
group lenders and certain of the institutional and other investors
party to the Agreement that constitutes Exhibit 28.10 (filed as an
exhibit to Amendment No. 1 to Registration Statement No. 33-55844
filed December 21, 1992)
28.21 Exhibit 28.21 to a Current Report on Form 8-K dated November 16, 1994
filed with the Commission is hereby incorporated by reference (News
release issued by the Registrant)
28.22 Exhibit 28.21 to a Current Report on Form 8-K dated December 7, 1994
filed with the Commission is hereby incorporated by reference (News
release issued by the Registrant)
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)
<PAGE>
EXHIBIT 3.1
ARTICLES OF INCORPORATION
HIBERNIA CORPORATION
NEW ORLEANS, LOUISIANA
ARTICLE I
NAME
The name of the corporation is HIBERNIA CORPORATION.
ARTICLE II
PURPOSES
The purposes of the Corporation are to engage in any and all
lawful activities for which corporations may be formed under the
Louisiana Business Corporation Law, the Louisiana Bank Holding
Company Act, as either is now or hereafter amended, and any other
applicable law of the State of Louisiana.
ARTICLE III
CAPITAL STOCK
1. The total number of shares of all classes of stock which
the Corporation shall have authority to issue is three hundred
million (300,000,000), of which two hundred million (200,000,000)
shares shall be designated as Class A Common Stock of no par value
and one hundred million (100,000,000) shares shall be designated as
Preferred Stock, without par value. The designations, voting
powers, preferences and relative participating, option or other
special rights, and the qualifications, limitations or restrictions
of the above classes of stock of the Corporation, and the authority
with respect thereto expressly vested in the Board of Directors of
the Corporation, shall be as set forth in this Article III.
2. No holder of any shares of either the Class A Common Stock
or Preferred Stock of the Corporation shall, as such holder, have
any preemptive or preferential right to receive, purchase or
subscribe for (a) any unissued or treasury shares of any class of
stock (whether now or hereafter authorized) of the Corporation, (b)
any obligations, evidences of indebtedness or other securities of
the Corporation convertible into or exchangeable for, or carrying
or accompanied by any rights to receive, purchase or subscribe for,
any such unissued or treasury shares, (c) any right of subscription
for or to receive, or any warrant or option for the purchase of,
any of the foregoing securities or (d) any other securities that
may be issued or sold by the Corporation, other than such right or
rights, if any, as the Board of Directors of the Corporation, in
its sole and absolute discretion, may determine at any time or from
time to time.
3. The Board of Directors may provide for payment of either
the Class A Common Stock or Preferred Stock of the Corporation in
cash, property or services. Any and all shares of stock so issued
for which the consideration so fixed has been paid or delivered
shall be deemed fully paid and not liable to any further call or
assessment.
4. Except as otherwise required by law or these Articles, the
holders of shares of the Preferred Stock and of all series thereof
who are entitled to vote shall vote together with the holders of
the Class A Common Stock and not separately by class.
5. Common Stock
(a) Common Stock of the Corporation shall be designated
as Class A Common Stock. The holders of shares of Class A Common
Stock shall be entitled to vote upon all matters submitted to vote
of the stockholders of the Corporation and shall be entitled to one
vote in respect to each share of Class A Common Stock held by them
of record.
(b) Subject to the preferential dividend rights
applicable to shares of Preferred Stock, the holders of shares of
the Class A Common Stock shall be entitled to receive, to the
extent permitted by law, such dividends (payable in cash, stock or
otherwise) as may be declared by the Board of Directors at any time
or from time to time.
(c) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, after
distribution in full of the preferential amounts, if any, to be
distributed to the holders of shares of the Preferred Stock, and
subject to the participating rights, if any, of the holders of
shares of the Preferred Stock, the holders of shares of the Class
A Common Stock shall be entitled to receive all of the remaining
assets of the Corporation available for distribution to its
stockholders, ratably in proportion to the number of shares of such
stock held by them. A liquidation, dissolution or winding up of
the Corporation, as such terms are used in this subparagraph (c),
shall not be deemed to be occasioned by or to include any
consolidation or merger of the Corporation with or into any other
corporation or corporations or a sale, lease or conveyance of all
or a part of the assets of the Corporation.
6. Preferred Stock
Shares of the Preferred Stock may be issued from time to
time in one or more series, the shares of each series to have such
voting powers, full or limited, or no voting powers, and such
designations, preferences and relative participating, optional or
other special rights, and the qualifications, limitations or
restrictions thereof, as shall be stated and expressed herein or in
an amendment or amendments hereto providing for the issue of such
series as adopted by the Board of Directors of the Corporation.
The Board of Directors of the Corporation is hereby expressly
authorized, subject to the limitations provided by law, to amend
these Articles to establish and designate series of the Preferred
Stock, to fix the number of shares constituting each series, and to
fix the designations and the voting powers, preferences and
relative participating, optional or other special rights, and the
qualifications, limitations or restrictions of the shares of each
series and the variations in the relative powers, rights,
preferences and limitations as between or among series, and to
increase and to decrease the number of shares constituting each
series. The authority of the Board of Directors with respect to
any series shall include, but shall not be limited to, the
authority to fix and determine the following:
(a) The designation of such series.
(b) The number of shares initially constituting such
series.
(c) The increase and the decrease, to a number not less
than the number of the outstanding shares of such
series, of the number of shares constituting such
series as theretofore fixed.
(d) The rate or rates and the time at which dividends on
the shares of such series shall be paid, and whether
or not such dividends shall be cumulative, and, if
such dividends shall be cumulative, the date or
dates from and after which they shall accumulate.
(e) Whether or not the shares of such series shall be
redeemable, and, if such shares shall be redeemable,
the terms and conditions of such redemption,
including, but not limited to, the manner of
selecting shares of such series for redemption, if
less than all shares are to be redeemed, the date or
dates upon or after which such shares shall be
redeemable and the amount per share which shall be
payable upon such redemption, which amount may vary
under different conditions and at different
redemption dates.
(f) The amount payable on the shares of such series in
the event of voluntary or involuntary liquidations,
dissolution or winding up of the Corporation. A
liquidation, dissolution or winding up of the
Corporation, as such terms are used in this
subparagraph (f), shall not be deemed to be
occasioned by or to include any consolidation or
merger of the Corporation with or into any other
corporation or corporations or a sale, lease or
conveyance of all or a part of the assets of the
Corporation.
(g) Whether or not the shares of such series shall have
voting rights and the terms and conditions thereof,
including, but not limited to, the right of the
holders of such shares to vote as a separate class
either alone or with the holders of shares of one or
more other series of Preferred Stock and the right
to have one vote per share or less (but not more)
than one vote per share.
(h) Whether or not a sinking fund or purchase fund shall
be provided for the redemption or purchase of the
shares of such series, and if such a sinking fund or
purchase fund shall be provided, the terms and
conditions thereof.
(i) Whether or not the shares of such series shall have
conversion privileges, and, if such shares shall
have conversion privileges, the terms and conditions
of conversion, including but not limited to, any
provision for the adjustment of the conversion rate
or the conversion price.
(j) Any other powers, preferences and relative
participating, optional, or other special rights, or
qualifications, limitations or restrictions thereof,
as shall not be inconsistent with the provisions of
this Article III or the limitations provided by law.
ARTICLE IV
BOARD OF DIRECTORS
1. All the corporate powers of the Corporation shall be
vested in and exercised by a Board of Directors consisting
of the number of directors specified in, or determined in
the manner prescribed in, the by-laws of the Corporation.
2. Any director absent from any meeting of the Board of
Directors or any committee thereof may be represented by
any other director, who may cast the absent director's
vote according to his written instructions, general or
special.
3. The Board of Directors may make and alter by-laws
containing any provisions with respect to the government
of the Corporation, subject to the power of the
shareholders to change or repeal by-laws so made. The by-
laws may contain any provision relating to the business of
the Corporation, the conduct of its affairs, its rights or
powers, or the rights or powers of its shareholders,
directors or officers, not inconsistent with law or these
Articles.
ARTICLE V
INDEMNIFICATION AND LIMITATION OF LIABILITY
OF DIRECTORS AND OFFICERS
1. Except as prohibited by law, the Corporation shall
indemnify any person who was or is a party or is
threatened to be made a party to any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (including any action by or in the right of
the Corporation) by reason of the fact that such person is
or was a director or officer of the Corporation (or of any
of the wholly owned subsidiaries of the Corporation), or
is or was serving at the request of the Corporation as a
director or officer of another business, foreign or
nonprofit corporation, partnership, joint venture or other
enterprise (each such person being hereinafter referred to
as an "Indemnitee"), against expenses including attorneys,
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in
connection with such action, suit or proceeding; provided,
however, that an Indemnitee shall be entitled to
indemnification for expenses incurred in connection with
any action brought by such Indemnitee against the
Corporation only if such action is a claim for
indemnification under this Article or otherwise, the
Indemnitee prevails in the action for which expenses are
claimed, or indemnification of expenses is included in any
settlement or is awarded by a court. Except as otherwise
permitted or contemplated by these Articles, the by-laws
of the Corporation or agreement, expenses incurred by an
Indemnitee in defending any action, suit or proceeding
shall be paid by the Corporation in advance of the final
disposition thereof upon receipt of an undertaking by or
on behalf of the Indemnitee to repay such amount unless it
shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized by this
Article or otherwise. The indemnification provided by
this Article shall be deemed to constitute a contractual
right of each Indemnitee and shall not be deemed exclusive
of any other right to which the person indemnified may be
entitled under any by-law, agreement, authorization of
shareholders or directors or otherwise, and shall continue
under any by-law, agreement, authorization of shareholders
or directors or otherwise, and shall continue as to any
person who has ceased to have the status pursuant to which
he was denominated an Indemnitee and shall inure to the
benefit of such person's heirs and legal representatives.
The Corporation shall have the power to procure insurance
on behalf of any Indemnitee against any liability asserted
against or incurred by him in any such capacity, or
arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against
such liability under the provisions of law or this
Article.
2. Notwithstanding anything in these Articles, no director or
officer of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director or officer;
provided, however, that the foregoing provision shall not
eliminate or limit the liability of a director or officer
to the extent prohibited by applicable law.
ARTICLE VI
AMENDMENTS
Except as may be otherwise required by law or permitted by
these Articles, these Articles may be amended by a majority vote of
the shares present and represented, taken at an annual or special
meeting of shareholders, the notice of which shall set forth the
proposed amendment or a summary of the changes to be made thereby.
In such an amendment would adversely affect the holders of shares
of any class or series, then in addition to the vote required by
the sentence immediately preceding, the holders of each class or
series of shares so affected by the amendment shall be entitled to
vote as a class upon such amendment, and a majority of the present
and represented shares of each class or series so affected by the
amendment shall be necessary to the adoption thereof.
ARTICLE VII
MERGER OR CONSOLIDATION
Except as may be otherwise required by law or as provided in
Article III hereof, an agreement of merger or consolidation may be
approved by a majority vote of the voting shares issued and
outstanding, taken at a meeting called for the purpose of such
approval.
ARTICLE VIII
UNCLAIMED PROPERTY
Cash, property or share dividends, shares issuable to
shareholders in connection with a reclassification of stock, and
the redemption price of redeemed shares, which are not claimed by
the shareholders entitled hereto within one year after the dividend
or redemption price becomes payable or the shares become issuable,
despite reasonable efforts by the Corporation to pay the dividend
or redemption price or deliver the certificates for the shares to
such shareholders within said one year, shall, at the expiration of
said one year, revert in full ownership to the Corporation, and the
Corporation's obligation to pay such dividend or redemption price
or issue such shares, as the case may be, shall thereupon cease;
provided that the Board of Directors may, at any time, for any
reason satisfactory to it, but need not, authorize (a) payment of
the amount of any cash or property dividend or redemption price or
(b) issuance of any shares, ownership of which has reverted to the
Corporation pursuant to this Article, to the entity that would be
entitled thereto had such reversion not occurred.
ARTICLE IX
Transfer Restrictions
(a) Certain Definitions. As used in this Article IX,
the following terms have the following respective meanings:
"Corporation Securities" means (i) shares of common stock
of the Corporation, (ii) shares of preferred stock of the
Corporation, (iii) warrants, rights, or options (within the meaning
of Treasury Regulation Section 1.382-2T(h)(4)(v)) to purchase stock of the
Corporation from the Corporation, and (iv) any other interests that
would be treated as "stock" of the Corporation pursuant to Treasury
Regulation Section 1.382-2T(f)(18).
"Percentage Stock Ownership" means percentage stock
ownership as determined in accordance with Treasury Regulation
Section 1.382-2T(g), (h), (j), and (k).
"Five-Percent Shareholder" means a Person or group of
Persons that is identified as a "five-percent shareholder" of the
Corporation pursuant to Treasury Regulation Section 1.382-2T(g)(1).
"Person" means an individual, corporation, estate, trust,
association, company, partnership, or similar organization.
"Prohibited Transfer" means any purported Transfer of
Corporation Securities to the extent that such Transfer is
prohibited and void under this Article IX.
"Restriction Release Date" means December 29, 1995.
"Transfer" means any sale, transfer, assignment,
conveyance, pledge, or other disposition.
"Treasury Regulation Section 1.382-2T" means the temporary
income tax regulations promulgated under section 382 of the
Internal Revenue Code of 1986, as amended, and any successor
regulations. References to any subsection of such regulations
include references to any successor subsection thereof.
(b) Restrictions
(i) Any attempted Transfer of Corporation Securities
prior to the Restriction Release Date, or any attempted Transfer of
Corporation Securities pursuant to an agreement entered into prior
to the Restriction Release Date shall be prohibited and void ab
initio to the extent that, as a result of such Transfer (or any
series of Transfers of which such Transfer is a part), either (1)
any Person or group of Persons shall become a Five-Percent
Shareholder, or (2) the Percentage Stock Ownership interest in the
Corporation of any Five-Percent Shareholder shall be increased.
(c) Certain Exceptions. The restrictions set forth in
clauses (i) and (ii) of paragraph (b) of this Article IX shall not
apply to:
(i) Any Transfer which has been approved in advance by
the Board of Directors, which approval may be withheld only if, in
the judgment of the Board of Directors, such Transfer may result in
any limitation on the use of the Corporation's net operating loss
carryforwards, tax losses recognized in the future, or other tax
attributes;
(ii) Any Transfer made in compliance with exceptions
established from time to time by resolution of the Board of
Directors.
(d) Treatment of Excess Securities
(i) No employee or agent of the Corporation shall record
any Prohibited Transfer, and the purported transferee of such a
Prohibited Transfer (the "Purported Transferee") shall not be
recognized as a shareholder of the Corporation for any purpose
whatsoever in respect of the Corporation Securities which are the
subject of the Prohibited Transfer (the "Excess Securities").
Until the Excess Securities are acquired by another Person in a
Transfer that is not a Prohibited Transfer, the Purported
Transferee shall not be entitled with respect to such Excess
Securities to any rights of shareholders of the Corporation,
including without limitation, the right to vote such Excess
Securities and to receive dividends or distributions in liquidation
in respect thereof, if any. Once the Excess Securities have been
acquired in a Transfer that is not a Prohibited Transfer, the
Securities shall cease to be Excess Securities.
(ii) If the Board of Directors determines that a Transfer
of Corporation Securities constitutes a Prohibited Transfer then,
upon written demand by the Corporation, the Purported Transferee
shall transfer or cause to be transferred any certificate or other
evidence of ownership of the Excess Securities within the Purported
Transferee's possession or control, together with any dividends or
other distributions that were received by the Purported Transferee
from the Corporation with respect to the Excess Securities
("Prohibited Distributions"), to an agent designated by the Board
of Directors which agent shall be the transfer agent for the
Corporation Securities (the "Agent"). The Agent shall thereupon
sell the Excess Securities transferred to it in an arm's-length
transaction (over the New York Stock Exchange, if possible). If
the Purported Transferee has resold the Excess Shares before
receiving the Corporation's demand to surrender the Excess Shares
to the Agent, the Purported Transferee shall be deemed to have sold
the Excess Shares for the Agent, and shall be required to transfer
to the Agent any Prohibited Distributions and the proceeds of such
sale, except to the extent that the Agent grants written permission
to the Purported Transferee to retain a portion of such sales
proceeds not exceeding the amount that the Purported Transferee
would have received from the Agent pursuant to paragraph (d)(iii)
of this Article IX if the Agent rather than the Purported
Transferee had resold the Excess Shares.
(iii) The Agent shall apply any proceeds of a sale by it
of Excess Shares and, if the Purported Transferee has previously
resold the Excess Shares, any amounts received by it from a
Purported Transferee as follows: (1) first, such amounts shall be
paid to the Agent to the extent necessary to cover its costs and
expenses incurred in connection with its duties
hereunder;(2) second, any remaining amounts shall be paid to the
Purported Transferee, up to the amount paid by the Purported
Transferee for the Excess Shares (or the fair market value,
calculated on the basis of the closing market price for Corporation
Securities on the day before the Transfer, of the Excess Shares at
the time of the attempted Transfer to the Purported Transferee by
gift, inheritance, or similar Transfer), which amount (or fair
market value) shall be determined in the discretion of the Board of
Directors; and (3) third, any remaining amounts shall be paid in
equal shares to the United Way serving the New Orleans region, the
Aquarium of the Americas, Baptist Hospital and Covenant House of
New Orleans. The recourse of any Purported Transferee against any
Purported Transferor in respect of any Prohibited Transfer shall be
limited to the amount specified in clause (2) of the preceding
sentence. In no event shall amounts due to the Purported
Transferor pursuant to this Article IX inure to the benefit of the
Corporation.
(iv) If the Purported Transferee fails to surrender the
Excess Shares or the proceeds of a sale thereof to the Agent within
thirty business days from the date on which the Corporation makes
a demand pursuant to paragraph (d)(ii) of this Article, then the
Corporation shall institute legal proceedings to compel the
surrender.
(v) The Corporation shall make the demand described in
paragraph (d) (ii) of this Article IX within thirty days of the
date on which the Board of Directors determines that the attempted
Transfer would result in Excess Securities; provided, however, that
if the Corporation makes such demand at a later date, the
provisions of this Article shall apply nonetheless.
(e) Bylaws, Legends, Etc.
(i) The Bylaws of the Corporation shall make appropriate
provisions to effectuate the requirements of this Article IX.
(ii) All certificates representing Corporation Securities
issued after the effectiveness of this Article IX shall bear a
legend to the effect that such Corporation Securities and any
Corporation Securities acquired upon exercise or conversion of such
Corporation Securities are subject to the restrictions set forth in
this Article IX.
(iii) A majority of the Directors of the Corporation shall
have the power to determine all matters necessary to determine
compliance with this Article IX, including without limitation (1)
whether a new Five-Percent Shareholder would be required to be
identified in certain circumstances, (2) whether a Transfer is a
Prohibited Transfer, (3) the Percentage Stock Ownership in the
Corporation of any Five-Percent Shareholder, (4) whether an
instrument constitutes a Corporation Security, (5) the amount (or
fair market value) due to a Purported Transferee pursuant to clause
(2) of paragraph (d)(iii) of this Article IX, and (6) any other
matters which a majority of the Directors determine to be relevant;
and the good faith determination of a majority of the Directors on
such matters shall be conclusive and binding for all the purposes
of this Article IX.
<PAGE>
EXHIBIT 3.2
BY-LAWS OF
HIBERNIA CORPORATION
(hereinafter called the "Corporation")
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. An annual meeting of
shareholders for the election of directors and the transaction of
such other business as may properly come before such meeting shall
be held at such time, on such date, and in such place as may be
specified by the Board of Directors in a notice of such meeting
given as hereinafter provided.
Section 1.2. Special Meetings.
(a) Special meetings of shareholders may be called at any
time and place for any purpose or purposes by the Chairman of the
Board or the President or the Chief Executive Officer or the
Treasurer or the Board of Directors. At any time, upon the written
request of any shareholders holding in the aggregate one-fifth or
more of the total voting power, such written request to state the
purpose or purposes of the meeting and to be delivered to the
Secretary, the Secretary shall call a special meeting of
shareholders to be held at such time, on such date, and in such
place as the Secretary may fix.
(b) No business shall be considered and voted upon at a
special meeting of shareholders unless such business was included
in the purpose or purposes set forth in the notice of the meeting.
Section 1.3. Shareholder Proposals.
(a) If any shareholder desires to submit a proposal for
action at any meeting of shareholders, including the nomination of
one or more individuals for election as a director, such
shareholder (hereinafter the "proponent") and proposal must satisfy
and comply with all of the following conditions and requirements:
(1) At the time of submitting the proposal, the proponent
must be the record or beneficial owner of at least 1% or $1,000 in
market value of shares having voting power on the proposal at the
meeting and have held such shares for at least one year, and the
proponent shall continue to own such shares through the date on
which the meeting is held.
(2) The proposal must be submitted in writing and be
accompanied by written disclosure of the proponent's name, address,
number of shares owned, the dates upon which such shares were
acquired, and documentary support of the proponent's ownership of
such shares.
(3) The proposal and other required material must be
received by the Corporation not less than 120 days in advance of
the date that corresponds with the date of the Corporation's proxy
statement sent to shareholders in connection with the previous
year's annual meeting of shareholders (in the case of a proposal
submitted in connection with an annual meeting) or not less than 45
days in advance of the date on which the meeting is scheduled to be
held or within 10 days after notice of the meeting is first given
to shareholders, whichever is later (in the case of a proposal
submitted in connection with a special meeting of shareholders).
(4) If the proposal nominates one or more individuals for
election as a director, the proposal must include or be accompanied
by a written statement of each nominee's qualifications for
election as a director and the nominee's signed consent to being
named as such a nominee and to serve if elected.
(5) The proposal must be presented at the meeting for
which it is submitted by the proponent or a duly authorized and
qualified representative.
(b) If the proponent or proposal fails, in any respect, to
satisfy and comply with all of the foregoing conditions and
requirements, the proposal shall be deemed as not properly coming
before the meeting and no votes cast in support of the proposal
shall be given effect, except for the purpose of determining the
presence of a quorum in accordance with Section 1.4.
(c) Notwithstanding any provision of these By-laws to the
contrary, the Corporation may exclude from consideration by
shareholders at any meeting of shareholders any proposal permitted
or required to be excluded from consideration by applicable law,
rule or regulation.
(d) This Section 1.3 shall not be applicable to proposals
placed before any meeting of shareholders by action of the Board of
Directors.
Section 1.4. Quorum.
(a) Except as otherwise required by law, the presence at
any meeting of shareholders, in person or by proxy, of the holders
of record of a majority of the total voting power shall constitute
a quorum for the transaction of business. If a quorum is initially
present at any meeting of shareholders, the subsequent withdrawal
of enough shareholders to leave less than a quorum or the refusal
of any shareholders present to vote shall not defeat the quorum.
(b) In the absence of a quorum, the persons holding a
majority of the voting power present may adjourn the meeting from
time to time as they may determine, without new notice being given
other than announcement at the meeting, until a quorum is present,
but any meeting at which directors are to be elected shall be
adjourned only from day to day until such directors are elected.
In the case of any meeting called for the election of directors
that is so adjourned, the voting power present at the second of
such adjourned meetings, although less than a quorum as fixed in
paragraph (a) of this Section, shall nevertheless constitute a
quorum for the purpose of electing directors. Except as otherwise
provided in the preceding sentence, at any adjourned meeting at
which a quorum shall be present, any business may be transacted
that might have been transacted at the meeting as originally
called.
Section 1.5. Organization of Meetings. At all meetings of
shareholders, the Chairman of the Board, or, in the absence of such
officer, the Vice Chairman, or in the absence of both such
officers, any other officer present, shall act as chairman of the
meeting; and the Secretary, or if the Secretary is unavailable, any
person appointed by the chairman of the meeting, shall act as
secretary of the meeting.
Section 1.6. Voting.
(a) Shares of the Corporation held in a fiduciary capacity
by another corporation or other entity or organization in which the
Corporation holds shares entitled to vote for the election of
directors may be voted at any meeting of shareholders and counted
in calculating the voting power of the shareholders of the
Corporation.
(b) Except as otherwise required by law, the Articles of
Incorporation, or these By-Laws, a majority of votes actually cast
shall decide any matter properly brought before a shareholders'
meeting, including the election of directors.
Section 1.7. Proxies. Every proxy shall be duly authorized
in writing, signed by the shareholder or a duly authorized agent or
attorney, and filed with the Secretary at or before the meeting of
shareholders at which it is to be exercised. Proxies so filed by
means of telegram, facsimile transmission, or similar means may be
accepted as meeting the requirements of this Section.
ARTICLE II
Board of Directors
Section 2.1. General Powers. Subject to the provisions of
law and the Articles of Incorporation, all the corporate powers
shall be vested in, and the business and affairs of the Corporation
shall be managed by, or under the direction of, the Board of
Directors.
Section 2.2. Number. The number of directors shall be as
determined, from time to time, by resolution of the Board of
Directors.
Section 2.3. Qualifications.
(a) Directors need not be residents of the State of
Louisiana. No individual shall be elected a director unless such
individual owns, in his or her own right, at the time of such
election, not less than 100 shares of the Corporation having voting
power.
(b) No individual shall be eligible for election as a
director who has attained the age of 71 prior to the date of such
election. Any director who attains the age of 71 may remain in
office until the next succeeding annual meeting of shareholders, at
which time such director shall retire from the Board of Directors.
Notwithstanding the provisions of this paragraph (b), the Board of
Directors may, upon a finding that circumstances exist which make
it likely that the retirement of a particular director could result
in harm to the business or prospects of the Corporation and upon a
vote of not less than 2/3 of the entire Board of Directors, permit
a director who will have attained the age of 71 prior to the next
succeeding annual meeting of shareholders but whose term as a
director would otherwise continue until a subsequent annual meeting
to continue to serve as a director until the expiration of such
term.
(c) No individual who is or becomes a Business Competitor
(as defined below) or who is or becomes affiliated with, employed
by or a representative of any individual, corporation, association,
partnership, firm, business enterprise or other entity or
organization which the Board of Directors, after having such matter
formally brought to its attention, determines to be in competition
with the Corporation or any of its subsidiaries (any such
individual, corporation, association, partnership, firm, business
enterprise or other entity or organization being hereinafter
referred to as a "Business Competitor") shall be eligible for
election as a director. Such affiliation, employment or
representation may include without limitation service or status as
an owner, partner, shareholder, trustee, director, officer,
consultant, employee, agent, or counsel, or the existence of any
relationship which results in the affected person having an express
or implied obligation to act on behalf of a Business Competitor;
provided, however, that passive ownership of a debt or equity
interest not exceeding l% of the outstanding debt or equity, as the
case may be, in any Business Competitor shall not constitute such
affiliation, employment or representation. Any financial
institution having branches or affiliates within any state in which
the Corporation or any of its subsidiaries operates or having
(together with its affiliates) total assets or total deposits
exceeding $500 million shall be presumed to be a Business
Competitor unless the Board of Directors determines otherwise.
Section 2.4. Nomination, Election, and Term of Office.
(a) Nominations of individuals for election as directors
shall be made by the Board of Directors. Other than the selection
of nominees for election as directors effected pursuant to the
preceding sentence, all nominations of individuals for election as
directors must be made in accordance with the provisions of Section
1.3.
(b) The Board of Directors shall consist of three classes,
as nearly equal in number as practicable, with the term of office
of one class expiring each year. At each annual meeting of
shareholders, the successors to the class of directors whose term
shall then expire shall be elected to hold office for a term
lasting until the third succeeding annual meeting of shareholders
and until their successors are chosen and have qualified.
Section 2.5. Resignation. Any director may resign at any
time by delivering a written resignation to the Chairman of the
Board, the President, or the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon receipt thereof.
Section 2.6. Removal.
(a) A director may be removed from office by the Board of
Directors for cause or if he or she is interdicted or adjudicated
an incompetent, adjudicated a bankrupt, becomes incapacitated by
illness or other infirmity to perform his or her duties for a
period of six months or longer, or becomes affiliated with,
employed by or a representative of a Business Competitor as
described in paragraph (c) of Section 2.3.
(b) Notwithstanding any provision of law to the contrary,
the shareholders may remove from office any one or more of the
directors without cause only by vote of two-thirds of the total
voting power at any special meeting of shareholders called for such
purpose; provided, however, that the shareholders may remove from
office any one or more of the directors for cause by vote of a
majority of the total voting power at such a special meeting of
shareholders.
(c) For purposes of this Section 2.6, "cause" means gross
negligence or willful misconduct.
ARTICLE III
Committees of the Board of Directors
Section 3.1. Audit Committee.
(a) At any time and from time to time, the Board of
Directors shall designate an Audit Committee of the Board of
Directors to consist of two or more directors of the Corporation
who are independent of the management of the Corporation and who
are not officers, employees, or large customers of the Corporation
or any subsidiary of the Corporation. At least two members of the
Audit Committee shall have banking or related financial management
expertise.
(b) The Audit Committee shall supervise the Corporation's
internal audit function and General Auditor; direct or review an
examination or audit of the books, records, and operations of the
Corporation and its subsidiaries at least annually; and review
regulatory examination reports, internal audit reports, management
reports relating to internal control structure and procedures for
financial reporting and complying with certain laws and
regulations, and audit, internal control, and management reports
relating to the Corporation and its subsidiaries submitted by the
outside auditors of the Corporation and its subsidiaries. It shall
review and approve all actions required to be performed on behalf
of the Corporation and its directors and officers pursuant to, and
monitor compliance with, any agreement, memorandum, order or other
arrangement with bank regulatory authorities having jurisdiction
over the Corporation and review overall compliance with laws and
regulations pertaining to banks and bank holding companies and
shall have such further powers as may be delegated to it from time
to time by the Board of Directors.
(c) The Audit Committee shall have the authority to select
and retain outside counsel to assist in the performance of its
duties.
Section 3.2. Executive Compensation Committee.
(a) At any time and from time to time, the Board of
Directors shall designate an Executive Compensation Committee of
the Board of Directors to consist of two or more directors of the
Corporation.
(b) The Executive Compensation Committee shall have and
may exercise the following powers: to review and approve salaries,
bonuses and other compensation of directors of the Corporation and
its subsidiaries, and officers of the Corporation and its
subsidiaries having the rank of Executive Vice President or higher
or who report directly to the Chief Executive Officer of the
Corporation; to review and approve compensation plans and policies
for employees of the Corporation and its subsidiaries; to
administer all employee stock option and other stock based
compensation and benefit plans and to oversee the administration of
all bonus and other non-stock based compensation and benefit plans
of the Corporation; to supervise compliance by the Corporation and
its subsidiaries with laws and regulations relating to the hiring,
promotion and welfare and benefits of employees of the Corporation
and its subsidiaries; to recommend management development and
succession plans for the Corporation and its subsidiaries; and such
further powers as may be delegated to it from time to time by the
Board of Directors.
(c) Salaries, bonuses and other compensation of officers
of the Corporation and its subsidiaries below the rank of Executive
Vice President or who do not report directly to the Chief Executive
Officer of the Corporation shall be determined from time to time
by, or under the direction of, the Chief Executive Officer of the
Corporation.
Section 3.3. Executive Committee.
(a) At any time and from time to time, the Board of
Directors may designate an Executive Committee of the Board of
Directors to consist of two or more directors of the Corporation.
Not less than a majority of the members of the Executive Committee
shall be independent directors of the Corporation. For this
purpose, any director other than a director whose principal
employment is by the Corporation or a subsidiary of the Corporation
shall be deemed to be an independent director of the Corporation.
Any director who is not an independent director of the Corporation
and who is designated a member of the Executive Committee shall be
a non-voting member of the Executive Committee. The Board of
Directors shall designate one of the members of the Executive
Committee as Chairman, who need not be the Chairman of the Board of
Directors or an officer of the Corporation.
(b) The Executive Committee shall have all the power and
authority of the Board of Directors except such power or authority
(i) as may have been delegated to another committee of the Board of
Directors or (ii) as may not by law be delegated to a committee of
the Board of Directors.
(c) The Executive Committee may establish such rules for
its operation as it deems appropriate. Meetings of the Executive
Committee may be called by the Chairman of the Executive Committee
or any two members thereof upon not less than one day's prior
notice by oral, written or electronic communication. For purposes
of quorum and voting by the Executive Committee, only the presence
and vote of the voting members of the Executive Committee shall be
considered. At the discretion of the Chairman of the Executive
Committee, the Executive Committee may meet in executive session
without the presence of or notice to the non-voting members of the
Executive Committee, and all action taken by the Executive
Committee in executive session shall be valid and binding action of
the Executive Committee.
Section 3.4. Board Governance Committee.
(a) At any time and from time to time, the Board of
Directors may designate a Board Governance Committee of the Board
of Directors to consist of three or more nonemployee directors of
the Bank.
(b) The Board of Governance Committee shall (i) screen and
recommend, as it deems appropriate, potential candidates for
membership on the Board of Directors of the Bank, (ii) recommend
terms of office for directors and the number of directors to
comprise the full Board, (iii) recommend retirement policies
(including any remuneration associated with retirement) for
nonemployee directors, (iv) review annually performance of the
directors, (v) monitor the orientation process for new directors,
(vi) review and recommend modifications, as it deems appropriate,
to the Bank's system of compensation for directors, and (vii) such
other related responsibilities and duties as may be assigned to it
by the Board.
Section 3.5. Other Committees. At any time and from
time to time the Board of Directors may designate one or more
additional committees of the Board of Directors, each such
committee to have such name, to consist of such persons and to
exercise such powers as may be determined from time to time by the
Board of Directors.
Section 3.6. General Provisions.
(a) Each member of any committee of the Board of Directors
shall hold office until the next succeeding designation of such
committee and until such member's successor shall have been
designated and qualified, or until his or her earlier death,
resignation or removal. If any director who is a member of any
committee of the Board of Directors shall die, resign or otherwise
leave or be removed from the Board of Directors, the director's
term of office as a member of such committee shall automatically
expire at the same time as such death, resignation, leaving or
removal.
(b) Any member of any committee of the Board of Directors
may resign at any time by delivering a written resignation to the
Chairman of the Board, the President or the Secretary of the
Corporation. Unless otherwise specified therein, such resignation
shall take effect upon receipt thereof by the Chairman of the
Board, the President or the Secretary of the Corporation.
(c) The Board of Directors may remove from office any
member of any committee of the Board of Directors at any time, with
or without cause, and may proceed to designate a successor for the
unexpired term of office.
(d) The Board of Directors may fill any vacancy (howsoever
resulting) on any committee of the Board of Directors.
ARTICLE IV
Board and Committee Meetings
Section 4.1. Annual Meeting of the Board. On the same day as
the annual meeting of shareholders, the Board of Directors shall
meet for the purposes of organization, the election of officers,
and the transaction of other business. Such meeting may be held on
such other date, and at such time and in such place, as shall be
specified by the Chairman of the Board, the President, the Chief
Executive Officer, the Treasurer or the Secretary (each of whom is
sometimes herein referred to as a "Designated Officer") in a notice
thereof given as hereinafter provided or in a waiver or waivers of
notice thereof signed by all the directors not present at such
meeting.
Section 4.2. Regular Meetings of the Board. Regular meetings
of the Board of Directors shall be held on such dates, at such
times, and in such places as shall be specified in notices thereof
given as hereinafter provided or in a waiver or waivers of notice
thereof signed by all the directors not present at any such meeting
to which such waiver or waivers apply.
Section 4.3. Special Meetings of the Board. Special meetings
of the Board of Directors may be called at any time by a Designated
Officer.
Section 4.4. Meetings of Committees. Meetings of any
committee of the Board of Directors may be called at any time by
the Chairman of the Board or the Chief Executive Officer. In
addition, meetings of any committee of the Board of Directors may
be called at any time by the Chairman of such committee after
consultation with the Chairman of the Board or the Chief Executive
Officer. Minutes of each committee of the Board of Directors shall
be kept by the Secretary or such other person as the Secretary or
the Chairman of such committee shall designate.
Section 4.5. Notice of Meetings. A Designated Officer (or
the chairman of the particular committee, in the case of a meeting
of any committee of the Board of Directors) shall cause written
notice of the time and place of every meeting of the Board of
Directors or of any committee thereof to be given to the Chairman
of the Board, the President, the Chief Executive Officer and to
each director or committee member, as the case may be, in person or
to his or her address as it appears on the records of the
Corporation by mail, telegram, or other means of written
communication (excluding facsimile or other means of electronic
transmission) at least three days prior to the day fixed for the
meeting, or by facsimile or other means of electronic transmission
or any means of oral communication given not later than the date
preceding the date of the meeting. If given by mail, telegram, or
other written communication, such notice shall be deemed to have
been given when the same shall have been placed in the United
States mail, postage prepaid, or when the same shall have been
delivered to the telegraph or other communication company, charges
prepaid, and addressed to the director or committee member, as the
case may be, at the aforesaid address. If given by facsimile or
other means of electronic transmission or oral communication, such
notice shall be deemed to have been given when the same shall have
been sent or communicated over telephone or other electronic means
of communication to the director or committee member, as the case
may be, or his or her apparent representative or in a manner
reasonably designed to arrive at such person's office, home, or
other location where the Corporation has been advised such person
is located. The purpose or purposes of any meeting of the Board of
Directors, or of any meeting of any committee of the Board of
Directors, need not be given in the notice thereof, and any and all
business of the Board of Directors or the committee, as the case
may be, may be transacted at the meeting.
Section 4.6. Waiver of Notice. Notice of any meeting of the
Board of Directors or a committee thereof need not be given to any
director or committee member, as the case may be, if such notice is
waived by him or her in writing, either before or after such
meeting. Directors or committee members present at a meeting of
the Board of Directors or committee thereof, as the case may be,
shall be deemed to have received due, or to have waived, notice
thereof, except where a director or committee member, as the case
may be, attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not
lawfully called or convened. Any meeting of the Board of Directors
or a committee thereof shall be a valid and binding meeting without
any notice thereof having been given if all the directors or
committee members, as the case may be, shall be present thereat.
Section 4.7. Quorum.
(a) The presence at any meeting of the Board of Directors or
a committee thereof of a majority of the members in office at the
time of the meeting of the Board of Directors or committee, as the
case may be, shall constitute a quorum for the transaction of
business.
(b) In the absence of a quorum, a majority of the directors
or committee members present at any meeting may adjourn such
meeting without provision for any further meeting or from time to
time as they may determine, without new notice being given other
than announcement at the meeting, until a quorum shall be present.
If a quorum is present when the meeting or adjourned meeting is
convened, the directors or committee members remaining present may
continue to do business, taking action by vote of a majority of a
quorum as fixed above, until adjournment, notwithstanding the
subsequent withdrawal of enough directors or committee members to
leave less than a quorum as fixed above or the refusal of any
director or committee member present to vote.
Section 4.8. Use of Conference Telephone. Directors or
committee members may participate in and hold a meeting of the
Board of Directors or a committee thereof, as the case may be, by
means of conference telephone or similar communications equipment,
provided that all persons participating in the meeting can hear and
communicate with each other. Such participation shall constitute
presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is
not lawfully called or convened.
Section 4.9. Voting. Except as otherwise required by law,
the Articles of Incorporation, or Section 4.7, the acts of a
majority of the directors of committee members present at a
meeting, or adjourned meeting, of the Board of Directors or a
committee thereof, as the case may be, at which a quorum is present
shall be the acts of the Board of Directors or such committee,
respectively.
Section 4.10. Director's Assent. A director who was present
or represented at any meeting of the Board of Directors or a
committee thereof at which any action was authorized or taken shall
be presumed to have assented to such action unless such director's
dissent therefrom was either noted in the minutes of the meeting or
filed promptly thereafter with the Secretary. Such right to
dissent shall not apply to a director who voted in favor of such
action.
Section 4.11. Action by Consent in Writing. Any action which
may be taken at a meeting of the Board of Directors or any
committee thereof may be taken by a consent in writing signed by
all of the directors or by all members of the committee, as the
case may be. Any such consent may be signed at any time or times
and may be signed in two or more counterparts.
Section 4.12. Emergency Provisions. During the existence or
continuance of any emergency resulting from an attack on the United
States or during any nuclear or atomic disaster:
(a) A meeting of the Board of Directors may be called by
any officer or, in the event no officer is available, a director.
(b) Notice of any meeting of the Board of Directors need
be given only to such of the directors as it may be feasible to
reach at the time and by such means as may be feasible at the time,
including without limitation publication or radio.
(c) Any director or directors in attendance at any meeting
of the Board of Directors shall constitute a quorum for the
transaction of business.
(d) If all of the directors are absent or otherwise
unavailable, any officer or officers present shall be deemed to be
a director or directors for all purposes.
ARTICLE V
Officers
Section 5.1. Principal Officers.
(a) The principal officers of the Corporation shall be a
Chairman of the Board, one or more Vice Chairmen of the Board, a
Chief Executive Officer, a President, a Chief Financial Officer, a
Chief Accounting Officer, a Treasurer, a Secretary and a
Controller.
(b) The Board of Directors may leave any of the offices
enumerated in paragraph (a) of this Section vacant, except the
offices of President, Treasurer, and Secretary.
Section 5.2. Other Officers. The Board of Directors may
appoint such other officers and agents at any time as may be
necessary for the business of the Corporation, each of whom shall
have such authority and perform such duties as may be prescribed in
these By-Laws or by the Board of Directors from time to time.
Section 5.3. Election, Term of Office, and Qualifications.
(a) Except as otherwise provided in these By-Laws, the
principal officers of the Corporation shall be elected annually by
the Board of Directors at its annual meeting. Each officer shall
hold office until the next succeeding annual meeting of the Board
of Directors and until his or her successor shall have been elected
and qualified, or until death, resignation, or removal.
(b) Officers need not be shareholders of the Corporation nor
residents of the State of Louisiana. If not already holding office
as directors of the Corporation at the time of their selection, the
Chairman of the Board and the President shall be elected as
directors simultaneously with their selection as such officers. No
other officer need be a director. Except as otherwise provided by
law, any two or more offices may be held by the same person,
provided that no person holding more than one office may sign, in
more than one capacity, any certificate or other instrument
required by law to be signed by two officers.
Section 5.4. Resignation. Any officer may resign at any time
by delivering a written resignation to the Chairman of the Board,
the President, or the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon receipt thereof.
Section 5.5. Vacancies. During the existence or continuance
of any emergency resulting from an attack, catastrophe, or
disaster, whether natural or man-made, and the absence or other
unavailability of the Chief Executive Officer, such officers or
other persons designated by, or in accordance with, any emergency
plan adopted by the Board of Directors or any other action taken by
the Board of Directors shall serve as officers of the Corporation.
Section 5.6. Chairman of the Board. The Chairman of the
Board may serve no more than three consecutive full one-year terms.
He shall preside at all meetings of shareholders, the Board of
Directors, and, unless another person is designated Chairman of the
Executive Committee, the Executive Committee, and shall be a non-
voting, ex-officio member of all other committees of the Board of
Directors. The Chairman of the Board shall guide the activities
and deliberations of the Board of Directors, work with management
to set the schedules for and agendas of meetings of the Board of
Directors and endeavor to ensure that the Board of Directors is
adequately informed and duly consulted and functions effectively in
making decisions and carrying out the responsibilities of the Board
of Directors to shareholders, regulators and the public. The
Chairman of the Board shall endeavor to ensure that the Board of
Directors receives adequate administrative support and is properly
organized with respect to the structure, responsibilities, staffing
and compensation of the Board of Directors and the committees
thereof, and has adequate liability indemnification and insurance,
and shall endeavor to ensure that members of the Board of Directors
receive accurate and timely reports and appropriate and adequate
education and training in key matters of oversight and corporate
governance. The Chairman of the Board shall, working with the
other members of the Board of Directors and the Chief Executive
Officer, seek to ensure that long-term goals and growth of the
Corporation are in line with the interests of shareholders,
customers, employees, communities and governmental agencies, and to
protect the rights and interests of shareholders of the Corporation
through oversight and scrutiny of policies, finances, operations
and controls. The Chairman of the Board shall, working with the
other members of the Board of Directors and the Chief Executive
Officer, seek to ensure that there is effective participation by
members of the Board of Directors in responding to and taking
actions as a result of audit and loan review findings and
regulatory examinations and that the Corporation and its
subsidiaries carry out all responsibilities required by applicable
laws and regulations. The Chairman of the Board shall promote the
proper relationship between the Board of Directors and management
of the Corporation, and the Boards of Directors and management of
any subsidiaries and corporate affiliates of the Corporation. The
Chairman of the Board shall work cooperatively with the Chief
Executive Officer with respect to all proposed initiatives with
regulatory agencies, major investors and representatives of lenders
to the Corporation and its subsidiaries. The Chairman of the Board
shall advise and consult with the Chief Executive Officer with
respect to proposed significant engagements of consultants,
advisors and legal counsel prior to seeking approval of any such
engagement by the Board of Directors or the
Executive Committee.
Section 5.7. Vice Chairman of the Board. There shall be
one or more Vice Chairmen of the Board of Directors. At least one
such Vice Chairman of the Board shall be a member of the Board of
Directors who is not otherwise an employee of the Corporation or
any of its subsidiaries, and such non-employee Vice Chairman shall,
in the absence of the Chairman of the Board, preside at meetings of
shareholders, the Board of Directors and, unless another person is
designated Chairman of the Executive Committee, the Executive
Committee and shall perform such other duties as may be assigned
him by the Board of Directors. Such non-employee Vice Chairman may
also serve as a member of any other committee of the Board of
Directors.
Other Vice Chairmen of the Board of Directors shall perform
such duties as may be assigned from time to time by the Board of
Directors, and may serve as members of any committees of the Board
of Directors.
Section 5.8. Chief Executive Officer. The Chief Executive
Officer shall have the authority and perform the duties of general
supervision and management of the business, property, and affairs
of the Corporation, including without limitation the power to
appoint and remove all officers, employees, and agents of the
Corporation, subject to applicable law and the control of the Board
of Directors. Except as otherwise required by law, the Chief
Executive Officer may sign any and all deeds, mortgages, contracts,
bonds, certificates, reports, and other documents, instruments, and
obligations in the name and on behalf of the Corporation. In
general, the Chief Executive Officer shall have all authority and
perform all other duties incident to the office of chief executive
officer of a corporation and shall have and exercise all such other
powers as from time to time may be assigned by the Board of
Directors.
Section 5.9. President. The President shall have such
authority and perform such duties as from time to time may be
assigned by the Board of Directors or the Chief Executive Officer.
Section 5.10. Chief Financial Officer. The Chief
Financial Officer shall have the overall responsibility and
authority for the management of the financial affairs of the
Corporation and shall have such specific duties as may be assigned
from time to time by the Board of Directors or the Chief Executive
Officer.
Section 5.11. Chief Accounting Officer. The Chief
Accounting Officer shall have the overall responsibility and
authority for management and oversight of the accounting and
financial control functions of the Corporation and shall have such
specific duties as may be assigned from time to time by the Board
of Directors or the Chief Executive Officer.
Section 5.12. Treasurer. The Treasurer shall have all
authority and perform all duties incident to the office of
treasurer of a corporation and have and exercise all such other
powers as from time to time may be assigned by the Board of
Directors, the Chief Executive Officer, or the President.
Section 5.13. Secretary. The Secretary shall:
(1) attend all meetings of shareholders and the Board of
Directors and keep minutes of all such meetings in records provided
for that purpose;
(2) give and send, or cause to be given and sent, and
receive all notices to or from the Corporation required or
permitted by law, the Articles of Incorporation, or these By-Laws;
(3) be custodian of the corporate seal and see that it, or
a facsimile thereof, is affixed to or printed on all documents,
instruments, and obligations as may be necessary or proper;
(4) attest or countersign any and all deeds, mortgages,
contracts, bonds, certificates, reports, and other documents,
instruments, and obligations that are necessary or proper to be
attested or countersigned in the course of the business of the
Corporation, except where such attestation or countersigning would
conflict or be inconsistent with the express direction of the Board
of Directors;
(5) execute and deliver all certificates that are
necessary or proper to be executed and delivered in the course of
the business of the Corporation;
(6) maintain, or cause to be maintained, stock books and
records, showing the names of all persons who are shareholders of
the Corporation, their addresses as furnished by each such
shareholder, and the number of shares held by each of them; and
(7) in general, have all authority and perform all duties
incident to the office of secretary of a corporation and have and
exercise all such other powers as from time to time may be assigned
by the Board of Directors, the Chief Executive Officer, or the
President.
Section 5.14. Assistant Treasurers and Assistant Secretaries.
Each Assistant Treasurer and Assistant Secretary shall have the
authority and perform the duties of the Treasurer or the Secretary,
as the case may be, in the absence or disability of the Treasurer
or the Secretary, respectively, and shall have and exercise such
powers as from time to time may be assigned by the Board of
Directors, the Chief Executive Officer, the President, or by the
Treasurer or the Secretary, respectively.
ARTICLE VI
Certificates of Stock
Section 6.1. Certificates. Every shareholder of record of
the Corporation shall be entitled to a certificate or certificates
of stock, to be in such form as may be required by law and as the
Board of Directors may prescribe, certifying the number of shares
of the Corporation owned by the shareholder.
Section 6.2. Execution of Certificates. The certificates of
stock of the Corporation shall be numbered and shall be signed by
(i) the Chairman of the Board, the President or any Vice President
and (ii) the Treasurer or any Assistant Treasurer or the Secretary
or any Assistant Secretary, and its seal, or a facsimile thereof,
shall be affixed or printed thereon.
Section 6.3. Transfers of Stock. The Board of Directors, the
Secretary, or any other officer or agent designated by the Board of
Directors may make such rules and regulations, not inconsistent
with law, the Articles of Incorporation, or these By-Laws, as may
be deemed necessary or proper with respect to the exchange,
transfer, and registration of shares and certificates of stock of
the Corporation and the replacement of any certificate alleged to
have been lost, destroyed, mutilated, or stolen.
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Corporate Seal. The Corporation shall have a
corporate seal and may use the same by causing it, or a facsimile
thereof, to be impressed or affixed or in any manner reproduced,
but failure to affix the corporate seal shall not affect the
validity of any document or instrument. The form of the corporate
seal shall be established and may be altered from time to time at
the pleasure of the Board of Directors.
Section 7.2. Fiscal Year. The fiscal year of the Corporation
shall end at the close of business on the 31st day of December of
each year.
Section 7.3. Depositories. All funds and securities of the
Corporation shall be deposited to the credit of the Corporation in
such account or accounts in such depository or depositories as
shall be designated in writing from time to time by the Treasurer
or any other employee of the Corporation to whom such power may
from time to time be delegated by the Board of Directors or the
Treasurer. Checks, drafts, notes, and other orders drawn against
such funds or securities may be signed in the name and on behalf of
the Corporation by the Treasurer or such other employee. Any
certificate, document, or instrument signed by the Treasurer, the
Secretary, or such other employee that designates a person or
persons to sign such checks, drafts, notes, or other orders and
which quotes this Section, or which is set forth on a depository's
standard form, shall constitute sufficient authorization for such
depository to honor and pay any such checks, drafts, notes, or
other orders.
ARTICLE VIII
Amendments
Subject to the power of the shareholders to change or repeal
these By-Laws by vote of a majority of the total voting power,
these By-Laws may be altered, amended, modified, or repealed at any
time and from time to time by vote of two-thirds of the Continuing
Directors at the time in office. For purposes of these By-Laws,
"Continuing Directors" means the directors who (i) were serving as
directors on the date this Article VIII was first adopted or (ii)
were first nominated for election as directors by a majority of (A)
the directors described in clause (i) and (B) the directors who
were previously nominated in accordance with this clause (ii).
<PAGE>
EXHIBIT 10.37
AGREEMENT
THIS AGREEMENT is entered into this 1st day of August, 1994,
by and among J. Herbert Boydstun ("Employee"), and Hibernia
National Bank, a national banking association ("Hibernia").
W I T N E S S E T H:
WHEREAS, Hibernia intends to acquire by merger First Bancorp
of Louisiana, Inc. (the "Bank"), of which Employee is the
President;
WHEREAS, Employee is a unique repository of information and
knowledge concerning the Bank, its customers and its operations;
WHEREAS, Hibernia desires to have the benefit of such
knowledge and experience and recognizes that such knowledge and
experience would be valuable to competitors of Hibernia to the
detriment of Hibernia;
NOW, THEREFORE, in consideration of the premises and of the
respective representations, warranties and covenants hereinafter
set forth, the parties hereto hereby agree as follows:
1. EMPLOYMENT. Hibernia agrees to employ Employee and
Employee agrees to remain in the employ of Hibernia, upon the terms
and subject to the conditions provided herein.
2. POSITION AND TITLE. During the period of his employment
hereunder, Employee shall be employed as Chairman of Hibernia-
Northeast Region, or such other title as may be mutually agreed by
the parties, and shall perform services when and as directed by
Hibernia, as more fully described in Section 3 hereof.
3. DUTIES. Employee's duties shall include those duties that
may, from time to time, be delegated to Employee by the President
of Hibernia, and such other responsibilities as may, in the sole
discretion of the President of Hibernia, be necessary or
appropriate to the position of Chairman. The duties would include,
but not necessarily be limited to, assisting in the integration of
First National Bank of West Monroe and Southern National Bank of
Tallulah into the operations of Hibernia, representing Hibernia in
community affairs, participating in activities with the Louisiana
Bankers Association, developing new business relationships and
assisting in soliciting merger and acquisition candidates. During
the period of this employment hereunder, Employee shall devote his
business time, attention, skill and efforts to the faithful
performance of his duties hereunder. During the term of his
employment under this Agreement, Employee may not serve, or
continue to serve, on the board of directors or hold any other
office or position with any other financial institution within the
Affected Area, as defined below.
4. COMPENSATION.
(a) Salary. Hibernia will pay Employee $154,000 per
year to compensate Employee for the duties and
responsibilities performed for Hibernia
described in Section 3 above. During the term
of his employment, Employee's salary will be
paid currently in equal installments twice
monthly, on the 15th and the last business day
of each month. The foregoing salary may be
increased, but not decreased, by the Board of
Directors of Hibernia or any committee of such
Board to which such responsibility is generally
or specifically delegated.
(b) Bonus. Hibernia will pay Employee at least
$46,000 annually as a bonus during the term of
this agreement at such time as regularly
scheduled bonuses are paid to senior executives
of Hibernia.
(c) Benefits. Employee during the term of his
employment shall also be entitled to receive such
benefits as Hibernia may provide for its employees
Pursuant to any policy of Hibernia authorized by
its Board of Directors.
(d) Dues. During the term of his employment, Hibernia
shall pay, on behalf of Employee, membership dues
for Employee at ____________________ Country Club,
and such other dues for memberships (professional
or otherwise) as may, from time to time, be
authorized by the President of Hibernia in
accordance with the Dues Policy of Hibernia. For
purposes of this Section 4(d), "dues" shall
include such initiation fees, periodic payments,
or purchases or leases of stock or assets as may
be necessary for any approved membership.
5. TERM. Employee's employment under this Agreement
shall commence at the Effective Date pursuant to the Agreement and
Plan and Merger (the "Agreement") dated November __, 1993 by and
between the Hibernia Corporation and First Bancorp of Louisiana,
Inc. and shall terminate thirty-six months from the Effective Date,
(the "Termination Date"), unless terminated sooner in accordance
with any provision hereof.
6. TERMINATION.
(a) Death or Disability.
(i) Employment shall terminate upon Employee's
death.
(ii) If Employee becomes, in the good faith
judgment of Hibernia's Board of Directors, physically or mentally
disabled so as to be eligible to receive benefits pursuant to the
disability insurance policy provided to Employee pursuant to this
Agreement, Hibernia may, at its option, terminate employment upon
not fewer than 15 days' written notice.
If employment is terminated pursuant to this
Subsection 6(a), Employee or his heirs, estate, executor and
administrator shall be entitled to receive, and Hibernia shall pay
to Employee or his heirs, estate, executor or administrator unpaid
salary through the Termination Date.
(b) Termination for Cause. This Agreement may be
immediately terminated by Hibernia if: (i) after the Effective
Date, Employee knowingly and intentionally commits, or is arrested
for or otherwise officially charged with, a felony or a crime
involving moral turpitude or any other criminal activity or
unethical conduct that, in the good faith opinion of the Board of
Directors of Hibernia, would seriously impair Employee's ability to
perform his duties hereunder or would impair the business
reputation of Hibernia or (ii) in good faith opinion of the Board
of Directors of Hibernia, Employee has violated any statute, rule,
or regulation under the federal securities or banking laws, the
securities of banking laws of nay state, or any provision of this
Agreement.
(c) Termination for Good Reason. Employee may
terminate this Agreement at any time for "Good Reason", defined to
mean, (i) while Employee is an employee, the assignment to him of
any duties or responsibilities which in his reasonable judgement
are inconsistent with the position of Employee set forth in Section
2 hereof, (ii) requiring Employee, without his consent, to be based
anywhere other than Monroe, Louisiana. If Employee terminates this
Agreement for Good Reason, Hibernia shall pay to Employee the
remainder of his salary through the Termination Date at the time of
termination in a lump sum.
(d) Termination of Agreement Without Cause. Hibernia
may terminate this Agreement without cause at any time after the
Effective Date by paying to Employee the full amount of salary in
a lump sum to which he would have been entitled through the
Termination Date.
7. Non-Competition.
(a) If Hibernia terminates this Agreement for cause,
or Employee terminates his employment without Good Reason, or if
Employee terminates his employment for Good Reason or Hibernia
terminates the Agreement without cause and, in each such case,
Hibernia has paid or continues to pay Employee the amounts due him
hereunder, then for a period of three years from the Effective
Date, Employee shall not:
(i) become an officer, director, employee or
more than 3% shareholder in any financial institution having an
office or otherwise doing business within the Affected Area, as
defined below;
(ii) solicit any of Hibernia's depositors or
other customers to become depositors or customers of any other
financial institution having an office or otherwise doing business
within the Affected Area;
(b) As used herein, the term "Affected Area" shall
mean the Parishes of Louisiana within a circle having as its center
the location of the Hibernia branch located at 18th Street, Monroe,
Louisiana, on the date of this Agreement and a radius of 100 miles
from such center.
8. HEADINGS. Section and other headings contained in this
Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.
9. INTEGRATED AGREEMENT. This Agreement, and all other
documents and instruments delivered in accordance with the terms
hereof, constitutes the entire understanding and agreement among
the parties hereto with respect to the subject matter hereof, and
there are no other agreements, understandings, restrictions,
representations or warranties among the parties other than those
set forth herein or herein provided for.
10. AMENDMENTS. This Agreement may be amended or modified at
any time in any or all respects, but only by an instrument in
writing executed by the parties hereto.
11. CHOICE OF LAW. The validity of the Agreement, the
construction of its terms, and the determination of the rights and
duties of the parties hereto shall be governed by and construed in
accordance with the internal laws of the State of Louisiana
applicable to contracts made to be performed wholly within such
State.
12. SEVERABILITY. Each provision of the Agreement is
intended to be severable. In the event that any one or more of the
provisions contained in this Agreement shall for any reason be held
to be invalid, illegal or unenforceable, the same shall not affect
the validity or enforceability of any other provision of this
Agreement, but this Agreement shall be construed as if such
invalid, illegal or unenforceable provisions had never been
contained therein. Notwithstanding the foregoing, however, no
provision shall be severed if it is clearly apparent under the
circumstances that the parties would not have entered into the
Agreement without such provision.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
/s/J. Herbert Boydstun
____________________________________
J. Herbert Boydstun
HIBERNIA NATIONAL BANK
By: /s/ Stephen A. Hansel
----------------------------
Stephen A. Hansel
President and Chief Executive Officer
<PAGE>
EXHIBIT 10.38
AGREEMENT
THIS AGREEMENT is entered into as of this 31st day of December,
1994, by and among E. R. Campbell, Jr. ("Employee"), and Hibernia
National Bank, a national banking association ("Hibernia").
W I T N E S S E T H:
WHEREAS, Hibernia intends to acquire by merger Pioneer
Bancshares Corporation ("Pioneer"), of which Employee is the
Chairman;
WHEREAS, Employee is a unique repository of information and
knowledge concerning Pioneer, its customers and its operations;
WHEREAS, Hibernia desires to have the benefit of such
knowledge and experience and recognizes that such knowledge and
experience would be valuable to competitors of Hibernia to the
detriment of Hibernia;
NOW, THEREFORE, in consideration of the premises and of the
respective representations, warranties and covenants hereinafter
set forth, the parties hereto hereby agree as follows:
1. EMPLOYMENT. Hibernia agrees to employ Employee and
Employee agrees to remain in the employ of Hibernia, upon the terms
and subject to the conditions provided herein.
2. POSITION AND TITLE. During the period of his employment
hereunder, Employee shall be employed as Chairman, Shreveport
Region, or such other title as may be mutually agreed by the
parties, and shall perform services when and as directed by
Hibernia, as more fully described in Section 3 hereof.
3. DUTIES. Employee's duties shall include those duties that
may, from time to time, be delegated to Employee by the President
of Hibernia, and such other responsibilities as may, in the sole
discretion of the President of Hibernia, be necessary or
appropriate to the position of Chairman, Shreveport Region. The
duties would include, but not necessarily be limited to, assisting
in the integration of Pioneer into the operations of Hibernia,
representing Hibernia in community affairs, participating in
activities with the Louisiana Bankers Association, developing new
business relationships and assisting in soliciting merger and
acquisition candidates. During the period of this employment
hereunder, Employee shall devote his business time, attention,
skill and efforts to the faithful performance of his duties
hereunder. During the term of his employment under this Agreement,
Employee may not serve, or continue to serve, on the board of
directors or hold any other office or position with any other
financial institution within the Affected Area, as defined below.
<PAGE>
4. COMPENSATION.
(a) Salary. Hibernia will pay Employee $250,000 per year
to compensate Employee for the duties and responsibilities
performed for Hibernia described in Section 3 above. During the
term of his employment, Employee's salary will be paid currently in
equal installments twice monthly, on the 15th and the last business
day of each month. The foregoing salary may be increased, but not
decreased, by the Board of Directors of Hibernia or any committee
of such Board to which such responsibility is generally or
specifically delegated.
(b) Benefits. Employee during the term of his employment
shall also be entitled to receive such benefits as Hibernia may
provide for its employees pursuant to any policy of Hibernia
authorized by its Board of Directors.
5. TERM. Employee's employment under this Agreement shall
commence at the Effective Date pursuant to the Agreement and Plan
and Merger (the "Agreement") dated June 1, 1994 by and between the
Hibernia Corporation and Pioneer Bancshares Corporation and shall
terminate five years from the Effective Date, (the "Contractual
Termination Date"). This Agreement may be terminated sooner in
accordance with any provision hereof.
6. TERMINATION.
(a) Death or Disability.
(i) Employment shall terminate upon Employee's death.
(ii) If Employee becomes, in the good faith judgment
of Hibernia's Board of Directors, physically or mentally disabled
so as to be eligible to receive benefits pursuant to the disability
insurance policy provided to Employee pursuant to this Agreement,
Hibernia may, at its option, terminate employment upon not fewer
than 15 days' written notice.
If employment is terminated pursuant to this Subsection 6(a),
Employee or his heirs, estate, executor and administrator shall be
entitled to receive, and Hibernia shall pay to Employee or his
heirs, estate, executor or administrator unpaid salary through the
Contractual Termination Date.
(b) Termination for Cause. This Agreement may be
immediately terminated by Hibernia if: (i) after the Effective
Date, Employee knowingly and intentionally commits, or is arrested
for or otherwise officially charged with, a felony or a crime
involving moral turpitude or any other criminal activity or
unethical conduct that, in the good faith opinion of the Board of
Directors of Hibernia, would seriously impair Employee's ability to
perform his duties hereunder or would impair the business
reputation of Hibernia or (ii) in good faith opinion of the Board
of Directors of Hibernia, Employee has knowingly or intentionally
violated any statute, rule, or regulation under the federal
securities or banking laws, the securities of banking laws of any
state, or any provision of this Agreement.
(c) Termination for Good Reason. Employee may
terminate this Agreement at any time for "Good Reason", defined to
mean, (i) while Employee is an employee, the assignment to him of
any duties or responsibilities which in his reasonable judgement
are inconsistent with the position of Employee set forth in Section
2 hereof, (ii) requiring Employee, without his consent, to be based
anywhere other than Shreveport, Louisiana. If Employee terminates
this Agreement for Good Reason, Hibernia shall pay to Employee the
remainder of his salary through the Contractual Termination Date at
the time of termination in a lump sum.
(d) Termination of Agreement Without Cause. Hibernia
may terminate this Agreement without cause at any time after the
Effective Date by paying to Employee the full amount of salary in
a lump sum to which he would have been entitled through the
Contractual Termination Date.
7. Non-Competition.
(a) If Hibernia terminates this Agreement for cause,
or Employee terminates his employment without Good Reason, or if
Employee terminates his employment for Good Reason or Hibernia
terminates the Agreement without cause and, in each such case,
Hibernia has paid or continues to pay Employee the amounts due him
hereunder through the Contractual Termination Date, then for a
period of five years from the Effective Date, Employee shall not:
(i) become an officer, director, employee or more than
3% shareholder in any financial institution having an office or
otherwise doing business within the Affected Area, as defined
below, except that in the case of First Federal Savings Bank, or
its successors, Employee may continue to own a percentage of the
outstanding shares not in excess of the percentage of such shares
owned by him as of the date hereof, which percentage of shares is
listed on Appendix 7 hereto;
(ii) solicit any of Hibernia's depositors or other
customers to become depositors or customers of any other financial
institution having an office or otherwise doing business within the
Affected Area;
(b) As used herein, the term "Affected Area" shall
mean the Parishes of Louisiana within a circle having as its center
the location of the Hibernia branch located at 401 Texas Street,
Shreveport, on the date of this Agreement and a radius of 100 miles
from such center.
8. HEADINGS. Section and other headings contained in this
Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.
9. INTEGRATED AGREEMENT. This Agreement, and all other
documents and instruments delivered in accordance with the terms
hereof, constitutes the entire understanding and agreement among
the parties hereto with respect to the subject matter hereof, and
there are no other agreements, understandings, restrictions,
representations or warranties among the parties other than those
set forth herein or herein provided for.
10. AMENDMENTS. This Agreement may be amended or modified at
any time in any or all respects, but only by an instrument in
writing executed by the parties hereto.
11. CHOICE OF LAW. The validity of the Agreement, the
construction of its terms, and the determination of the rights and
duties of the parties hereto shall be governed by and construed in
accordance with the internal laws of the State of Louisiana
applicable to contracts made to be performed wholly within such
State.
12. SEVERABILITY. Each provision of the Agreement is
intended to be severable. In the event that any one or more of the
provisions contained in this Agreement shall for any reason be held
to be invalid, illegal or unenforceable, the same shall not affect
the validity or enforceability of any other provision of this
Agreement, but this Agreement shall be construed as if such
invalid, illegal or unenforceable provisions had never been
contained therein. Notwithstanding the foregoing, however, no
provision shall be severed if it is clearly apparent under the
circumstances that the parties would not have entered into the
Agreement without such provision.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
EMPLOYEE
/s/E.R. Campbell, Jr.
______________________________
E. R. Campbell, Jr.
HIBERNIA NATIONAL BANK
By: /s/Stephen A. Hansel
_______________________________
Stephen A. Hansel
President and Chief
Executive Officer
<PAGE>
PORTIONS OF THE 1994 ANNUAL REPORT TO SECURITY HOLDERS OF HIBERNIA CORPORATION
HIBERNIA CORPORATION INFORMATION
Corporate Offices Mailing Address
313 Carondelet Street PO BOX 61540
New Orleans, LA 70130 New Orleans, LA 70161
504-533-3333
STOCK LISTING
The common stock of Hibernia Corporation is listed on the New
York Stock Exchange under the ticker symbol "HIB." Price and volume
information are listed under "Hibernia" and "HIB" in the Wall
Street Journal and under similar designations in other daily
newspapers. At December 31, 1994, Hibernia Corporation had 12,763
shareholders of record and 3,261 full-time equivalent employees.
REGISTRAR AND TRANSFER AGENT
Shareholders requesting a change of address, records or
information about lost certificates should contact:
Chemical Bank
Securityholder Relations Department
450 W. 33rd Street, 8th Floor
New York, New York 10001
Toll-free: 800-647-4273
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Hibernia's Dividend Reinvestment and Stock Purchase Plan is an
economical, convenient way for shareholders to increase their
holdings of the Company's stock. Once enrolled in the plan,
shareholders may purchase new shares directly from the Company by
reinvesting cash dividends, making optional cash purchases or both.
INFORMATION
Shareholders, media representatives and other individuals
seeking copies of the annual report, Form 10-K and Form 10-Q, as
well as general information, should contact Jim Lestelle, Manager
of Corporate Communications, at 504-533-5482 or toll-free at 800-
245-4388.
Analysts and others seeking financial data or a prospectus on
the Dividend Reinvestment and Stock Purchase Plan should contact
Linda Meche, Manager of Finance and Investor Relations, at 504-533-
2180 or toll-free at 800-245-4388.
DUPLICATE MAILINGS
The Company is required to mail information to each name on
its shareholder list, even if it means sending duplicates.
Shareholders wishing to eliminate duplicate mailings should send a
written request to Chemical Bank at the address on this page
indicating which names should be removed. This will not affect
dividend or proxy mailings.
STOCK PRICE AND DIVIDEND INFORMATION
<TABLE>
<CAPTION>
1994 1993
Cash Cash
Market Price(1) Dividends Market Price(1) Dividends
High Low Declared High Low Declared
<S> <C> <C> <C> <C> <C> <C>
Frist Quarter $8.25 $7.38 $0.04 $7.88 $6.00 -
Second Quarter $9.13 $7.38 $0.04 $8.13 $6.38 -
Third Quarter $8.88 $7.88 $0.05 $8.50 $6.63 $0.03
Fourth Quarter $8.50 $7.50 $0.06 $9.00 $6.88 -
(1) NYSE closing price
</TABLE>
<PAGE>
Management's Discussion and
Analysis of Financial Condition
and Results of Operations
Management's Discussion presents a review of the major
factors and trends affecting the performance of Hibernia
Corporation (the "Company" or "Hibernia") and its subsidiaries,
principally Hibernia National Bank (the "Bank"), and should be
read in conjunction with the accompanying consolidated financial
statements, notes and tables. The results for 1992 include the
accounts of Hibernia National Bank in Texas (the "Texas Bank")
through June 30, 1992. From July 1, 1992 until the date of its
sale on December 31, 1992, results include the equity investment
of the parent company in the Texas Bank.
During 1994, the Company completed six mergers which were
accounted for as poolings of interests. Accordingly, all
prior-year information has been restated to reflect the effect of
these mergers. The six institutions with which the Company merged
are referred to as the "pooled companies."
1994 Highlights
Highlights of Hibernia Corporation's performance for 1994
include the following:
* Net income of $84.7 million ($.78 per share), up
33% from $63.8 million ($.59 per share) in 1993.
* Increases in profitability, loans and capital
strength; further improvement in asset quality;
and significant enhancements to the Company's
franchise.
* Loan growth of 15% to $3.4 billion at December 31,
1994, with commercial loans up 9% and consumer
loans up 23% from a year earlier.
* A decline in nonperforming assets of 66% to $34.9
million from $103.9 million at December 31, 1993.
The continuing strong improvement in asset quality
made possible a $17.2 million negative provision.
After the negative provision, reserve coverage of
nonperforming loans stood at 765%, compared to
263% at the end of 1993.
* An increase in net interest income of $3.1 million
primarily due to a $267.6 million increase in
average loans. Modest pressure on spreads resulted
in a 12 basis point decline in the net interest
margin to 4.55%.
* An increase in returns on assets (ROA) and equity
(ROE) to 1.35% and 15.63%, respectively, from
1.06% and 13.33% for 1993.
* Doubling of the quarterly dividend. After an
absence of more than two years, cash dividends
were reinstated at $.03 per share in the third
quarter of 1993. The dividend was increased three
times in 1994, resulting in a $.06-per-share
dividend in the fourth quarter.
* Completion of mergers with six institutions with
combined assets of $1.4 billion and 45 offices.
* Announcement of merger agreements with four
additional institutions which, when consummated,
would increase the Company's assets by more than
$400 million, or 7%, to $6.8 billion. Subject to
regulatory and shareholder approval, consummation
is anticipated in 1995.
Financial Condition:
Earning Assets
Earning assets include loans, securities and short-term
investments and are the Company's main source of income. Average
earning assets totaled $5.8 billion in 1994, compared to $5.6
billion in 1993 and $5.9 billion in 1992. Average earning assets
increased $207.2 million in 1994 due to growth in loans and
securities held to maturity. Average earning assets decreased
from 1992 to 1993 due to the sale of the Texas Bank in 1992,
which resulted in a $378.9 million decrease. Loans as a
percentage of average earning assets increased to 53.5% in 1994,
compared to 50.7% in 1993 and 60.1% in 1992. Securities held to
maturity increased to 32.0% of average earning assets in 1994
from 31.0% in 1993 and 21.0% in 1992.
Loan demand, which began to increase in the second half of
1993, continued to strengthen throughout 1994. The Company
reinvested the proceeds from lower-yielding, short-term
investments into loans and securities held to maturity. The
remaining earning assets are liquid assets which include
securities available for sale and short-term investments.
Total earning assets as of December 31, 1994 were $5.8
billion, up $36.9 million from a year earlier. Total loans
increased $432.9 million (14.7%) to $3.4 billion, while
securities held to maturity, securities available for sale and
short-term investments declined $184.3 million, $115.3 million
and $96.4 million, respectively.
Loans
Funding sources are deployed into loans in order to meet
customer credit needs and achieve yields that are generally
higher than those available on alternative earning assets,
while considering liquidity and credit quality. In addition,
lending relationships afford the opportunity to cross-sell other
products, thus creating additional sources of income.
Average loans increased $267.6 million as both commercial
and consumer lending experienced strong growth. More responsive
customer service, improved consultative skills of Hibernia
bankers, and enhanced banking convenience and products enabled
the Company to increase loans in an improving Louisiana economy.
Average loans declined $673.4 million in 1993, reflecting both
the sale of the Texas Bank ($292.5 million) and downsizing
efforts in 1992, which emphasized reducing non-relationship
lending. The decline in 1993 also resulted from successful
efforts to improve asset quality through the resolution of
nonperforming loans. Loans at year-end 1994 totaled $3.4 billion,
$432.9 million (14.7%) higher than at year-end 1993.
Table 1 details Hibernia's loan portfolio according to
industry concentration. Consumer loans grew $275.5 million
(22.7%), while commercial loans increased $157.4 million (9.1%)
in 1994. The portfolio mix was 44.2% consumer and 55.8%
commercial at year-end 1994, compared to 41.3% and 58.7%,
respectively, at year-end 1993. These results reflect Hibernia's
strategy to seek growth in consumer lending while maintaining the
Company's preeminence in Louisiana commercial lending.
Commercial Loans
Expansion of the commercial loan portfolio
in 1994 was balanced among commercial real estate, up $45.7
million (10.6%); energy, up $23.7 million (34.6%); services, up
$22.6 million (8.5%); and commercial and industrial, up $59.2
million (10.8%). Management expects to continue emphasizing
Louisiana-based lending and balancing the mix of the commercial
real estate portfolio by project type and tenant diversification.
Consumer Loans
The increase in consumer loans to $1,490.9
million at December 31, 1994, from $1,215.4 million at December
31, 1993, resulted primarily from increased marketing efforts,
new product development and extended service hours, designed to
maximize the effectiveness of the Company's extensive statewide
office network.
Indirect lending was a major focus within consumer lending
in 1994. Until late 1991, the Company was one of the market
leaders in indirect lending in Louisiana, which is primarily
conducted through automobile dealerships. Management shifted
emphasis away from indirect lending during the downsizing efforts
of 1992 but began rebuilding the Company's indirect lending
infrastructure and relationships in 1993. As a result, this
portfolio increased to $480.2 million at December 31, 1994,
from $301.7 million at December 31, 1993. Hibernia's market share
of new-car indirect lending increased in virtually every major
market as the result of increases in existing indirect
relationships. Expansion of the Hibernia banking office system in
markets which are either under-served or where the Company does
not yet have a presence should enhance indirect lending efforts
even further.
Revolving credit loans increased $20.5 million (39.0%) in
1994 as Hibernia directed promotional efforts toward increasing
usage of credit lines among existing customers and attracting new
customers.
Securities
At the end of 1994, total securities were $2.3 billion,
a decrease of $299.6 million, or 11.6%, from the end of 1993. Of
total securities, 97% are securities of the U.S. government or
its agencies. The composition of the securities portfolios is
shown in Table 2.
On December 31, 1993, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," which
requires the classification of securities into one of three
categories: trading, available for sale or held to maturity.
Management determines the appropriate classification of debt
securities at the time of purchase and re-evaluates this
classification periodically.
Trading account securities are held for resale in
anticipation of short-term market movements. These securities are
carried at fair value and are included in short-term investments.
Gains and losses, both realized and unrealized, are reflected in
earnings.
Debt securities are classified as held to maturity when the
Company has the positive intent and ability to hold the
securities to maturity. Held to maturity securities are stated at
amortized cost.
Securities not classified as trading or held to maturity are
classified as available for sale. Available for sale securities
are stated at fair value, with unrealized gains and losses,
net of tax, reported in a separate component of shareholders'
equity. The Company may sell these securities prior to maturity
in response to liquidity demands. Management has established a
minimum acceptable level of available for sale securities which
is equal to 10% of non-collateralized deposits.
Prior to December 31, 1993, the Company classified
securities as held for sale (available for sale) and investment
securities (held to maturity) based on criteria which did not
differ significantly from those required by the new standard.
Held for sale securities were recorded at the lower of cost or
fair value.
Trading Securities
The Company held no trading securities at
December 31, 1994, and there was no significant trading activity
during 1994, 1993 or 1992.
Securities Available for Sale
Average securities available
for sale decreased $12.4 million in 1994, reflecting contractual
payments and prepayments of principal, primarily related to
residential mortgage refinancing resulting from the low interest
rate environment through 1993. The proceeds from the payments and
prepayments were invested primarily in securities held to
maturity and loans.
Securities Held to Maturity
Average securities held to
maturity increased $120.1 million from 1993 to 1994. In light of
weak loan demand in the first half of 1993, management elected to
invest in adjustable-rate mortgage-backed securities.
Maturities and yields of securities at year-end 1994 are
detailed in Table 3. Mortgage-backed securities are classified
according to contractual maturity without consideration of
principal amortization or projected prepayments.
At December 31, 1994, the available for sale portfolio
included $146.6 million, and the held to maturity portfolio
included $650.6 million, of adjustable-rate securities, primarily
mortgage-backed securities, which are tied to a cost-of-funds
index. In much the same manner as Hibernia's cost of funds
adjusts to new market rates over a period of time, the rates on
these securities may not fully reflect a change in market
interest rates for more than a year.
The average repricing period of securities held
to maturity at December 31, 1994 was 2.5 years, compared to 2.7
years at December 31, 1993. The average repricing period of
securities available for sale at December 31, 1994 was 3.3 years,
compared to 2.9 years at December 31, 1993. Although the
indicated repricing period for securities available for sale was
3.3 years as of December 31, 1994, carrying these securities at
market value has the effect of recognizing a yield on the
securities equal to the current market yield.
Asset Quality
Nonperforming assets consist of nonaccrual loans (loans on
which interest income is not currently recognized), restructured
loans (loans with below-market interest rates or other
concessions due to the deteriorated financial condition of the
borrower) and foreclosed assets (assets to which title has been
assumed in satisfaction of debt and in-substance foreclosures).
In-substance foreclosures include loans for which the market
value of the collateral is less than the loan obligation, it is
uncertain that the borrower has the capacity to repay the loan in
full, and management expects ultimate repayment to come from
foreclosure on or liquidation of the collateral. Generally,
payments received in satisfaction of debt on nonperforming loans
are applied to reduce principal. Certain nonperforming loans are
current as to principal and interest payments but are classified
as nonperforming because there is a question concerning full
collectibility of both principal and interest.
Nonperforming assets totaled $34.9 million at year-end 1994,
a $69.0 million (66%) decrease from the prior year. Nonperforming
assets totaling $103.9 million at December 31, 1993 were down
$125.4 million (55%) from December 31, 1992. The composition of
nonperforming assets for the past five years is illustrated in
Table 4.
Table 5 lists the performance classifications of
nonperforming assets. The Company classifies nonperforming loans
and in-substance foreclosures according to the number of days a
borrower is past due on scheduled principal or interest payments.
Nonperforming loans totaled $19.4 million at year-end 1994,
$65.6 million at year-end 1993 and $145.3 million at year-end
1992. At December 31, 1994, 66.4% of nonperforming loans were
less than 60 days past due.
Table 6 details nonperforming loan activity during 1994 by
loan type (commercial real estate, other commercial and
consumer). The significant reduction in nonperforming loans in
1994 is primarily the result of payments, sales and returns to
performing status totaling $43.0 million, while additions to
nonperforming loans totaled $19.6 million.
In addition to the nonperforming loans discussed above,
there are $12.0 million of commercial loans for which payments
are current but which, in management's opinion, are subject to
potential future classification as nonperforming.
Foreclosed assets, which are recorded at fair value less
estimated selling cost, totaled $15.5 million at year-end 1994,
$38.3 million at year-end 1993 and $84.0 million at year-end
1992. Improvements in commercial real estate and general economic
conditions, which allowed for favorable dispositions of
previously foreclosed properties, and a decrease in the amount of
loans being transferred to foreclosed assets were the primary
factors in the decline.
As of January 1, 1995, the Company will adopt SFAS No. 114,
"Accounting for Impairment of a Loan," which, as it relates to
in-substance foreclosures, requires that a creditor continue to
follow loan classification on the balance sheet unless the
creditor receives physical possession of the collateral.
Accordingly, upon adoption, $6.9 million of in-substance
foreclosures will be transferred from foreclosed assets to
nonperforming loans.
One measure of asset quality is the level of nonperforming
assets compared to total loans plus foreclosed assets
(nonperforming asset ratio). At year-end 1994, the Company's
nonperforming asset ratio was 1.03%, compared to 3.49% at
year-end 1993 and 7.57% at year-end 1992.
Another measure of asset quality is the amount of net
charge-offs during the year compared to average loans. As
illustrated in Table 7, net charge-offs in 1994 totaled $6.7
million, a $16.9 million decline from $23.6 million in 1993 and a
$72.7 million reduction from $79.4 million in 1992. Net
charge-offs as a percentage of average loans were .22% in 1994,
.83% in 1993 and 2.25% in 1992.
Hibernia's loan delinquency ratio - the level of accruing,
delinquent loans (over 30 days past due) as a percentage of total
loans - is an indicator of potential problems in asset quality.
This ratio stood at .87% at December 31, 1994, compared to .70%
at year-end 1993 and 1.26% at year-end 1992. The commercial loan
delinquency ratio increased in 1994 from .51% to .72%, while the
consumer loan delinquency ratio rose from .97% to 1.12%.
Reserve and Provision
for Possible Loan Losses
The reserve for possible loan losses is composed of specific
reserves (assessed for each loan for which a probable loss has
been identified), general reserves and an unallocated reserve.
Management continuously evaluates the reserve to ensure the level
is adequate to absorb losses inherent in the loan portfolio. The
provision expense is then recorded to maintain the reserve at the
determined level. Factors contributing to the determination of
specific reserves include the financial condition of the
borrower, changes in the value of pledged collateral and general
economic conditions. General reserves are established based on
historical loss experience and trends in delinquencies and
nonaccrual loans. The unallocated reserve serves to compensate
generally for the uncertainty in estimating loan losses,
including the possibility of changes in risk ratings of loans and
specific reserve allocations. The board of directors reviews the
adequacy of the reserve each quarter.
The year-end 1994 reserve of $148.6 million provided 764.9%
coverage of nonperforming loans, compared to $172.5 million,
with 263.0% coverage, at year-end 1993 and $199.5 million,
with 137.3% coverage, at year-end 1992. An allocation of the
December 31, 1994 reserve is presented in Table 8.
The provision for possible loan losses (a component of
earnings) is the means by which the reserve for possible loan
losses is adjusted to establish a reserve level considered
adequate by management to absorb future potential loan losses.
Due to the continuing improvements in asset quality discussed
earlier and reduced levels of net loan charge-offs as detailed in
Table 7, negative provisions were recorded in 1994 and 1993
amounting to $17.2 million and $3.7 million, respectively. These
amounts compare to a $71.1 million provision in 1992. The
provision attributable to the Texas Bank totaled $3.1 million in
1992. Because factors such as loan growth and the future
collectibility of loans are uncertain, the likelihood of negative
provisions in future periods cannot be predicted.
Funding Sources:
Deposits and Borrowings
DEPOSITS
Deposits are the Company's primary source of funding for its
earning assets. Hibernia offers a variety of products designed to
attract and retain customers, with the primary focus on core
deposits.
Average deposits totaled $5.4 billion in 1994, a $166.0
million (3.2%) increase from 1993. Core deposits were up $153.6
million to $4.6 billion or 85.1% of total deposits. Transaction
accounts (demand deposits and NOW accounts) accounted for most of
the increase in core deposits. Rising interest rates during 1994
resulted in the reversal of a downward trend in consumer time
deposits throughout the banking industry. Consumers began
returning funds to insured deposits, primarily CDs, after having
previously invested in other higher-yielding instruments such as
mutual fund investments. Total deposits at year-end 1994 were
$5.5 billion, a $168.3 million increase from year-end 1993.
Borrowings
The Company's borrowings historically have
included long-term debt and short-term federal funds purchased
and repurchase agreements. During 1994, the Company retired $24.5
million of debt acquired through mergers. The remaining $5.7
million of debt consists of $1.2 million in unsecured debt and
$.9 million of subordinated debentures, both of which will be
repaid in 1995, and $3.6 million in advances from the Federal
Home Loan Bank.
Federal funds purchased and securities sold under agreements
to repurchase, short-term sources of funds, averaged $164.6
million in 1994, up 19.1% from $138.2 million in 1993 and down
20.6% from $207.3 million in 1992.
Interest Rate Sensitivity
Interest rate risk is the potential impact of changes in
interest rates on net interest income and results from mismatches
in repricing opportunities of assets and liabilities over a
period of time. Simulation models are utilized to estimate the
effects of changing interest rates and various balance sheet
strategies on the level of net interest income. Management may
alter the mix of floating- and fixed-rate assets and liabilities,
change pricing schedules and enter into derivative contracts as a
means of limiting interest rate risk to an acceptable level.
Table 11 presents Hibernia's interest rate sensitivity position
at December 31, 1994.
This profile, usually referred to as a gap analysis, is
based on a point in time and may not be meaningful because,
in general, assets and liabilities are placed in categories
according to contractual maturities and repricing periods rather
than estimating these characteristics as is done in simulation
models. Also, the gap analysis does not consider subsequent
changes in interest rate levels or spreads between asset and
liability categories. Although Table 11 indicates that the
Company is liability-sensitive (interest-bearing liabilities
exceed earning assets) up to one year, this may not be true in
practice. The 1-30 day deposit category includes savings, NOW
accounts and money market deposit accounts, which have
indeterminate maturities. The rates paid on these core deposits,
which account for 44.7% of interest-bearing deposits, do not
necessarily reprice in direct relationship to changes in interest
rates. In addition, one of Hibernia's deposit products is the
OneWay CD, which gives the customer a one-time opportunity to
adjust the rate on a certificate of deposit during its two-year
term. As of December 31, 1994, these deposits totaled $632.6
million, of which $153.4 million had been repriced. The remaining
$479.2 million are included in the 1-30 day deposit category
because they may reprice at any time. However, these deposits
adjust to market rates over a much longer period as individual
depositors choose when to exercise the option to adjust the rate
on their deposits.
In addition to core deposits, which serve to lessen the
volatility of net interest income in changing rate conditions,
the Company's loan and security portfolios contain fixed-rate
mortgage loans and mortgage-backed securities that have actual
maturities and cash flows that vary with the level of interest
rates. These earning assets are reported in the "over 5 years and
non-sensitive" category when, in fact, a portion of these
balances may be subject to repricing within one year or less
(depending on market interest rates), because the actual cash
flows from these instruments will vary from the contractual
maturities due to payoffs and refinancing activity.
On a limited basis, Hibernia uses derivative financial
instruments to manage interest rate exposure. Because the credit
risk in these instruments is related to the ability of
counterparties to meet contractual terms, appropriate credit
approval is required before the Company enters into an interest
rate contract. Notional principal amounts express the volume of
these transactions, although the amounts potentially subject to
credit and market risk are much smaller. Deposit-related interest
rate swaps have totaled $15.0 million at the end of each of the
last three years. These interest rate swaps were entered into as
hedges against longer-term deposits of the same maturity,
exchanging a fixed rate of interest for a floating rate. The
differential to be paid or received is accrued as interest rates
change and is recognized as an adjustment to interest expense on
deposits.
Derivative financial instruments are held or issued by the
Company for trading purposes to provide Hibernia customers the
ability to manage their own interest rate sensitivity. In
general, matched trading positions are established to minimize
interest rate risk to the Company. The notional value of these
instruments totaled $148.1 million at year-end 1994, $13.7
million at year-end 1993 and $11.4 million at year-end 1992.
In addition to these derivative instruments, the Company
guarantees an interest rate swap agreement, with a notional value
of $74.0 million, between a Hibernia customer and an unaffiliated
bank. The Company is exposed to loss only if the customer
defaults and the interest payments the customer is obligated to
pay exceeds those it is entitled to receive from the unaffiliated
bank.
Net Interest Margin
The net interest margin is taxable-equivalent net interest
income as a percentage of average earning assets. Net interest
income is the difference between total interest and fee income
generated by earning assets and total interest expense incurred
on interest-bearing liabilities and is affected by:
* Volume, yield and mix of earning assets.
* Level of nonperforming loans.
* Interest rate environment.
* Volume, yield and mix of interest-bearing
liabilities.
* Amount of noninterest-bearing liabilities
supporting earning assets.
The net interest margin is composed of the net interest
spread, which measures the difference between the average yield
on earning assets and the average rate paid on interest-bearing
liabilities; and the noninterest-bearing funds contribution,
which measures the effect of noninterest-bearing funds (primarily
demand deposits and shareholders' equity) on net interest income.
In general, the higher the ratio of noninterest-bearing funds
supporting earning assets, the higher the net interest margin.
Hibernia's noninterest-bearing funds ratio was 21.38% in 1994,
compared to 20.35% in 1993 and 13.43% in 1992.
The net interest margin of 4.55% in 1994 compares to 4.67%
in 1993 and 4.50% in 1992. The decrease in the net interest
margin from 1993 to 1994 was the result of the reinvestment,
at lower rates, of funds received from maturities and prepayments
of securities and loans acquired during the higher rate
environment of earlier years, and a higher cost of funds. This
decline was largely offset by a change in the mix of earning
assets as higher-yielding loans increased while lower-yielding
short-term investments decreased as a proportion of total earning
assets. The 17 basis-point increase in 1993 was the result of a
significant decline in nonperforming loans, the replacement of
high-cost long-term debt with equity and the favorable interest
rate environment. In addition, a higher level of
noninterest-bearing funds supported earning assets in 1993.
Results of Operations:
The Company reported net income of $84.7 million, or $.78
per share, in 1994. In 1993, income before the cumulative effect
of an accounting change totaled $61.1 million, or $.57 per share.
Income before an extraordinary loss on debt restructuring and the
utilization of net operating loss carryforwards was $2.0 million,
or $.04 per share, in 1992.
The improved operating results in 1994 are attributable to
continuing improvements in asset quality and operating
efficiency. These factors, along with an increase in the net
interest margin and successful completion of the Company's
recapitalization in 1992, contributed to the improvement in
operating income in 1993.
Net Interest Income
Net interest income on a taxable-equivalent basis increased
$2.6 million, or 1.0%, to $264.7 million in 1994 from $262.1
million in 1993. Net interest income in 1992 was $263.8 million.
Net interest income attributable to the Texas Bank totaled $20.2
million in 1992. Excluding net interest income of the Texas Bank
in 1992, taxable-equivalent net interest income would have
increased $18.5 million, or 7.6%, in 1993.
Taxable-equivalent net interest income increased in 1994
because of the growth in earning assets and the change in the mix
of earning assets, partially offset by lower spreads between
earning assets and interest-bearing liabilities. As indicated in
Table 13, the change in net volumes raised taxable-equivalent net
interest income by $21.1 million, primarily the result of a lower
level of nonperforming assets and an improved earning asset mix.
The net change attributable to interest rates lowered
taxable-equivalent net interest income by $18.5 million,
reflecting a narrowing of the net interest spread as interest
rates rose.
The net decrease in taxable-equivalent net interest income
in 1993 was primarily the result of a lower volume of earning
assets due to the sale of the Texas Bank, partially offset by the
lower volume of nonperforming assets and a lower-cost liability
mix.
Noninterest Income
Service charges on deposits, trust fees, mortgage loan
servicing fees and retail investment service fees were the
largest contributors to noninterest income in 1994. Noninterest
income totaled $85.7 million in 1994, compared to $81.2 million
in 1993 and $78.1 million in 1992 excluding gains and losses on
sales of securities for all years and noninterest income of the
Texas Bank in 1992.
The $4.5 million (5.5%) increase in 1994 compared to 1993
was due to increases in retail investment service income, service
charges on deposits and ATM fees, partially offset by declines in
income from trust fees, the sale of mortgage loans and computer
service fees.
Retail investment service income increased $1.5 million
(31.6%) reflecting Hibernia's intensive management and
sales-and-service training program which emphasizes a proactive
consultative approach to analyzing and providing for the
financial needs of its customers. The increase in service charges
on deposits of $3.3 million (8.6%) was due to both pricing
increases and increases in fee-generating deposit balances. ATM
fees increased $2.2 million (234.2%) due to an expanded and
upgraded network and surcharges on ATM transactions.
Trust fees declined $.9 million (6.7%) largely due to market
conditions which impact certain fees based on the values of
assets held in trust accounts. In addition, trust fees also
decreased due to the effect of a restructuring of fee schedules
for certain large accounts.
The sale of mortgage loans resulted in losses totaling $.1
million in 1994, compared to $2.4 million in gains recorded in
1993. The Company enters into forward contracts to securities and
sell its expected production of mortgage loans at a locked-in
rate. The rise in mortgage loan rates during 1994 resulted in a
higher-than-expected percentage of mortgage loan closings.
To the extent that mortgage loan production was greater than
expected and given the rising rate environment, sales in the
secondary market resulted in losses.
Fees earned by providing computer services to correspondent
banks decreased $1.2 million (52.4%) in 1994, reflecting
management's earlier decision to discontinue pursuing third-party
data processing business.
The increase in total fee income in 1993 compared to 1992
was the result of an increase in trust fees of $1.0 million
(7.9%), due to a new fee schedule implemented in the fourth
quarter of 1992 and an 11.4% increase in trust assets; and an
increase in service charges on deposits of $.9 million (2.4%),
reflecting increases in transaction accounts (demand deposit,
NOW and savings).
Noninterest Expense
Noninterest expense totaled $271.2 million in 1994, compared
to $272.6 million in 1993 and $260.2 million in 1992, excluding
noninterest expense of the Texas Bank in 1992.
Noninterest expense in 1994 included merger-related charges
of $11.1 million, primarily $3.5 million of employee expenses,
$2.6 million for duplicate facilities and equipment and $2.9
million in professional and other fees associated with the
closing of merger transactions. Also included in 1994 noninterest
expense is a $17.6 million charge for the impairment of goodwill
associated with acquisitions in the mid-to-late 1980s.
As a result of a new organizational structure implemented
during the third quarter of 1994 and improved management
information systems, management conducted an analysis which
estimated the discounted cumulative net income before goodwill
amortization expense for each of its primary geographic regions
over the remaining amortization period of the associated goodwill
of approximately nine years. Purchase prices for acquisitions
which gave rise to recording goodwill reflected management's
intent at the time to generate efficiencies by merging the
operations of the acquired banks and increasing market share from
the resulting base. However, management's current analysis
indicated that projected performance of the Company's existing
franchise in two regions would not be adequate to support the
remaining unamortized goodwill resulting from previous
acquisitions. The impaired goodwill was written off in one
instance and written down to realizable value in another during
the third quarter, resulting in a charge of $16.1 million. In
addition $1.5 million of goodwill related to the formation of a
bank holding company previously recorded by a pooled company was
written off.
Noninterest expense in 1993 included a provision for data
processing enhancements totaling $12.0 million related to a
contract with a new data processing service provider. Under the
contract, the Company is installing a new integrated platform of
software applications, including improved banking-office and
teller-automation systems, all of which will enhance customer
service and promote operating efficiencies. The enhanced systems
should be in place in early 1995. This provision represented an
estimate of costs relating to conversion, write-downs of
application software that will be replaced and penalties for
termination of the previous contract. The Company also recorded a
provision for the recognition of the economic impairment of
certain facilities which amounted to $2.7 million, as well as a
$10.4 million addition to litigation reserves relating to a
shareholder class-action suit and other suits.
Excluding the expenses in 1994 and 1993 mentioned above,
total noninterest expense declined $5.0 million (2.0%) to $242.5
million in 1994.
Staff costs increased $10.3 million (9.5%), or $6.8 million
(6.3%) after merger-related expenses are excluded. This increase
was primarily related to management incentive programs and merit
increases.
Occupancy and equipment expense increased $3.2 million
(8.3%), or $.6 million (1.5%) excluding the merger-related
expenses, primarily due to efforts to conform equipment of pooled
companies to a common standard and investments in new technology
designed to serve customers better. In addition, data processing
expenses increased $2.4 million (14.2%), or $1.5 million (9.0%)
excluding the merger-related expenses, primarily due to dual
expenses involved in the conversion to a new vendor, as well as
enhancements to the Company's technology.
Deposit insurance and examination fees declined $1.8 million
(11.7%) as the increase in deposits was more than offset by a
decline in the insurance assessment rate in the second half of
1994, reflecting the Bank's improved rating from the Office of
the Comptroller of the Currency. Foreclosed property expense
declined $14.4 million, and loan collection expense decreased
$3.1 million (63.5%), the result of the improved asset quality
discussed earlier. Professional fees increased $.7 million
(7.8%). However, after excluding merger-related costs,
professional fees were down $2.2 million (22.6%) as 1993 included
fees related to strengthening Hibernia's franchise, including its
management and sales-and-service training program.
Noninterest expense in 1993, excluding the charges for data
processing enhancements, facilities impairment and litigation
reserves previously discussed, decreased $12.7 million (4.9%)
compared to 1992 excluding noninterest expense of the Texas Bank.
This decrease was primarily due to reductions in expenses related
to problem assets as a result of improved asset quality.
Foreclosed property expenses decreased $17.0 million (68.3%),
and loan collection expenses declined $1.7 million (26.1%). In
addition, professional fees decreased $3.8 million (28.3%), due
to fees incurred in 1992 relating to the Company's
recapitalization.
Staff costs increased $8.2 million (8.2%) primarily due to
the reinstatement of management incentive programs, merit
increases and higher medical insurance costs. Advertising and
promotional expenses increased $3.0 million (99.5%) as a result
of aggressive corporate image and product marketing campaigns
during 1993.
Deposit insurance, computed under the new risk-related
premium system in 1993, and regulatory examination fees increased
$2.2 million (16.4%). Semiannual premiums paid in January 1993
were based on capital levels and supervisory ratings as of June
30, 1992, before the Company's recapitalization. The assessment
rate used to calculate the July 1993 premium decreased,
reflecting the improved capital position of the Bank.
Management monitors the efficiency ratio, noninterest
expense as a percentage of taxable-equivalent net interest income
plus noninterest income (excluding securities gains and losses),
as a measure of the success of its efforts to control costs and
to generate income. The efficiency ratio of 77.39% in 1994
compares to 79.41% in 1993. Adjusted for the charges in both 1994
and 1993 discussed earlier, the efficiency ratio was 69.20% and
72.10% in 1994 and 1993, respectively.
Income Taxes
The Company recorded a $3.3 million provision for income
taxes in 1994, compared to $8.4 million and $5.1 million in 1993
and 1992, respectively. The 1993 and 1992 amounts include federal
income tax expense recorded by the pooled companies. The Bank is
subject to a Louisiana shareholder tax based partly on income.
The income portion of the Louisiana shareholder tax is reported
as state income tax. In addition, certain subsidiaries of the
Company and the Bank are subject to Louisiana state income tax.
Effective January 1, 1993, the Company adopted SFAS No. 109,
"Accounting For Income Taxes." The cumulative effect of adoption
was an increase in net income in 1993 of $2.8 million. During
1994, the Company recorded a deferred tax benefit equal to its
current tax liability. The net deferred tax asset at December 31,
1994 of $42.9 million was supported by the combination of
Hibernia's carryback potential and its expected ability to
generate taxable income over the following 12 months. Management
evaluates the realizability of the deferred tax asset quarterly
and records adjustments, if any, to the related valuation
reserve.
Net future deductible temporary differences at December 31,
1994 were $222.1 million, excluding $10.4 million of alternative
minimum tax credit carryforwards. The reserve for possible loan
losses represents $148.6 million of the future deductible
temporary differences. The reserve for possible loan losses has
been recognized as expense for financial reporting purposes but
is not deductible for federal income tax purposes until the loans
are charged off. Valued at the 35% statutory tax rate, the net
future deductible amounts including alternative minimum tax
credits, if ultimately recognized, would generate tax benefits of
$88.1 million. Approximately $42.9 million of those benefits are
reflected as a net deferred tax asset at December 31, 1994.
The amount of the deferred tax asset Hibernia can record in
1995 will be based on the increase in its carryback potential for
taxes paid in 1995 and on its ability to generate future taxable
income. The Company expects to recognize federal income tax
expense throughout 1995, but at an effective tax rate
significantly less than the statutory tax rate.
Capital
Capital represents shareholder ownership in the Company. It
provides a base for asset growth while serving, together with the
reserve for possible loan losses, as a cushion against potential
losses. Support for future asset expansion will come from
utilization of existing capital, issuance of capital stock and
retention of earnings. The dividend payout ratio (dividends
declared divided by net income) was approximately 24.4% in 1994.
Shareholders' equity totaled $556.7 million at the end of
1994, compared to $522.5 million at the end of 1993 and $446.8
million at the end of 1992. The $34.2 million (6.5%) increase in
1994 was primarily due to current-year earnings, net of dividends
paid to shareholders, partially offset by unrealized losses in
securities available for sale. The 16.9% increase in 1993
reflected the Company's earnings and unrealized gains in
securities available for sale.
Regulations applicable to national banks and their
holding companies prescribe minimum capital levels. These levels
are based on established guidelines which relate required capital
standards to both risk-weighted assets (risk-based capital
ratios) and total assets (leverage ratio). In accordance with
risk-based guidelines, assets and off-balance-sheet financial
instruments are assigned a weight to measure their level of risk.
Total risk-based capital ratios for the Company and the Bank
were 16.54% and 15.65%, respectively, at year-end 1994. This
compares to 16.24% and 15.70%, respectively, at year-end 1993.
Leverage ratios were 8.93% for the Company and 8.41% for the Bank
at the end of 1994, compared to 7.73% and 7.50% at the end of
1993. The current ratios significantly exceed the standards
required for designation of an institution as "well-capitalized"
by the regulators of the Company and the Bank. Table 16 shows the
calculation of risk-based capital ratios for the Company and
presents a comparison of such ratios to the minimum regulatory
standards.
Liquidity
Liquidity is a measure of a bank's ability to fund loan
commitments and meet deposit maturities and withdrawals in a
timely and cost-effective way. These needs can be met by
generating profits, converting assets (such as short-term
investments and securities available for sale) to cash and
attracting new deposits. Management monitors liquidity through a
periodic review of maturity profiles, yield and rate behaviors,
and loan and deposit forecasts to minimize funding risks.
Attracting and retaining core deposits at competitive rates
is the Bank's primary source of liquidity. The Bank's extensive
retail office network, aided by the introduction of new deposit
products, provided $4.8 billion in core deposits at year-end
1994, up 3.4% from $4.6 billion a year earlier.
Large-denomination certificates of deposit and public funds were
additional sources of liquidity during the year.
The Bank's loan-to-deposit ratio at year-end 1994 increased
to 61.3%, compared to 55.1% at year-end 1993 and 56.1% at
year-end 1992. These increases resulted from a modest increase in
the deposit base, while loans experienced strong growth.
Management believes that current and projected levels of
short-term investments and securities available for sale are
adequate to meet the Company's liquidity needs. Hibernia's
continuing improvement in certificate of deposit ratings enhances
its ability to raise funds in the open market. In addition,
membership in the Federal Home Loan Bank further augments
liquidity management by providing a readily accessible source of
funds.
Hibernia Corporation (the Parent Company) requires liquidity
to fund operating expenses and pay dividends. At December 31,
1994, the Parent Company had $45.9 million in funds. During 1994,
the Parent Company received $41.8 million in dividends from the
Bank and paid $18.8 million in dividends to its shareholders.
The Consolidated Statements of Cash Flows can be used to
assess the Company's ability to generate positive future net cash
flows from operations and its ability to meet future obligations.
The Company incurred a net decrease in cash and cash equivalents
in 1994 of $17.2 million. This decrease was the result of cash
used in investing activities of $238.0 million, primarily
relating to a net increase in loans. Both operating and financing
activities provided cash during 1994, with operations providing
$90.4 million and financing activities providing $130.3 million.
Cash provided by financing activities was primarily the result of
an increase in deposits.
Cash and cash equivalents decreased $400.6 million in 1993.
Cash provided by operations totaled $135.1 million, and financing
activities provided another $55.8 million, primarily the result
of increases in deposits and short-term borrowings. Cash used in
investing activities totaled $591.6 million and primarily related
to an increase in investments.
Cash and cash equivalents increased $211.8 million in 1992.
Cash provided by operations totaled $179.2 million, and investing
activities provided another $408.6 million, primarily through a
net reduction in loans. Cash used in financing activities was
$376.0 million due to a net decrease in deposits.
Fourth-Quarter Results
Hibernia reported consolidated net earnings of $16.5 million in the
fourth quarter of 1994, compared to $18.5 million in the fourth
quarter of 1993 and $25.7 million in the third quarter of 1994.
Earnings per share of $.15 for the fourth quarter of 1994 were down
$.02 from the $.17 per share earned in the fourth quarter of 1993
and down $.09 from the third quarter of 1994.
Net income would have been $24.5 million ($.23 per share) in the
fourth quarter of 1994, up 40% from $17.5 million ($.16 per share)
in the fourth quarter of 1993, and up 3% from $23.8 million ($.22
per share) for the third quarter of 1994 after adjusting all
quarters for certain items.
In the fourth quarter of 1994, these items included merger-related
charges of $4.2 million, primarily $2.5 million for duplicate
facilities and equipment, $.6 million in professional and other
fees associated with the closing of merger transactions, and $.3
million of employee expenses; a loss of $2.4 million on the sale of
securities acquired through mergers to conform the acquired
securities portfolios to Hibernia's objectives for risk, liquidity
and returns; and a charge of $1.4 million for the impairment of
goodwill associated with a merger completed in the fourth quarter
of 1994.
In the fourth quarter of 1993, these items included an $18.0
million negative provision for possible loan losses, the result of
continuing significant improvement in asset quality; a $12.0
million charge to reflect costs related to the change in data
processing vendors and related software; a $2.7 million charge for
the economic impairment of certain facilities; and the addition of
$2.3 million to litigation reserves relating to a class-action suit
and other suits.
In the third quarter of 1994, these items included a $16.1 million
charge for the impairment of goodwill discussed earlier; a loss of
$1.7 million on the sale of securities acquired through mergers
that did not fit the Company's risk profile; a $17.9 million
negative provision for possible loan losses; and a $1.8 million
gain related to the buyback of residual balances of loans
securitized and sold in 1990.
Net interest income, on a taxable-equivalent basis, totaled $67.1
million in the fourth quarter of 1994, compared to $65.3 million in
the fourth quarter of 1993 and $67.0 million in the third quarter
of 1994.
The fourth-quarter 1994 increase in net interest income over both
the fourth quarter of 1993 and the third quarter of 1994 was
primarily the result of the growth in loans, partially offset by a
narrowing of spreads. The average rate paid on interest-bearing
liabilities increased by 73 basis points from the fourth quarter of
1993, while the average yield on earning assets increased by 59
basis points.
The net interest margin of 4.59% in the fourth quarter of 1994 was
virtually unchanged up from 4.58% in the fourth quarter of 1993 and
4.63% in the third quarter of 1993. Table 17 illustrates the
components of net interest margin on a quarterly basis for 1994 and
1993.
Average earning assets increased $147.7 million (2.6%) to $5.8
billion in the fourth quarter of 1994 from $5.7 billion in the
fourth quarter of 1993 and were up $23.2 million compared to the
third quarter of 1994.
Average loans increased $426.5 (14.7%) over the fourth quarter of
1993 and $138.7 (4.4%) over the third quarter of 1993. Period-end
loans grew $98.9 million, 12.1% on an annualized basis, during the
fourth quarter of 1994. Consumer loans were up $87.7 million
(25.0% annualized), while commercial loans were up $11.2 million
(2.4% annualized).
Average securities for the fourth quarter of 1994 totaled $2.4
billion, down $196.7 million (7.7%) from the fourth quarter of 1993
and down $146.0 million (5.8%) from the third quarter of 1994. The
declines came as the result of the reinvestment of proceeds from
payments and maturities into higher-yielding loans.
Average deposits increased $172.7 million (3.3%) to $5.4 billion in
the fourth quarter of 1994 from $5.2 billion in the fourth quarter
of 1993. Average deposits were unchanged from the third quarter of
1994.
Noninterest income, excluding securities transactions, during the
fourth quarter of 1994 was $20.6 million, a $.9 million (4.3%)
increase from the fourth quarter of 1993. Increases in service
charges on deposits, retail investment service income and ATM fees
were partially offset by decreases in trust fees and gains/losses
on sales of mortgage loans.
Compared to the third quarter of 1994, noninterest income in the
fourth quarter of 1994, excluding securities transactions, was down
$1.8 million due to the previously mentioned $1.8 million gain
related to the buyback of residual balances of loans securitized
and sold in 1990.
Noninterest expense of $66.8 million in the fourth quarter of 1994
was $14.9 million lower than $81.7 million reported in the fourth
quarter of 1993 and $11.2 million lower than $78.0 million in the
third quarter of 1994. After adjusting for the items discussed
earlier, noninterest expense would have been $61.2 million in the
fourth quarter of 1994, compared to $64.7 million and $61.9 million
in the fourth quarter of 1993 and third quarter of 1994,
respectively. The decrease in the fourth quarter of 1994 compared
to a year earlier is primarily due to decreases in foreclosed asset
and loan collection expenses.
<PAGE>
<TABLE>
CONSOLIDATED SUMMARY OF INCOME AND SELECTED FINANCIAL DATA (1)
<CAPTION>
Hibernia Corporation and Subsidiaries
Years ended December 31 ($ in thousands, except per-share data) 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Interest income $414,379 $395,917 $459,910 $691,102 $811,427
Interest expense 154,276 138,926 202,836 408,950 511,403
Net interest income 260,103 256,991 257,074 282,152 300,024
Provision for possible loan losses (17,231) (3,734) 71,093 184,350 175,387
Net interest income after provision for possible loan losses 277,334 260,725 185,981 97,802 124,637
Noninterest income:
Noninterest income 85,703 81,240 83,080 103,731 130,480
Securities gains (losses), net (3,906) 92 17,358 17,893 10,930
Noninterest income 81,797 81,332 100,438 121,624 141,410
Noninterest expense 271,170 272,630 279,343 356,102 297,731
Income (loss) before taxes, extraordinary items and
cumulative effect of accounting changes 87,961 69,427 7,076 (136,676) (31,684)
Income tax expense (benefit) 3,310 8,365 5,113 2,740 (14,001)
Net income (loss) before extraordinary items and
cumulative effect of accounting changes 84,651 61,062 1,963 (139,416) (17,683)
Extraordinary loss on debt restructuring, net of tax - - (44,493) - -
Utilization of net operating loss carryforwards - - 6,181 305 -
Cumulative effect of change in accounting for income taxes - 2,782 - - -
Cumulative effect of change in accounting for lease expense - - - (21,643) -
NET INCOME (LOSS) $84,651 $63,844 ($36,349) ($160,754) ($17,683)
Income (loss) per share: (2)
Income (loss) before extraordinary items and
cumulative effect of accounting changes $0.78 $0.57 $0.04 ($2.64) ($0.34)
Extraordinary loss on debt restructuring, net of tax - - (0.82) - -
Utilization of net operating loss carryforwards - - 0.11 0.01 -
Cumulative effect of change in accounting for income taxes - 0.02 - - -
Cumulative effect of change in accounting for lease expense - - - (0.41) -
NET INCOME (LOSS) PER SHARE $0.78 $0.59 ($0.67) ($3.04) ($0.34)
Cash dividends declared per share (2) $0.19 $0.03 - $0.15 $0.90
Average shares outstanding (000s) 108,489 107,917 54,350 52,859 52,195
SELECTED YEAR-END BALANCES (in millions)
Loans $3,375.7 $2,942.8 $2,946.4 $4,319.3 $5,767.2
Deposits 5,506.8 5,338.5 5,256.5 6,509.5 7,640.7
Debt 5.7 30.2 32.6 134.8 146.9
Equity 556.7 522.5 446.8 252.8 416.3
Total assets 6,335.8 6,223.1 6,102.6 7,363.0 8,649.0
SELECTED AVERAGE BALANCES (in millions)
Loans $3,117.1 $2,849.5 $3,522.9 $5,249.2 $5,713.9
Deposits 5,380.6 5,214.6 5,628.8 7,228.4 7,511.5
Debt 18.5 30.3 119.3 138.1 130.4
Equity 541.7 479.0 287.2 343.6 448.0
Total assets 6,254.6 6,017.3 6,436.4 8,110.7 8,633.1
SELECTED RATIOS
Return on average assets 1.35% 1.06% -0.56% -1.98% -0.20%
Return on average equity 15.63% 13.33% -12.66% -46.79% -3.95%
Net interest margin (taxable-equivalent) 4.55% 4.67% 4.50% 4.02% 4.18%
Dividend payout ratio 24.36% 5.08% - N/M N/M
Average equity/average assets 8.66% 7.96% 4.46% 4.24% 5.19%
Tier 1 risk-based capital ratio 15.26% 14.80% 12.62% 4.85% 5.83%
Total risk-based capital ratio 16.54% 16.24% 14.11% 6.71% 7.64%
Leverage ratio 8.93% 7.73% 6.66% 2.68% 3.81%
(1) All financial information has been restated for six mergers in 1994 accounted for as poolings of interests. Prior years
have been conformed to current-year presentation. The Texas Bank was sold on December 31, 1992. Effective June 30, 1992, and
until the date of sale, the accounts of the Texas Bank were reported under the equity method as a single line item in the
financial statements, related tables and charts. The accounts of the Texas Bank were excluded from the computation of the
Company's average balances effective June 30, 1992.
(2) Income (loss) per share data are based on the weighted average number of common shares outstanding in the respective period.
Dividends per share are historical amounts.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES (1)
<CAPTION>
Hibernia Corporation and Subsidiaries
Taxable-equivalent basis (2)
(Average balances $ in millions,
interest $ in thousands)
1994 1993 1992
Average Average Average
Balances Interest Rate Balances Interest Rate Balances Interest Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Loans (3) $3,117.1 $271,094 8.70 % $2,849.5 $248,000 8.70 % $3,522.9 $319,615 9.07 %
Securities available for sale (4) 683.5 38,727 5.67 695.9 43,168 6.20 625.0 51,552 8.25
Securities held to maturity (5) 1,860.7 102,514 5.51 1,740.6 99,663 5.73 1,232.2 78,936 6.41
Short-term investments 161.3 6,611 4.10 329.4 10,175 3.09 481.0 16,503 3.43
Total interest-earning assets 5,822.6 $418,946 7.20 % 5,615.4 $401,006 7.14 % 5,861.1 $466,606 7.96 %
Reserve for possible loan losses (168.3) (200.5) (229.1)
Noninterest-earning assets:
Cash (excluding items in process
of collection) 166.3 151.1 144.8
Items in process of collection 117.2 104.7 128.4
Other assets 316.8 346.6 531.2
Total noninterest-earning assets 600.3 602.4 804.4
Total assets $6,254.6 $6,017.3 $6,436.4
LIABILITIES AND SHAREHOLDERS'
EQUITY
Interest-bearing liabilities:
Interest-bearing deposits:
NOW accounts $ 600.8 $ 10,262 1.71 % $ 556.5 $ 9,027 1.62 % $ 576.0 $ 14,184 2.46 %
Money market deposit accounts 1,081.0 26,735 2.47 1,079.3 26,454 2.45 1,242.0 39,002 3.14
Savings accounts 310.1 6,259 2.02 298.9 6,255 2.09 288.1 8,345 2.90
Other consumer time deposits 1,600.3 70,192 4.39 1,579.7 63,521 4.02 1,813.0 84,996 4.69
Public fund certificates of
deposits of $100,000 or more 619.1 25,987 4.20 598.7 19,727 3.29 625.1 25,012 4.00
Certificates of deposits of
$100,000 or more 166.2 6,270 3.77 186.3 6,159 3.31 201.3 10,218 5.08
Foreign time deposits 17.1 794 4.65 5.0 149 2.98 2.2 71 3.25
Total interest-bearing deposits 4,394.6 146,499 3.33 4,304.4 131,292 3.05 4,747.7 181,828 3.83
Short-term borrowings 164.6 5,771 3.51 138.2 4,016 2.91 207.3 6,910 3.33
Debt 18.5 2,006 10.82 30.3 3,618 11.94 119.3 14,097 11.82
Total interest-bearing
liabilities 4,577.7 $154,276 3.37 % 4,472.9 $138,926 3.11 % 5,074.3 $202,835 4.00 %
Noninterest-bearing liabilities:
Demand deposits 986.0 910.2 881.1
Other liabilities 149.2 155.2 193.8
Total noninterest-bearing
liabilities 1,135.2 1,065.4 1,074.9
Total shareholders' equity 541.7 479.0 287.2
Total liabilities and
shareholders' equity $6,254.6 $6,017.3 $6,436.4
SPREAD AND NET YIELD
Interest rate spread 3.83 % 4.03 % 3.96 %
Cost of funds supporting interest-earning assets 2.65 % 2.47 % 3.46 %
Net interest income/margin $264,670 4.55 % $262,080 4.67 % $263,771 4.50 %
(1) All financial information has been restated for six mergers in 1994 accounted for as poolings of interests.
(2) Based on the statutory income tax rate of 35% for the years 1994 and 1993, and 34% for the preceding years.
(3) Excludes unearned income. For purposes of yield computations, nonaccrual loans are included in loans outstanding.
(4) Yield computations are based on book values of securities available for sale.
(5) Prior to 1992, the Company did not classify securities as available for sale or held to maturity. Accordingly, all
securities are presented as held to maturity.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES (1), (continued)
<CAPTION>
Hibernia Corporation and Subsidiaries
Taxable-equivalent basis (2)
(Average balances $ in millions, 5-Year
interest $ in thousands) 1991 1990 Compound
Growth Rate
Average Average For Average
Balances Interest Rate Balances Interest Rate Balances
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Loans (3) $5,249.2 $527,462 10.05 % $5,713.9 $644,963 11.29 % (11.4)%
Securities available for sale (4) - - - - - - -
Securities held to maturity (5) 1,861.4 163,594 8.79 1,924.9 179,886 9.35 (0.7)
Short-term investments 242.8 13,545 5.58 110.4 10,477 9.49 7.9
Total interest-earning assets 7,353.4 $704,601 9.58 % 7,749.2 $835,326 10.78 % (5.6)
Reserve for possible loan losses (212.8) (124.3) 6.2
Noninterest-earning assets:
Cash (excluding items in process
of collection) 187.1 257.2 (8.4)
Items in process of collection 208.9 212.3 (11.2)
Other assets 574.1 538.7 (10.1)
Total noninterest-earning assets 970.1 1,008.2 (9.9)
Total assets $8,110.7 $8,633.1 (6.2)%
LIABILITIES AND SHAREHOLDERS'
Interest-bearing liabilities:
NOW accounts $ 541.9 $ 23,338 4.31 % $ 447.2 $ 21,275 4.76 % 6.1 %
Money market deposit accounts 1,665.7 90,267 5.42 1,568.6 95,551 6.09 (7.2)
Savings accounts 256.7 12,230 4.76 240.6 12,063 5.01 5.2
Other consumer time deposits 2,336.1 158,994 6.81 2,090.8 166,447 7.96 (5.2)
Public fund certificates of
deposits of $100,000 or more 797.3 49,770 6.24 911.4 72,384 7.94 (7.4)
Certificates of deposits of
$100,000 or more 546.6 38,469 7.04 925.5 77,916 8.42 (29.1)
Foreign time deposits 60.0 3,854 6.42 257.5 21,340 8.29 (41.9)
Total interest-bearing deposits 6,204.3 376,922 6.08 6,441.6 466,976 7.25 (7.4)
Short-term borrowings 289.2 16,884 5.84 421.9 32,969 7.81 (17.2)
Debt 138.1 15,144 10.97 130.4 11,458 8.79 (32.3)
Total interest-bearing
liabilities 6,631.6 $408,950 6.17 % 6,993.9 $511,403 7.31 % (8.1)
Noninterest-bearing liabilities:
Demand deposits 1,024.1 1,069.9 (1.6)
Other liabilities 111.4 121.3 4.2
Total noninterest-bearing
liabilities 1,135.5 1,191.2 (1.0)
Total shareholders' equity 343.6 448.0 3.9
Total liabilities and
shareholders' equity $8,110.7 $8,633.1 (6.2)%
SPREAD AND NET YIELD
Interest rate spread 3.41 % 3.47 %
Cost of funds supporting interest-earning assets 5.56 % 6.60 %
Net interest income/margin $295,651 4.02 % $323,923 4.18 %
(1) All financial information has been restated for six mergers in 1994 accounted for as poolings of interests.
(2) Based on the statutory income tax rate of 35% for the years 1994 and 1993, and 34% for the preceding years.
(3) Excludes unearned income. For purposes of yield computations, nonaccrual loans are included in loans outstanding.
(4) Yield computations are based on book values of securities available for sale.
(5) Prior to 1992, the Company did not classify securities as available for sale or held to maturity. Accordingly, all
securities are presented as held to maturity.
</TABLE>
<PAGE>
<TABLE>
QUARTERLY CONSOLIDATED SUMMARY OF INCOME AND SELECTED FINANCIAL DATA (1)
<CAPTION>
Hibernia Corporation and Subsidiaries 1994 1993
($ in thousands, except per-share data) Fourth Third Second First Fourth Third Second First
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income $109,541 $106,020 $101,111 $97,707 $98,351 $97,850 $99,545 $100,171
Interest expense 43,710 40,192 36,165 34,209 34,250 34,720 34,855 35,101
Net interest income 65,831 65,828 64,946 63,498 64,101 63,130 64,690 65,070
Provision for possible loan losses - (17,901) 215 455 (17,990) 3,429 4,718 6,109
Net interest income after provision
for possible loan losses 65,831 83,729 64,731 63,043 82,091 59,701 59,972 58,961
Noninterest income:
Noninterest income 20,586 22,406 21,496 21,215 19,729 20,236 19,043 22,232
Securities gains (losses), net (2,387) (1,681) - 162 65 92 - (65)
Noninterest income 18,199 20,725 21,496 21,377 19,794 20,328 19,043 22,167
Noninterest expense 66,764 77,966 65,775 60,665 81,677 62,784 61,301 66,868
Income before taxes and cumulative effect
of accounting change 17,266 26,488 20,452 23,755 20,208 17,245 17,714 14,260
Income tax expense 786 773 771 980 1,725 1,991 2,634 2,015
Income before cumulative effect of accounting change 16,480 25,715 19,681 22,775 18,483 15,254 15,080 12,245
Cumulative effect of accounting change - - - - - - - 2,782
NET INCOME $16,480 $25,715 $19,681 $22,775 $18,483 $15,254 $15,080 $15,027
Income per share:
Income before cumulative effect of accounting change $0.15 $0.24 $0.18 $0.21 $0.17 $0.14 $0.14 $0.12
Cumulative effect of accounting change - - - - - - - 0.02
NET INCOME PER SHARE $0.15 $0.24 $0.18 $0.21 $0.17 $0.14 $0.14 $0.14
Cash dividends declared per share $0.06 $0.05 $0.04 $0.04 - $0.03 - -
Average shares outstanding (000s) 108,606 108,537 108,432 108,377 108,336 108,185 107,989 107,142
SELECTED QUARTER-END BALANCES (in millions)
Loans $3,375.7 $3,276.8 $3,108.8 $2,954.3 $2,942.8 $2,871.5 $2,829.3 $2,797.6
Deposits 5,506.8 5,395.0 5,366.5 5,568.8 5,338.5 5,212.1 5,228.9 5,284.3
Debt 5.7 5.7 24.4 28.8 30.2 30.2 21.9 25.6
Equity 556.7 552.4 536.5 528.4 522.5 492.7 479.4 462.4
Total assets 6,335.8 6,231.9 6,244.0 6,446.4 6,223.1 5,998.7 6,023.4 6,016.8
SELECTED AVERAGE BALANCES (in millions)
Loans $3,321.9 $3,183.2 $3,040.0 $2,918.3 $2,895.4 $2,815.2 $2,837.8 $2,850.0
Deposits 5,400.6 5,370.7 5,386.7 5,364.0 5,227.9 5,192.7 5,210.3 5,227.2
Debt 5.7 12.1 27.3 29.4 30.3 28.1 29.8 33.0
Equity 557.4 545.7 532.8 530.7 501.4 488.2 472.6 452.9
Total assets 6,243.5 6,231.1 6,252.4 6,292.3 6,070.8 5,979.8 5,986.7 6,031.9
SELECTED RATIOS
Annualized return on average assets 1.06% 1.65% 1.26% 1.45% 1.22% 1.02% 1.01% 1.00%
Annualized return on average equity 11.83% 18.85% 14.78% 17.17% 14.75% 12.50% 12.76% 13.27%
Net interest margin (taxable-equivalent) 4.59% 4.63% 4.55% 4.44% 4.58% 4.58% 4.73% 4.78%
Average equity/average assets 8.93% 8.76% 8.52% 8.43% 8.26% 8.16% 7.89% 7.51%
Tier 1 risk-based capital ratio 15.26% 15.42% 15.04% 15.08% 14.80% 14.51% 14.21% 13.70%
Total risk-based capital ratio 16.54% 16.73% 16.46% 16.38% 16.24% 15.95% 15.70% 15.33%
Leverage ratio 8.93% 8.74% 8.12% 7.81% 7.73% 7.53% 7.27% 6.87%
(1) All financial information has been restated for six mergers in 1994 accounted for as poolings of interests. Prior periods
have been conformed to current-period presentation.
</TABLE>
<PAGE>
<TABLE>
TABLE 1 - COMPOSITION OF LOAN PORTFOLIO
<CAPTION>
December 31 ($ in millions)
1994 1993
Percent Percent
Loans of Loans of
Outstanding Total Outstanding Total
<S> <C> <C> <C> <C>
Energy $ 92.2 2.7 % $ 68.5 2.3 %
Transportation, communication
and utilities 110.4 3.3 112.6 3.8
Commercial real estate 477.8 14.1 432.1 14.7
Health care 211.7 6.3 214.4 7.3
Services 288.3 8.5 265.8 9.0
Commercial and industrial 606.7 18.0 547.5 18.6
Other commercial 97.7 2.9 86.5 3.0
Total commercial 1,884.8 55.8 1,727.4 58.7
Residential mortgage 612.5 18.1 558.4 19.0
Indirect 480.2 14.2 301.7 10.2
Student 92.7 2.8 74.5 2.5
Revolving credit 73.1 2.2 52.6 1.8
Other 232.4 6.9 228.2 7.8
Total consumer 1,490.9 44.2 1,215.4 41.3
Total loans $ 3,375.7 100.0 % $ 2,942.8 100.0 %
</TABLE>
<TABLE>
TABLE 2 - COMPOSITION OF SECURITIES
<CAPTION>
December 31 ($ in millions)
1994 1993 1992
<S> <C> <C> <C>
Available for sale:
U.S. treasuries $ - $ 78.6 $ 119.1
U.S. agencies:
Mortgage-backed securities 377.0 500.9 579.4
Other 111.5 56.0 32.4
Other 48.9 17.2 9.6
Total available for sale 537.4 652.7 740.5
Held to maturity:
U.S. treasuries 520.7 584.2 602.0
U.S. agencies:
Mortgage-backed securities 1,057.2 1,151.1 559.2
Other 139.4 155.6 117.5
States and political subdivisions 19.6 22.3 16.5
Other - 8.0 5.8
Total held to maturity 1,736.9 1,921.2 1,301.0
Total securities $ 2,274.3 $ 2,573.9 $ 2,041.5
</TABLE>
<TABLE>
TABLE 3 - MATURITIES AND YIELDS OF SECURITIES
<CAPTION>
December 31, 1994 ($ in millions)
Due after 1 Due after 5
Due in 1 year year through years through Due after
or less 5 years 10 years 10 years Total
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Available for sale: (1)
U.S. agencies:
Mortgage-backed securities(2) $ - - $ 0.5 5.60% $ 42.2 6.60% $ 334.3 6.32% $ 377.0 6.35%
Other 2.5 5.42% 38.3 4.99% 12.6 5.46% 58.1 5.96% 111.5 7.30%
Other 42.7 4.90% 6.2 5.67% - - - - 48.9 1.34%
Total available for sale 45.2 4.93% 45.0 5.09% 54.8 6.33% 392.4 6.27% 537.4 6.06%
Held to maturity:
U.S. treasuries 219.1 4.50% 300.6 6.64% 1.0 7.69% - - 520.7 5.74%
U.S. agencies:
Mortgage-backed securities(2) 0.3 8.22% 15.1 6.43% 16.2 7.69% 1,025.6 5.72% 1,057.2 5.76%
Other 18.8 5.02% 118.6 5.40% 2.0 7.82% - - 139.4 5.38%
Other 3.7 5.85% 9.5 5.30% 5.2 6.30% 1.2 8.34% 19.6 5.85%
Total held to maturity 241.9 4.56% 443.8 6.27% 24.4 7.40% 1,026.8 5.73% 1,736.9 5.72%
Total securities $ 287.1 4.62% $ 488.8 6.16% $ 79.2 6.66% $ 1,419.2 5.88% $ 2,274.3 5.80%
(1) Yield computations are based on the book value of securities available for sale.
(2) Mortgage-backed securities are classified according to their contractual maturity
without consideration of principal amortization or projected prepayments.
</TABLE>
<TABLE>
TABLE 4 - NONPERFORMING ASSETS
<CAPTION>
December 31 ($ in thousands)
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Nonaccrual loans $ 13,404 $ 62,570 $ 142,055 $ 228,472 $ 194,542
Restructured loans 6,024 3,031 3,235 817 1,572
Nonperforming loans 19,428 65,601 145,290 229,289 196,114
Foreclosed assets 15,493 38,316 84,015 156,968 98,915
Total nonperforming assets $ 34,921 $ 103,917 $ 229,305 $ 386,257 $ 295,029
Accruing loans past due 90 days or more $ 3,723 $ 4,038 $ 8,957 $ 12,896 $ 41,404
Reserve for possible loan losses $ 148,596 $ 172,535 $ 199,518 $ 223,294 $ 170,454
Nonperforming assets/
loans plus foreclosed assets 1.03% 3.49% 7.57% 8.63% 5.03%
Reserve for possible loan losses/
nonperforming loans 764.9% 263.0% 137.3% 97.4% 86.9%
Net loans charged off/average loans 0.22% 0.83% 2.25% 2.51% 1.67%
</TABLE>
<TABLE>
TABLE 5 - NONPERFORMING ASSETS BY PERFORMANCE CLASSIFICATION
<CAPTION>
December 31, 1994 ($ in thousands)
Total
Nonperforming In-Substance Other Nonperforming
Loans Foreclosures Real Estate Assets
<S> <C> <C> <C> <C>
Current (1) $ 12,531 $ 1,813 $ - $ 14,344
Substantial performance (30-59 days past due) 369 - - 369
Marginal performance (60-89 days past due) 298 - - 298
Minimal performance (90 or more days past due) 6,230 5,062 8,618 19,910
Total $ 19,428 $ 6,875 $ 8,618 $ 34,921
(1)Includes assets totaling $6.3 million that are performing in accordance with existing contractual
repayment terms, although these terms have been modified from the original contractual terms.
</TABLE>
<TABLE>
TABLE 6 - SUMMARY OF NONPERFORMING LOAN ACTIVITY
<CAPTION>
Year ended December 31, 1994 ($ in thousands)
Commercial Other Total Non-
Real Estate Commercial Consumer performing Loans
<S> <C> <C> <C> <C>
Nonperforming loans at December 31, 1993 $ 18,219 $ 44,449 $ 2,933 $ 65,601
Additions in 1994 5,074 4,845 9,636 19,555
Chargeoffs - gross (1,527) (7,200) (11,918) (20,645)
Returned to performing status (9,545) (3,828) - (13,373)
Transfers to foreclosed assets (1,034) (1,081) - (2,115)
Sales (539) (7,187) - (7,726)
Payments (3,585) (18,138) (146) (21,869)
Nonperforming loans at December 31, 1994 $ 7,063 $ 11,860 $ 505 $ 19,428
</TABLE>
<TABLE>
TABLE 7 - RESERVE FOR POSSIBLE LOAN LOSSES ACTIVITY
<CAPTION>
Year ended December 31 ($ in thousands)
1994 1993 1992
<S> <C> <C> <C>
Balance at beginning of year $172,535 $199,518 $223,294
Loans charged off (23,923) (41,311) (96,715)
Recoveries 17,215 17,703 17,352
Net loans charged off (6,708) (23,608) (79,363)
Provision for possible loan losses (17,231) (3,734) 71,093
Addition due to acquisition of a bank - 359 -
Reduction due to sale of Texas Bank - - (15,506)
Balance at end of year $148,596 $172,535 $199,518
</TABLE>
<TABLE>
TABLE 8 - ALLOCATION OF RESERVE
FOR POSSIBLE LOAN LOSSES
<CAPTION>
December 31, 1994 ($ in millions)
Reserve for
Possible Loan Losses % of Total
<S> <C> <C>
Commercial real estate $ 26.0 17.5 %
Other commercial loans 59.5 40.0
Consumer loans 26.4 17.8
Unallocated reserve 36.7 24.7
Total $ 148.6 100.0 %
</TABLE>
<TABLE>
TABLE 9 - AVERAGE DEPOSIT RATES
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
NOW accounts 1.71% 1.62% 2.46%
Money market deposit accounts 2.47% 2.45% 3.14%
Savings accounts 2.02% 2.09% 2.90%
Other consumer time deposits 4.39% 4.02% 4.69%
Public fund certificates of deposit
of $100,000 or more 4.20% 3.29% 4.00%
Certificates of deposit
of $100,000 or more 3.77% 3.31% 5.08%
Foreign time deposits 4.65% 2.98% 3.25%
Total interest-bearing deposits 3.33% 3.05% 3.83%
</TABLE>
<TABLE>
TABLE 10 - DEPOSIT COMPOSITION
<CAPTION>
($ in millions)
1994 1993 1992
Average % of Average % of Average % of
Balances Deposits Balances Deposits Balances Deposits
<S> <C> <C> <C> <C> <C> <C>
Demand, noninterest-bearing $ 986.0 18.3 % $ 910.2 17.5 % $ 820.5 15.8 %
NOW accounts 600.8 11.2 556.5 10.7 518.0 10.0
Money market deposit accounts 1,081.0 20.1 1,079.3 20.7 1,073.4 20.7
Savings accounts 310.1 5.8 298.9 5.7 276.3 5.3
Other consumer time deposits 1,600.3 29.7 1,579.7 30.3 1,715.5 33.0
Total core deposits (excluding Texas Bank) 4,578.2 85.1 4,424.6 84.9 4,403.7 84.8
Public fund certificates of
deposit of $100,000 or more 619.1 11.5 598.7 11.5 599.9 11.5
Certificates of deposit of
$100,000 or more 166.2 3.1 186.3 3.6 189.0 3.6
Foreign time deposits 17.1 0.3 5.0 - 2.2 0.1
Total deposits (excluding Texas Bank) $ 5,380.6 100.0 % $ 5,214.6 100.0 % $ 5,194.8 100.0 %
Total deposits of Texas Bank - - 434.0
Total deposits $ 5,380.6 $ 5,214.6 $ 5,628.8
</TABLE>
<TABLE>
TABLE 11 - INTEREST RATE SENSITIVITY AND GAP ANALYSIS
<CAPTION>
December 31, 1994 ($ in thousands)
Over Over 5 Years
1-30 31-60 61-90 91-365 1 Year- and Non-
Days Days Days Days 5 Years Sensitive Total
<S> <C> <C> <C> <C> <C> <C> <C>
Earning assets:
Loans $ 1,017,952 $ 169,212 $ 124,758 $ 334,226 $ 1,643,245 $ 86,298 $ 3,375,691
Securities held to maturity 662,444 8,923 9,003 233,699 476,115 346,733 1,736,917
Securities available for sale 537,415 - - - - - 537,415
Other earning assets 185,626 - - - - - 185,626
Total earning assets 2,403,437 178,135 133,761 567,925 2,119,360 433,031 5,835,649
Funding sources:
Savings and NOW accounts 933,150 - - - - - 933,150
Money market deposit accounts 1,052,871 - - - - - 1,052,871
Other interest-bearing deposits 957,468 241,886 234,654 606,461 296,403 120,497 2,457,369
Short-term funds 158,869 - - - - - 158,869
Long-term debt 770 - - 1,264 - 3,616 5,650
Noninterest-bearing sources - - - - - 1,227,740 1,227,740
Total funding sources 3,103,128 241,886 234,654 607,725 296,403 1,351,853 5,835,649
Repricing/maturity gap:
Period $ (699,691) $ (63,751) $ (100,893) $ (39,800) $ 1,822,957 $ (918,822) $ -
Cumulative $ (699,691) $ (763,442) $ (864,335) $ (904,135) $ 918,822 $ - $ -
Gap/total earning assets:
Period (12.0)% (1.1)% (1.7)% (0.7)% 31.2 % (15.7)%
Cumulative (12.0)% (13.1)% (14.8)% (15.5)% 15.7 %
</TABLE>
<TABLE>
TABLE 12 - NET INTEREST MARGIN (taxable-equivalent)
<CAPTION>
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Yield on earning assets 7.20 % 7.14 % 7.96 % 9.58 % 10.78 %
Rate on interest-bearing liabilities 3.37 3.11 4.00 6.17 7.31
Net interest spread 3.83 4.03 3.96 3.41 3.47
Contribution of noninterest-bearing funds 0.72 0.64 0.54 0.61 0.71
Net interest margin 4.55 % 4.67 % 4.50 % 4.02 % 4.18 %
Noninterest-bearing funds supporting earning assets 21.38 % 20.35 % 13.43 % 9.82 % 9.75 %
</TABLE>
<TABLE>
TABLE 13 - CHANGES IN TAXABLE-EQUIVALENT NET INTEREST INCOME (1)
<CAPTION>
($ in thousands)
1994 Compared to 1993 1993 Compared to 1992
Increase (Decrease) Due to Change In:
Volume Rate Total Volume Rate Total
<S> <C> <C> <C> <C> <C> <C>
Taxable-equivalent
interest earned on:
Loans $ 23,273 $ (179) $ 23,094 $ (59,044) $ (12,571) $ (71,615)
Securities available for sale (758) (3,683) (4,441) 5,393 (13,777) (8,384)
Securities held to maturity 6,709 (3,858) 2,851 29,818 (9,091) 20,727
Short-term investments (6,227) 2,663 (3,564) (4,807) (1,521) (6,328)
Total 22,997 (5,057) 17,940 (28,640) (36,960) (65,600)
Interest paid on:
NOW accounts 741 494 1,235 (465) (4,692) (5,157)
Money market deposit accounts 42 239 281 (4,690) (7,858) (12,548)
Savings 230 (226) 4 302 (2,392) (2,090)
Other consumer time 838 5,833 6,671 (10,198) (11,277) (21,475)
Public fund certificates of
deposit of $100,000 or more 693 5,567 6,260 (1,020) (4,265) (5,285)
Certificates of deposit
of $100,000 or more (705) 816 111 (715) (3,344) (4,059)
Foreign deposits 524 121 645 84 (6) 78
Short-term borrowings 843 912 1,755 (2,090) (804) (2,894)
Long-term debt (1,298) (314) (1,612) (10,626) 147 (10,479)
Total 1,908 13,442 15,350 (29,418) (34,491) (63,909)
Taxable-equivalent
net interest income $ 21,089 $ (18,499) $ 2,590 $ 778 $ (2,469) $ (1,691)
(1) Change due to mix (both rate and volume) has been allocated to volume and rate changes in proportion to the relationship
of the absolute dollar amounts to the changes in each.
</TABLE>
<TABLE>
TABLE 14 - NONINTEREST INCOME
<CAPTION> Percent Increase (Decrease)
($ in thousands) 1994 1993
1994 1993 1992 over 1993 over 1992
<S> <C> <C> <C> <C> <C>
Trust fees $12,420 $13,314 $ 12,340 (6.7)% 7.9 %
Service charges on deposits 41,909 38,602 37,712 8.6 2.4
Other service, collection and exchange charges:
Mortgage loan servicing income 7,137 7,558 7,621 (5.6) (0.8)
Retail investment service income 6,069 4,612 4,511 31.6 2.2
Other 7,863 7,763 6,805 1.3 14.1
Other income:
Computer services 1,123 2,361 2,606 (52.4) (9.4)
Other income 9,182 7,030 9,473 30.6 (25.8)
Loss on sale of Texas Bank - - (2,934) N/A (100.0)
Total fee income 85,703 81,240 78,134 5.5 4.0
Securities gains/(losses) (3,906) 92 17,358 N/M (99.5)
Total noninterest income 81,797 81,332 95,492 0.6 (14.8)
Noninterest income of Texas Bank - - 4,946 N/A (100.0)
Total noninterest income $81,797 $81,332 $100,438 0.6 % (19.0)%
</TABLE>
<TABLE>
TABLE 15 - NONINTEREST EXPENSE
<CAPTION>
Percent Increase (Decrease)
1994 1993
($ in thousands) 1994 1993 1992 over 1993 over 1992
<S> <C> <C> <C> <C> <C>
Salaries $100,143 $89,860 $84,735 11.4 % 6.0 %
Benefits 18,240 18,228 15,136 0.1 20.4
Total staff costs 118,383 108,088 99,871 9.5 8.2
Occupancy, net 25,678 24,789 24,358 3.6 1.8
Equipment 15,801 13,509 14,262 17.0 (5.3)
Total occupancy and equipment 41,479 38,298 38,620 8.3 (0.8)
Data processing 19,521 17,099 18,680 14.2 (8.5)
Foreclosed property expense, net (6,560) 7,883 24,900 N/M (68.3)
Provision for data processing enhancements - 11,991 - (100.0) 100.0
Deposit insurance and examination fees 13,537 15,327 13,168 (11.7) 16.4
Postage 4,380 4,362 4,347 0.4 0.3
Stationery and supplies 4,771 4,754 4,333 0.4 9.7
Professional fees 10,278 9,537 13,309 7.8 (28.3)
Amortization of intangibles 23,113 8,328 9,489 177.5 (12.2)
State taxes on equity 3,104 2,745 1,872 13.1 46.6
Loan collection expense 1,777 4,875 6,599 (63.5) (26.1)
Advertising and promotional expenses 5,531 6,044 3,029 (8.5) 99.5
Other 31,856 33,299 22,016 (4.3) 51.2
Total noninterest expense 271,170 272,630 260,233 (0.5) 4.8
Noninterest expense of Texas Bank - - 19,110 N/A (100.0)
Total noninterest expense $271,170 $272,630 $279,343 (0.5)% (2.4)%
Efficiency ratio (1) 77.39% 79.41% 80.16%
(1) Noninterest expense as a percentage of net interest income (T.E.) plus fee income
adjusted to exclude effect of the Texas Bank.
</TABLE>
<TABLE>
TABLE 16 - RISK BASED CAPITAL CALCULATIONS
<CAPTION>
December 31, 1994 ($ in millions)
Minimum
Balance Ratio Standards
<S> <C> <C> <C>
Tier 1 (core capital):
Shareholders' equity $ 556.7
Less: goodwill & other
intangibles (21.7)
Plus: unrealized losses on
securities available for sale 22.1
Total Tier 1 557.1 15.26 % 4.00%
Tier 2 (supplemental capital):
Allowable reserve for possible
loan losses (limited to 1.25% of
gross risk-weighted assets;
total reserves $148.6 million) 46.9
Total Tier 2 46.9 1.28
Total capital $ 604.0 16.54 % 8.00%
Net risk-weighted assets
(includes off-balance-
sheet amounts) $ 3,652.1
</TABLE>
<TABLE>
TABLE 17 - NET INTEREST MARGIN (taxable-equivalent)
<CAPTION>
1994 1993
Fourth Third Second First Fourth Third Second First
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Yield on earning assets 7.57 % 7.37 % 7.04 % 6.81 % 6.98 % 7.04 % 7.23 % 7.32 %
Rate on interest-bearing liabilities 3.79 3.46 3.16 3.05 3.06 3.09 3.10 3.18
Net interest spread 3.78 3.91 3.88 3.76 3.92 3.95 4.13 4.14
Contribution of noninterest-
bearing funds 0.81 0.72 0.67 0.68 0.66 0.63 0.60 0.64
Net interest margin 4.59 % 4.63 % 4.55 % 4.44 % 4.58 % 4.58 % 4.73 % 4.78 %
Noninterest-bearing funds/
earning assets 21.29 % 20.84 % 21.04 % 22.36 % 21.54 % 20.38 % 19.30 % 20.13 %
</TABLE>
<PAGE>
GRAPHIC MATERIAL APPENDIX
GRAPH DESCRIPTION CROSS REFERENCE
Average Earning Asset Mix Pie Chart See Consolidated Average Balance
Sheets, Yields and Rates
Loan Portfolio Mix Pie Chart See MD&A Table 1
Nonperforming Asset Ratio Graph See MD&A Table 4
Leverage Ratio Graph See Consolidated Summary of Income
and Selected Financial Data
Cash Dividends Per Share Graph See Quarterly Consolidated Summary
of Income and Selected Financial
Data
<PAGE>
Report of Ernst & Young LLP, Independent Auditors
The Board of Directors
and Shareholders
Hibernia Corporation
We have audited the accompanying consolidated balance sheets
of Hibernia Corporation and Subsidiaries as of December 31, 1994
and 1993, and the related consolidated statements of income,
changes in 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 consolidated
financial position of Hibernia Corporation and Subsidiaries at
December 31, 1994 and 1993, and the consolidated results of their
operations and their 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 Notes 4 and 14, in 1993 the Company changed
its method of accounting for debt securities and income taxes.
/s/Ernst & Young LLP
New Orleans, Louisiana
January 9, 1995
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
Hibernia Corporation and Subsidiaries
December 31 ($ in thousands) 1994 1993
<S> <C> <C>
ASSETS
Cash and due from banks $353,267 $274,090
Short-term investments 185,626 282,019
Securities available for sale 537,415 652,708
Securities held to maturity (estimated fair values 1994
and 1993: $1,668,429 and $1,953,099, respectively) 1,736,917 1,921,201
Loans, net of unearned income 3,375,691 2,942,811
Reserve for possible loan losses (148,596) (172,535)
Loans, net 3,227,095 2,770,276
Bank premises and equipment 108,445 102,593
Customers' acceptance liability 4,589 11,800
Other assets 182,428 208,374
TOTAL ASSETS $6,335,782 $6,223,061
LIABILITIES
Deposits:
Demand, noninterest-bearing $1,063,365 $1,036,182
Interest-bearing 4,443,390 4,302,278
Total Deposits 5,506,755 5,338,460
Short-term borrowings 158,869 155,791
Liability on acceptances 4,589 11,800
Payables arising from securities transactions not yet settled - 50,875
Other liabilities 103,209 113,467
Debt 5,650 30,194
TOTAL LIABILITIES 5,779,072 5,700,587
SHAREHOLDERS' EQUITY
Preferred Stock, no par value:
Authorized - 100,000,000 shares; issued and
outstanding - none - -
Class A Common Stock, no par value:
Authorized - 200,000,000 shares; issued 109,046,297
and 108,353,770 at December 31, 1994 and 1993, respectively 209,369 208,040
Surplus 388,304 384,997
Retained earnings (deficit) (16,462) (82,356)
Treasury stock at cost, 300,000 shares (2,414) -
Unrealized gains (losses) on securities available for sale (22,087) 12,193
ESOP commitment - (400)
TOTAL SHAREHOLDERS' EQUITY 556,710 522,474
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $6,335,782 $6,223,061
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED INCOME STATEMENTS
<CAPTION>
Hibernia Corporation and Subsidiaries
Year Ended December 31 ($ in thousands, except per-share data) 1994 1993 1992
<S> <C> <C> <C>
Interest Income
Interest and fees on loans $267,156 $243,546 $313,577
Interest on securities available for sale 38,727 43,168 51,552
Interest on securities held to maturity 101,885 99,028 78,274
Trading account interest 22 33 99
Interest on time deposits 6 550 613
Interest on federal funds sold and securities
purchased under agreements to resell 6,583 9,592 15,795
Total Interest Income 414,379 395,917 459,910
Interest Expense
Interest on deposits 146,499 131,292 181,828
Interest on short-term borrowings 5,771 4,016 6,910
Interest on debt 2,006 3,618 14,098
Total Interest Expense 154,276 138,926 202,836
Net Interest Income 260,103 256,991 257,074
Provision for possible loan losses (17,231) (3,734) 71,093
Net Interest Income After Provision for Possible Loan Losses 277,334 260,725 185,981
Noninterest Income
Trust fees 12,420 13,314 12,860
Service charges on deposits 41,909 38,602 40,279
Other service, collection and exchange charges 21,069 19,933 18,293
Loss on sale of Texas Bank - - (2,934)
Other operating income 10,305 9,391 14,582
Securities gains (losses), net (3,906) 92 17,358
Total Noninterest Income 81,797 81,332 100,438
Noninterest Expense
Salaries and employee benefits 118,383 108,088 107,968
Occupancy expense, net 25,678 24,789 27,349
Equipment expense 15,801 13,509 15,689
Data processing expense 19,521 17,099 18,727
Foreclosed property expense, net (6,560) 7,883 25,368
Amortization of intangibles 23,113 8,328 10,226
Provision for data processing enhancements - 11,991 -
Other operating expense 75,234 80,943 74,016
Total Noninterest Expense 271,170 272,630 279,343
Income Before Income Taxes, Extraordinary Items
and Cumulative Effect of Accounting Change 87,961 69,427 7,076
Income tax expense 3,310 8,365 5,113
Income Before Extraordinary Items and
Cumulative Effect of Accounting Change 84,651 61,062 1,963
Extraordinary loss on debt restructuring, net of tax - - (44,493)
Utilization of net operating loss carryforwards - - 6,181
Cumulative effect of change in accounting for income taxes - 2,782 -
Net Income (Loss) $84,651 $63,844 ($36,349)
Income (Loss) Per Share:
Income before extraordinary items and cumulative
effect of accounting change $0.78 $0.57 $0.04
Extraordinary loss on debt restructuring, net of tax - - (0.82)
Utilization of net operating loss carryforwards - - 0.11
Cumulative effect of change in accounting for income taxes - 0.02 -
Net Income (Loss) Per Share $0.78 $0.59 ($0.67)
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
<CAPTION>
Hibernia Corporation and Subsidiaries
Shares of Shares of
Preferred Common
Stock Stock Preferred Common
(in thousands, except per-share data) Outstanding Outstanding Stock Stock
<S> <C> <C> <C> <C>
Balances at December 31, 1991 - 53,007 $ - $101,774
Net loss for 1992 - - - -
Issuance of preferred stock in debt
restructuring 21,818 - 60,000 -
Issuance of purchase warrants in debt
restructuring - - - -
Conversion of preferred stock
to common stock (21,818) 22,091 (60,000) 42,416
Issuance of common stock:
Dividend Reinvestment Plan - 14 - 26
Employee Benefit Plan - 12 - 24
Rights offering - 21,677 - 41,619
Debt conversion - 10,338 - 19,848
Cash dividends declared:
By pooled companies prior to merger - - - -
Reduction of ESOP commitment - - - -
Other - - - -
Balances at December 31, 1992 - 107,139 - 205,707
Net income for 1993 - - - -
Issuance of common stock:
Dividend Reinvestment Plan - 32 - 62
Stock Option Plan - 32 - 61
Exercise of purchase warrants - 1,151 - 2,210
Cash dividends declared:
Common ($.03 per share) - - - -
By pooled companies prior to merger - - - -
Cumulative effect of change in accounting
for securities available for sale - - - -
Reduction of ESOP commitment - - - -
Other - - - -
Balances at December 31, 1993 - 108,354 - 208,040
Net income for 1994 - - - -
Issuance of common stock:
Dividend Reinvestment Plan - 226 - 433
Stock Option Plan - 18 - 36
Exercise of purchase warrants - 448 - 860
By pooled companies in connection with mergers - - - -
Cash dividends declared:
Common ($.19 per share) - - - -
By pooled companies prior to merger - - - -
Acquisition of treasury stock - (300) - -
Change in unrealized gains (losses)
on securities available for sale - - - -
Reduction of ESOP commitment - - - -
Other - - - -
Balances at December 31, 1994 - 108,746 $ - $209,369
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (continued)
<CAPTION>
Hibernia Corporation and Subsidiaries
Unrealized
Retained Gains (Losses)
Earnings Treasury on Securities ESOP
(in thousands, except per-share data) Surplus (Deficit) Stock Available for Sale Commitment Total
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1991 $253,746 ($101,957) $ - $ - ($720) $252,843
Net loss for 1992 - (36,349) - - - (36,349)
Issuance of preferred stock in debt
restructuring 50,472 - - - - 110,472
Issuance of purchase warrants in debt
restructuring 4,304 - - - - 4,304
Conversion of preferred stock
to common stock 17,584 - - - - -
Issuance of common stock:
Dividend Reinvestment Plan 38 - - - - 64
Employee Benefit Plan 37 - - - - 61
Rights offering 37,588 - - - - 79,207
Debt conversion 20,079 - - - - 39,927
Cash dividends declared:
By pooled companies prior to merger - (3,785) - - - (3,785)
Reduction of ESOP commitment - - - - 126 126
Other (90) - - - - (90)
Balances at December 31, 1992 383,758 (142,091) - - (594) 446,780
Net income for 1993 - 63,844 - - - 63,844
Issuance of common stock:
Dividend Reinvestment Plan 167 - - - - 229
Stock Option Plan 95 - - - - 156
Exercise of purchase warrants 955 - - - - 3,165
Cash dividends declared:
Common ($.03 per share) - (2,508) - - - (2,508)
By pooled companies prior to merger - (1,601) - - - (1,601)
Cumulative effect of change in accounting
for securities available for sale - - - 12,193 - 12,193
Reduction of ESOP commitment - - - - 194 194
Other 22 - - - - 22
Balances at December 31, 1993 384,997 (82,356) - 12,193 (400) 522,474
Net income for 1994 - 84,651 - - - 84,651
Issuance of common stock:
Dividend Reinvestment Plan 1,340 - - - - 1,773
Stock Option Plan 67 - - - - 103
Exercise of purchase warrants 372 - - - - 1,232
By pooled companies in connection with mergers 1,542 - - - - 1,542
Cash dividends declared:
Common ($.19 per share) - (17,353) - - - (17,353)
By pooled companies prior to merger - (1,404) - - - (1,404)
Acquisition of treasury stock - - (2,414) - - (2,414)
Change in unrealized gains (losses)
on securities available for sale - - - (34,280) - (34,280)
Reduction of ESOP commitment - - - - 400 400
Other (14) - - - - (14)
Balances at December 31, 1994 $388,304 ($16,462) ($2,414) ($22,087) $ - $556,710
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
SUPPLEMENTAL CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Hibernia Corporation and Subsidiaries
Year Ended December 31 ($ in thousands) 1994 1993 1992
<S> <C> <C> <C>
Operating Activities
Net income (loss) $84,651 $63,844 ($36,349)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Extraordinary loss on debt restructuring, net of tax - - 44,493
Provision for possible loan losses (17,231) (3,734) 71,093
Amortization of intangibles and deferred charges 23,113 8,799 10,548
Depreciation and amortization 13,987 13,623 16,980
Premium amortization, net of discount accretion 14,615 19,472 9,819
Realized investment securities (gains) losses 3,906 (92) (17,358)
Provision for data processing enhancements - 11,991 -
Gain on sale of assets (5,720) (4,936) (2,186)
Provision for losses on foreclosed and other assets 2,268 13,672 27,802
Decrease (increase) in deferred income tax assets (18,404) (10,388) 1,419
Decrease (increase) in interest receivable and other assets (885) 5,520 43,948
Increase (decrease) in interest payable and other liabilities (9,858) 17,357 9,005
Net Cash Provided By Operating Activities 90,442 135,128 179,214
Investing Activities
Purchases of securities for held to maturity portfolio (233,258) (1,190,998) (1,229,444)
Purchases of securities for available for sale portfolio (254,387) (163,564) -
Proceeds from sales of securities from avialable for sale portfolio 106,418 19,666 473,751
Maturities of securities from held to maturity portfolio 399,731 501,951 458,237
Maturities of securities from available for sale portfolio 177,397 226,490 -
Net decrease (increase) in loans (688,628) (79,836) 631,412
Proceeds from sales of loans 250,374 66,074 98,767
Proceeds from sale of Texas Bank, net of $146,237 cash sold - - (88,237)
Net cash paid to acquire bank - (2,815) -
Purchases of premises, equipment and other assets (23,732) (11,233) (12,461)
Proceeds from sales of foreclosed assets 27,970 40,129 52,207
Proceeds from sales of premises, equipment and other assets 163 2,553 24,353
Net Cash (Used) Provided By Investing Activities (237,952) (591,583) 408,585
Financing Activities
Net increase (decrease) in domestic deposits 137,708 29,509 (431,757)
Net increase (decrease) in time deposits - foreign office 30,587 1,722 (311)
Net increase (decrease) in short-term borrowings 3,078 27,905 (14,198)
Proceeds from issuance of debt - 16,685 6,250
Payments on debt (24,544) (19,474) (9,888)
Issuance of common stock 4,636 3,572 77,705
Dividends paid (18,757) (4,109) (3,785)
Acquisition of treasury stock (2,414) - -
Net Cash Provided (Used) By Financing Activities 130,294 55,810 (375,984)
Increase (Decrease) in Cash and Cash Equivalents (17,216) (400,645) 211,815
Cash and Cash Equivalents at Beginning of Year 556,109 956,754 744,939
Cash and Cash Equivalents at End of Year $538,893 $556,109 $956,754
Supplemental Disclosures
Cash paid (received) during the year for:
Interest expense $156,696 $138,504 $211,114
Income taxes $20,063 $13,579 ($11,407)
Non-cash investing and financing activities:
Loans transferred to (from) foreclosed and other assets ($1,389) $6,443 $37,363
See notes to supplemental consolidated financial statements
</TABLE>
<PAGE>
Notes to Consolidated
Financial Statements
Hibernia Corporation and Subsidiaries
Note 1
Summary of Significant Accounting Policies
Hibernia Corporation, through its wholly owned subsidiary,
Hibernia National Bank (the Bank), provides a full array of financial
products and services throughout Louisiana, including retail, commercial,
international, mortgage and private banking, treasury management and trust.
The Bank, through its wholly owned subsidiaries, also provides retail
brokerage and alternative investments, including mutual funds and
annuities.
The accounting principles followed by Hibernia Corporation and
Subsidiaries (the Company or Hibernia) and the methods of applying those
principles conform with generally accepted accounting principles.
Consolidation
The consolidated financial statements include the accounts of Hibernia
Corporation (the Parent Company) and its wholly owned subsidiaries,
Hibernia National Bank and Zachary Taylor Life Insurance Company, for all
periods presented and the accounts of Hibernia National Bank in Texas (the
Texas Bank) from August 24, 1989, the date of acquisition, to June 30,
1992. The consolidated financial statements include the Parent Company's
equity investment in the Texas Bank from June 30, 1992, to the date of its
sale, December 31, 1992.
These consolidated financial statements give retroactive effect to the
mergers in 1994 of Hibernia Corporation with Commercial Bancshares, Inc.,
Bastrop National Bank, First Bancorp of Louisiana, Inc., First Continental
Bancshares, Inc., Pioneer Bancshares Corporation and First State Bank and
Trust Company,
each of which has been accounted for using the pooling-of-interests method.
All significant intercompany transactions and balances have been
eliminated.
Securities
At December 31, 1993, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." SFAS No. 115 requires the classification of
securities into one of three categories: Trading, Available for Sale or
Held to Maturity.
Management determines the appropriate classification of debt
securities at the time of purchase and re-evaluates this classification
periodically. Trading account securities are held for resale in
anticipation of short-term market movements. Debt securities are classified
as held to maturity when the Company has the positive intent and ability to
hold the securities to maturity. Securities not classified as held to
maturity or trading are classified as available for sale.
Trading account securities are carried at fair value and are included
in short-term investments. Gains and losses, both realized and unrealized,
are reflected in earnings. Held to maturity securities are stated at
amortized cost. Available for sale securities are stated at fair value,
with unrealized gains and losses, net of tax, reported in a separate
component of shareholders' equity.
The amortized cost of debt securities classified as held to maturity
or available for sale is adjusted for amortization of premiums and
accretion of discounts to maturity or, in the case of mortgage-backed
securities, over the estimated life of the security. Amortization,
accretion and accruing interest are included in interest income on
securities using the level yield method. Realized gains and losses, and
declines in value judged to be other than temporary, are included in net
securities gains (losses). The cost of securities sold is determined based
on the specific identification method.
Loans
Loans are stated at the principal amounts outstanding,
less unearned income and the reserve for possible loan losses. Interest on
loans and accretion of unearned income are computed by methods which
approximate a level rate of return on recorded principal. Loan origination
and commitment fees and certain direct loan origination costs are deferred,
and the net amount is amortized as an adjustment of the related loan's
yield over the life of the loan.
Commercial loans are placed in nonaccrual status when,
in management's opinion, there is doubt concerning full collectibility of
both principal and interest. Consumer loans are placed in nonaccrual status
when any payment of principal or interest is more than 120 days delinquent.
Interest payments received on nonaccrual loans are applied to principal if
there is doubt as to the collectibility of the principal; otherwise, these
receipts are recorded as interest income. A loan remains in nonaccrual
status until it is current as to principal and interest, and the borrower
demonstrates its ability to fulfill the contractual obligation.
Reserve for Possible Loan Losses
The reserve for possible loan losses is maintained to provide for
possible losses inherent in the loan portfolio. The reserve is based on
management's estimate of future losses; actual losses may vary from the
current estimate. The estimate is reviewed periodically, taking into
consideration the risk characteristics of the loan portfolio, past loss
experience, general economic conditions and other factors which deserve
current recognition. As adjustments to the estimate of future losses become
necessary, they are reflected as a provision (positive or negative) for
possible loan losses in current-period earnings. Actual loan losses are
deducted from and subsequent recoveries are added to the reserve.
Foreclosed Assets
Foreclosed assets include real estate and other collateral acquired
upon the default of loans and in-substance foreclosures. Foreclosed assets
are recorded at fair value of the assets acquired less estimated selling
cost. Losses arising from the initial reduction of the outstanding loan
amount to fair value are deducted from the reserve for possible loan
losses. A valuation reserve for foreclosed assets is maintained for
subsequent valuation adjustments on a specific-property basis. Income and
expenses associated with foreclosed assets prior to sale are included in
current earnings.
Bank Premises and Equipment
Bank premises and equipment are stated at cost less allowances for
depreciation and amortization. Depreciation and amortization are computed
primarily using the straight-line method over the estimated useful lives of
the assets, which generally are 10 to 40 years for buildings and 3 to 15
years for equipment, and over the shorter of the lease terms or the
estimated lives of the leasehold improvements.
Excess of Cost Over
Fair Value of Net Assets Acquired
The excess of cost over the fair value of net assets acquired
(goodwill) is being amortized using the straight-line method over the
estimated periods benefited, generally 15 years.
As events or changes in circumstances warrant, the Company evaluates
the realizability of goodwill by geographic region using a methodology
based on a comparison of the recorded balance of goodwill to the applicable
discounted cumulative net income before goodwill amortization expense over
the remaining amortization period of the associated goodwill. To the extent
that impairment exists, writedowns to realizable value are recorded.
Income Taxes
Effective January 1, 1993, the Company adopted SFAS No. 109,
"Accounting for Income Taxes," which uses the liability method in
accounting for income taxes. Under this method, deferred tax assets and
liabilities are based on differences between the financial reporting and
tax bases of assets and liabilities. The tax effect of these differences is
measured using enacted tax rates and laws that will be in effect when the
differences are expected to reverse. Prior to the adoption of SFAS No. 109,
income tax expense was determined using the deferred method. Deferred tax
expense was based on items of income and expense that were reported in
different years in the financial statements and tax returns and was
measured at the tax rate in effect in the year the difference originated.
The Company files a consolidated federal income tax return. The Bank
is subject to a Louisiana shareholder tax which is based partly on income.
The income portion is reported as state income tax. In addition, certain
subsidiaries of the Parent Company and the Bank are subject to Louisiana
state income tax.
Cash Flows
Cash and cash equivalents include cash and due from banks,
interest-bearing time deposits in domestic banks and federal funds sold and
securities purchased under agreements to resell.
Reclassification
Certain items included in the consolidated financial statements for
1993 and 1992 have been reclassified to conform with the 1994 presentation.
Note 2
Mergers
The Company completed mergers with six Louisiana financial
institutions in 1994. The Company's mergers with Commercial Bancshares,
Inc. (Commercial), Bastrop National Bank (Bastrop),First Bancorp of
Louisiana, Inc. (First Bancorp), First Continental Bancshares, Inc. (First
Continental), Pioneer Bancshares Corporation (Pioneer) and First State Bank
and Trust Company (First State), which are collectively referred to as the
pooled companies, were accounted for as poolings of interests.
The following table shows the merger date, Hibernia shares issued and
the exchange ratio for each merger.
<TABLE>
<CAPTION>
Merger Hibernia Exchange
date shares issued ratio
------- ------------- --------
<S> <C> <C> <C>
Commercial July 1, 1994 2,367,481 8.4:1
Bastrop July 1, 1994 2,444,043 8.147:1
First Bancorp August 1, 1994 4,311,315 18.14:1
First Continental August 1, 1994 3,898,655 1.41:1
Pioneer December 31, 1994 8,370,512 30.5:1
First State December 31, 1994 3,350,000 33.5:1
The following table shows the key components of the results of operations of the previously separate entities
for the years ended December 31, 1993 and 1992.
</TABLE>
<TABLE>
<CAPTION>
First First
($ in thousands) Hibernia Commercial Bastrop Bancorp Continental Pioneer First State Total
Year ended December 31, 1993
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net interest income $195,705 $6,459 $4,939 $8,248 $18,713 $16,682 $6,245 $256,991
Cumulative effect of
change in accounting - $421 - - $2,622 ($261) - $2,782
Net income $47,950 $2,088 $2,050 $2,706 $3,640 $3,429 $1,981 $63,844
Year ended December 31, 1992
Net interest income $197,278 $6,538 $5,179 $7,067 $18,336 $16,869 $5,807 $257,074
Extraordinary gain (loss)
on debt restructuring ($56,122) $284 - - $11,345 - - ($44,493)
Utilization of net operating
loss carryforwards - $185 - - $5,996 - - $6,181
Net income (loss) ($64,037) $2,058 $2,179 $1,945 $17,791 $2,200 $1,515 ($36,349)
</TABLE>
Hibernia is a party to definitive merger agreements with four additional
Louisiana financial institutions which are pending regulatory and shareholder
approval. All of these transactions are expected to be consummated in early
1995 and are expected to be accounted for as poolings of interests. The
summary below contains information regarding institutions with which Hibernia
has entered into definitive merger agreements.
<TABLE>
<CAPTION>
($ in thousands) December 31, 1994 Estimated Consideration
Hibernia Value of
Number Shares Shares
of Total to be to be
Institution Offices Assets Issued * Issued *
<S> <C> <C> <C> <C>
American Bank of Norco 5 $88,572 2,250,000 $17,438
STABA Bancshares, Inc. 4 92,950 2,323,000 18,000
Progressive Bancorporation, Inc. 5 141,790 2,500,000 19,375
Bank of St. John 4 123,781 3,339,000 25,875
Total 18 $447,093 10,412,000 $80,688
* Based upon an estimated market value of $7.75 per share
</TABLE>
Note 3
Short-Term Investments
The following is a summary of short-term investments:
<TABLE>
<CAPTION>
December 31
($ in thousands) 1994 1993
<S> <C> <C>
Interest-bearing time deposits in domestic banks $191 $8,319
Federal funds sold and securities purchased
under agreements to resell 185,435 273,700
Total short-term investments $185,626 $282,019
</TABLE>
Note 4
Securities
As discussed in Note 1, the Company adopted SFAS No. 115 effective December
31, 1993. Prior to December 31, 1993, the Company classified securities as
held for sale securities (available for sale) and investment securities (held to
maturity) based on criteria which did not differ significantly from that
required by SFAS No. 115. Held for Sale securities were recorded at the
lower of cost or fair value. A summary of securities classified as
available for sale and held to maturity is presented below.
<TABLE>
<CAPTION>
($ in thousands) December 31, 1994
Amortized Fair Unrealized Unrealized
Type Cost Value Gains Losses
<S> <C> <C> <C> <C>
Available for sale:
U.S. Government Agencies:
Mortgage-backed securities $391,449 $377,063 $767 $15,153
Other 118,898 111,474 14 7,438
Other 49,155 48,878 145 422
Total available for sale $559,502 $537,415 $926 $23,013
Held to maturity:
U.S. Treasuries $520,741 $511,893 $28 $8,876
U.S. Government Agencies:
Mortgage-backed securities 1,057,190 1,004,339 522 53,373
Other 139,368 132,787 27 6,608
States and political subdivisions 19,618 19,410 182 390
Total held to maturity $1,736,917 $1,668,429 $759 $69,247
</TABLE>
<TABLE>
<CAPTION>
($ in thousands) December 31, 1993
Amortized Fair Unrealized Unrealized
Type Cost Value Gains Losses
<S> <C> <C> <C> <C>
Available for sale:
U.S. Treasuries $77,962 $78,589 $653 $26
U.S. Government Agencies:
Mortgage-backed securities 489,790 500,851 11,095 34
Other 56,026 56,038 93 81
Other 16,737 17,230 493 0
Total available for sale $640,515 $652,708 $12,334 $141
Held to maturity:
U.S. Treasuries $584,183 $597,863 $13,933 $253
U.S. Government Agencies:
Mortgage-backed securities 1,151,080 1,166,499 19,562 4,143
Other 155,648 157,596 2,308 360
States and political subdivisions 22,313 23,164 895 44
Other 7,977 7,977 0 0
Total held to maturity $1,921,201 $1,953,099 $36,698 $4,800
</TABLE>
Realized gains and losses from the sale of available
for sale securities are summarized below:
<TABLE>
<CAPTION>
Year Ended December 31
($ in thousands) 1994 1993 1992
<S> <C> <C> <C>
Realized gains $162 $175 $17,587
Realized losses (4,068) (83) (229)
Net realized (losses) gains ($3,906) $92 $17,358
</TABLE>
Securities with carrying values of $1,510,956,000 and $1,398,624,000 at
December 31, 1994 and 1993, respectively, were either pledged to secure public
and trust deposits or sold under repurchase agreements.
<TABLE>
<CAPTION>
December 31
($ in thousands) 1994 1993
<S> <C> <C>
Available for sale:
U.S. Treasuries $ - $30,574
U.S. Government Agencies:
Mortgage-backed securities 263,367 179,372
Agencies 20,542 16,773
Other - 1,015
Total available for sale 283,909 227,734
Held to maturity:
U.S. Treasuries 363,412 455,445
U.S. Government Agencies:
Mortgage-backed securities 820,871 675,597
Other 42,764 34,958
States and political subdivisions - 4,890
Total held to maturity 1,227,047 1,170,890
Total carrying value of securities pledged $1,510,956 $1,398,624
</TABLE>
The carrying amount and estimated fair value by maturity of securities
held to maturity and available for sale are shown below. Securities are
classified according to their contractual maturity without consideration of
principal amortization, potential prepayments or call options. Accordingly,
actual maturities may differ from contractual maturities.
<TABLE>
<CAPTION>
December 31, 1994
Available for Sale Held to Maturity
Amortized Fair Amortized Fair
($ in millions) Cost Value Cost Value
<S> <C> <C> <C> <C>
Due in 1 year or less $45.2 $45.2 $241.9 $237.8
Due after 1 year through 5 years 47.4 45.0 443.8 431.6
Due after 5 years through 10 years 57.2 54.8 24.4 23.8
Due after 10 years 409.7 392.4 1,026.8 975.2
Total $559.5 $537.4 $1,736.9 $1,668.4
</TABLE>
Note 5
Loans
The following is a summary of commercial loans classified
by repayment source and consumer loans classified by type:
<TABLE>
<CAPTION>
December 31
($ in thousands) 1994 1993
<S> <C> <C>
Energy $92,158 $68,492
Transportation, communications
and utilities 110,454 112,625
Commercial real estate 477,807 432,147
Health care 211,656 214,348
Services 288,322 265,831
Commercial and industrial 606,667 547,497
Other commercial 97,705 86,454
Total commercial 1,884,769 1,727,394
Residential mortgage 612,447 558,448
Indirect 480,176 301,664
Student 92,741 74,526
Revolving credit 73,125 52,557
Other 232,433 228,222
Total consumer 1,490,922 1,215,417
Total loans $3,375,691 $2,942,811
</TABLE>
The following is a summary of nonperforming loans and foreclosed assets:
<TABLE>
<CAPTION>
December 31
($ in thousands) 1994 1993
<S> <C> <C>
Nonaccrual loans $13,404 $62,570
Restructured loans 6,024 3,031
Total nonperforming loans $19,428 $65,601
Foreclosed assets $15,493 $38,316
</TABLE>
Interest income in the amount of $4,831,000 for 1994, $9,138,000 for
1993 and $18,171,000 for 1992 would have been recorded on nonperforming
loans if they had been classified as performing. The Company recorded
$3,314,000, $2,527,000 and $1,492,000 of interest income on nonperforming
loans during 1994, 1993 and 1992, respectively.
In May 1993, the Financial Accounting Standards Board (FASB) issued
SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," which the
Company will adopt effective January 1, 1995. SFAS No. 114 was amended by
SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income
Recognition and Disclosures" in October 1994. Among other things, SFAS No.
114 and SFAS No. 118 require that an impaired loan be measured based on
discounted future cash flows, observable market price or fair value of the
collateral. As it relates to in-substance foreclosures, SFAS No. 114
requires that a creditor continue to follow loan classification on the
balance sheet unless the creditor receives physical possession of the
collateral. Accordingly, upon adoption of SFAS No. 114, $6,875,000 of
in-substance foreclosures will be transferred from foreclosed property to
nonperforming loans. The adoption of SFAS No. 114 and SFAS No. 118 is not
expected to have a material impact on the financial condition or operating
results of the Company.
The following is a summary of activity in the reserve for possible
loan losses:
<TABLE>
<CAPTION>
Year Ended December 31
($ in thousands) 1994 1993 1992
<S> <C> <C> <C>
Balance at beginning of year $172,535 $199,518 $223,294
Loans charged off (23,923) (41,311) (96,715)
Recoveries 17,215 17,703 17,352
Net loans charged off (6,708) (23,608) (79,363)
Provision for possible loan losses (17,231) (3,734) 71,093
Addition due to acquisition of a bank - 359 -
Reduction due to sale of Texas Bank - - (15,506)
Balance at end of year $148,596 $172,535 $199,518
</TABLE>
Note 6
Related-Party Transactions
Certain directors and officers of the Company, members of their
immediate families and entities in which they or members of their immediate
families have principal ownership interests are customers of and have other
transactions with the Company in the ordinary course of business. Loans to
these parties are made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
third-party transactions and do not involve more than normal risks of
collectibility or present other unfavorable features.
Loans to related parties were $44,744,000 and $24,355,000 at December
31, 1994 and 1993, respectively. The change during 1994 reflects
$153,071,000 in new loans and $132,682,000 of repayments. These amounts do
not include loans made in the ordinary course of business to other entities
with which the Company has no relationship, other than a director of the
Company being a director of the other entity, unless the director had the
ability to significantly influence the other entity.
Securities sold to related parties under repurchase agreements
amounted to $5,241,000 and $9,968,000 at December 31, 1994 and 1993,
respectively. During 1993, the Company sold $22,700,000 of mortgage loan
pools to a related party at carrying value, which approximated fair value.
The subordinated debentures totaling $879,000 at December 31, 1994 and
1993, and the unsecured notes payable totaling $1,155,000 at December
31,1994 and 1993 were acquired through merger with Pioneer Bancshares
Corporation and are held by individuals who are related to the former
chairman of Pioneer Bancshares Corporation, who is now an executive officer
and director of Hibernia.
Note 7
Bank Premises and Equipment
<TABLE>
<CAPTION>
December 31
($ in thousands) 1994 1993
<S> <C> <C>
Land $22,937 $22,687
Bank premises 79,048 72,824
Leasehold improvements 31,722 28,403
Furniture and equipment 101,637 89,892
235,344 213,806
Less allowance for depreciation
and amortization (126,899) (111,213)
Total $108,445 $102,593
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31
($ in thousands) 1994 1993 1992
<S> <C> <C> <C>
Provisions for depreciation
and amortization included in:
Occupancy expense $6,700 $5,949 $4,806
Equipment expense 8,873 7,501 9,171
Total $15,573 $13,450 $13,977
</TABLE>
Note 8
Time Deposits
Domestic certificates of deposit of $100,000 or more amounted to
$734,363,000 and $745,677,000 at December 31, 1994 and 1993, respectively.
Interest on these certificates amounted to $33,432,000, $27,234,000 and
$36,399,000 in 1994, 1993 and 1992, respectively.
Foreign deposits, which are deposit liabilities of the Cayman Island
office of the Bank, were $34,004,000 and $3,417,000 at December 31, 1994
and 1993, respectively. Interest expense on foreign deposits amounted to
$794,000, $149,000 and $71,000 for 1994, 1993 and 1992, respectively.
Note 9
Debt
The following is a summary of outstanding debt, all of which was
acquired through mergers in 1994.
<TABLE>
<CAPTION>
December 31
($ in thousands) 1994 1993
<S> <C> <C>
Hibernia Corporation:
Subordinated Debentures,
bearing interest at 6%,
maturing in 1995 $879 $879
Unsecured notes payable to related
parties, bearing interest at 6%,
maturing in 1995 1,155 1,155
Senior Secured Notes Payable,
bearing interest at 10.75%,
due in 1997 - 5,884
Mandatory Convertible
Subordinated Debentures,
bearing interest at 12%,
maturing in 1996 - 6,000
Convertible subordinated debentures,
bearing interest at 10%,
due 2002 - 800
Note payable to banks,
bearing interest at floating rates,
maturing from 1998 through 2003 - 11,214
Employee Stock Ownership Plan,
bearing interest at prime,
maturing in 1997 - 400
Hibernia National Bank:
Federal Home Loan Bank advances 3,616 3,862
Total $5,650 $30,194
</TABLE>
During 1994, the Company retired debt acquired through mergers at or
immediately following the legal mergers, except for Federal Home Loan Bank
(FHLB) advances and the subordinated debentures and unsecured notes payable
to related parties. The acquired debt which was retired was secured by the
common stock of various subsidiaries of the pooled companies.
The FHLB advances were obtained to fund certain mortgage loans which
totaled $3,538,000 at December 31,1994, and secure the advances. The
advances are also secured by the Company's investment in FHLB stock which
totaled $21,456,000 at December 31,1994. The advances accrue interest at
contractual rates of 5.7% to 6.3%, are due in monthly installments of
approximately $39,000, including interest, and are scheduled to amortize
through various dates between 2002 and 2008. However, should the loans for
which the advances were obtained repay at a faster rate than anticipated,
the advances are to be repaid at a correspondingly faster rate.
Maturities of debt for the next five years and thereafter are as
follows: 1995 - $2,303,000; 1996 - $293,000; 1997 - $320,000; 1998 -
$349,000; 1999 - $381,000; and thereafter - $2,004,000.
Note 10
Other Assets and Other Liabilities
<TABLE>
<CAPTION>
December 31
($ in thousands) 1994 1993
<S> <C> <C>
Other assets:
Accrued interest receivable $53,640 $53,442
Deferred income taxes 42,865 24,461
Goodwill 21,646 43,703
Foreclosed assets 15,493 38,316
Purchased mortgage servicing rights 4,027 4,270
Other 44,757 44,182
Total other assets $182,428 $208,374
Other liabilities:
Accrued interest payable $20,140 $22,560
Reserve for future rental
payments under sale/leaseback 20,992 21,155
Trade accounts payable and
accrued liabilities 51,578 49,766
Other 10,499 19,986
Total other liabilities $103,209 $113,467
</TABLE>
Amortization relating to goodwill totaled $22,057,000, $4,985,000 and
$5,828,000 for the years ended December 31, 1994, 1993 and 1992,
respectively. Accumulated amortization at December 31, 1994 and 1993,
totaled $60,402,000 and $38,345,000, respectively.
In 1994, amortization expense included a $16,142,000 charge for the
impairment of goodwill associated with acquisitions consummated in the mid-
to-late 1980s. As the result of a new organizational structure implemented
during the third quarter of 1994, management conducted an analysis which
estimated the discounted cumulative net income for each primary geographic
region over the remaining amortization period of the associated goodwill of
approximately nine years. Purchase prices for these acquisitions which gave
rise to the recorded goodwill reflected management's intent at the time to
generate efficiencies by merging the operations of the acquired
institutions and increasing market share from the resulting base. The
analysis indicated that projected performance of the Company's existing
franchise in two regions would not be adequate to support the remaining
unamortized goodwill resulting from previous acquisitions. The impaired
goodwill was written off in one instance and written down to realizable
value in another. In addition, $1,449,000 of goodwill previously recorded
by one of the pooled companies was written off during 1994.
Note 11
Per-Share Data
Income (loss) per common share data are based on the weighted average
number of shares outstanding of 108,488,873; 107,917,135; and 54,350,285 in
1994, 1993 and 1992, respectively. In accordance with pooling-of-interests
accounting, the common stock issued in all mergers consummated in 1994 is
considered to be outstanding as of January 1, 1992, the beginning of the
earliest period presented.
Note 12
Employee Benefit Plans
The Company maintains a defined-contribution benefit plan under
Section 401(k) of the Internal Revenue Code, the Retirement Security Plan
(RSP). Substantially all employees who have completed one year of service
are eligible to participate in the RSP. Under the RSP, employees contribute
a portion of their regular compensation, with the Company matching a
certain portion of employee contributions. Matching contributions are
charged to employee benefits expense. At December 31, 1994, the RSP owned
1,008,000 shares of Class A Common Stock. The Company's contributions to
the RSP totaled $1,361,000 in 1994, $1,321,000 in 1993 and $881,000 in
1992.
The Company maintains incentive bonus programs for key employees.
Costs of the incentive bonus programs were $7,263,000, $4,610,000 and
$2,977,000 for the years ended December 31, 1994,
1993 and 1992, respectively.
During 1993, the Company established a plan for grant of performance
share awards under its Long-Term Incentive Plan for certain members of
management. Under this plan, if the Company achieved certain predetermined
performance goals during the two-year period from January 1, 1993 through
December 31, 1994, the Company would award common stock to certain members
of management who contributed to that achievement. Approximately 371,100
shares of common stock were awarded in 1995 in accordance with the terms of
the plan as a result of the Company's having met substantially all of the
goals. Compensation expense of $1,477,000 and $1,619,000 was recorded
relating to the performance share awards in 1994 and 1993, respectively.
In November 1992, the FASB issued SFAS No. 112, "Employers' Accounting
for Postemployment Benefits." SFAS No. 112, which became effective January
1, 1994, requires accrual-based accounting for the cost of benefits
provided to former or inactive employees subsequent to their employment but
before retirement. The adoption of SFAS No. 112 did not have a material
effect on the financial condition or operating results of the Company.
First Bancorp of Louisiana, Inc., which merged with the Company on
August 1, 1994, maintained an Employee Stock Ownership Plan (ESOP). The
ESOP, which remained in existence subsequent to the merger, covers
substantially all First Bancorp employees who qualified as to age and
length of service. Upon completion of five years of service, participants
are fully vested in their account. Expense relating to this ESOP of
$79,000, $466,000 and $135,000 is included in the consolidated income
statements for the years ended December 31, 1994, 1993 and 1992,
respectively.
At December 31, 1993, the ESOP had a note payable to an unaffiliated
bank in the amount of $400,000, which was secured by 305,541 shares of
Hibernia's common stock and guaranteed by the Company. At December 31,1994
and 1993, the ESOP owned 1,161,181 and 1,202,210 shares, respectively, of
Hibernia common stock.
Certain of the pooled companies had adopted retention agreements to
encourage certain officers and other key employees of the pooled companies
to continue their employment through the consummation of a merger. These
agreements were executed primarily to maintain stability within the
organization and reduce the risk of loss of key members of management prior
to legal merger. Compensation expense related to these agreements totaled
approximately $1,400,000 in 1994.
Note 13
Stock Options
The Company's stock option plans provide incentive and non-qualified
options to various key employees and non-employee directors to purchase
shares of Class A Common Stock at no less than the fair market value of the
stock at the date of grant. All options issued prior to 1992 became
exercisable six months from the date of grant. The remaining options
granted under the 1987 Stock Option Plan, the Long-Term Incentive Plan and
the 1993 Directors' Stock Option Plan become exercisable in the following
increments: 50% after the expiration of two years from the date of grant,
an additional 25% three years from the date of grant and the remaining 25%
four years from the date of grant.
Options issued to employees and directors, other than the chief
executive officer, become immediately exercisable if the holder of the
option dies while the option is outstanding. Options granted under the 1987
Stock Option Plan generally expire 10 years from the date granted. Options
granted under the Long-Term Incentive Plan and the 1993 Directors' Stock
Option Plan do not expire unless the holder dies, retires, becomes
permanently disabled or leaves the employ of the Company, at which time the
options expire at various times ranging from 30 to 180 days.
At December 31, 1994, shares available for grant under the 1987 Stock
Option Plan, the Long-Term Incentive Plan and the 1993 Directors' Stock
Option Plan amounted to 156,923; 1,125,941; and 845,000, respectively.
The table below summarizes the activity in the plans during 1994.
<TABLE>
<CAPTION>
Price Range
Incentive Non-qualified Per Share
1987 Stock Option Plan:
<S> <C> <C> <C>
Outstanding, December 31, 1991 520,431 192,006 $14.63 to $25.13
Granted 161,640 620,074 $4.19 to 5.31
Canceled (505,243) (59,701) $4.94 to $25.13
Outstanding, December 31, 1992 176,828 752,379 $4.19 to 18.80
Granted 13,913 642,152 $7.19
Canceled - (4,196) $4.94
Exercised - (31,639) $4.94
Outstanding, December 31, 1993 190,741 1,358,696 $4.19 to $18.80
Granted - 20,000 $7.88 to $8.75
Canceled - (2,978) $4.94
Exercised - (16,024) $4.94
Outstanding, December 31, 1994 190,741 1,359,694 $4.19 to $18.80
Exercisable, December 31, 1994 84,068 568,701 $4.19 to $18.80
Long-Term Incentive Plan:
Outstanding, December 31, 1992 - - -
Granted - 963,000 $5.94 to $7.75
Canceled - (58,000) $7.13 to $7.63
Outstanding, December 31, 1993 - 905,000 $5.94 to $7.75
Granted 12,598 1,676,476 $7.94 to $8.81
Canceled - (59,928) $6.88 to $7.94
Exercised - (3,000) $8.13
Outstanding, December 31, 1994 12,598 2,518,548 $5.94 to $8.81
Exercisable, December 31, 1994 - - -
1993 Directors' Stock Option Plan:
Outstanding, December 31, 1992 - - -
Granted - 75,000 $7.31
Outstanding, December 31, 1993 - 75,000 $7.31
Granted - 80,000 $7.88
Outstanding, December 31, 1994 - 155,000 $7.31 to $7.88
Exercisable, December 31, 1994 - - -
</TABLE>
Note 14
Income Taxes
As discussed in Note 1, the Company adopted SFAS No. 109 effective January 1,
1993. As permitted by SFAS No. 109, prior-year financial statements were not
restated. The cumulative effect of the adoption of SFAS No. 109 was to increase
net income in 1993 by $2,782,000.
Income tax expense includes amounts currently payable and amounts deferred
to or from other years as a result of differences in the timing of recognition
of income and expense for financial reporting and federal tax purposes. The
components of income tax expense are as follows:
<TABLE>
<CAPTION>
Year Ended December 31
($ in thousands) 1994 1993 1992
<S> <C> <C> <C>
Current tax expense:
Federal income tax $18,404 $15,210 $5,644
State income tax 3,310 1,709 904
Total current tax expense 21,714 16,919 6,548
Deferred tax expense (benefit):
Federal income tax 17,127 4,953 (1,435)
Change in deferred tax valuation reserve (35,531) (13,507) -
Total deferred tax expense (benefit) (18,404) (8,554) (1,435)
Shareholders' Equity:
Cumulative effect of change in accounting
for securities available for sale - 4,268 -
Change in unrealized gains (losses) on
securities available for sale (11,998) - -
Change in deferred tax valuation reserve 11,998 (4,268) -
Total shareholders' equity - - -
Income tax expense $3,310 $8,365 $5,113
</TABLE>
The reconciliation of the federal statutory income tax rate to the Company's
effective rate can be found in the table below.
<TABLE>
<CAPTION>
Year Ended December 31
($ in thousands) 1994 1993 1992
Amount Rate Amount Rate Amount Rate
<S> <C> <C> <C> <C> <C> <C>
Tax expense (benefit) based on federal statutory rate $30,786 35.0 % $24,300 35.0 % $2,408 34.0 %
Tax-exempt interest (2,752) (3.1) (3,043) (4.4) (4,244) (60.0)
Goodwill 6,665 7.6 1,685 2.4 1,327 18.8
Sale of Texas Bank - - - - 2,182 30.8
State income tax, net of federal benefit 2,151 2.5 1,103 1.6 559 7.9
Limitation on recognition of tax benefit - - - - 2,527 35.7
Change in deferred tax valuation reserve (35,531) (40.4) (13,507) (19.5) - -
Change in tax rate on existing temporary differences - - (2,109) (3.0) - -
Other 1,991 2.2 (64) - 354 5.0
Income tax expense $3,310 3.8 % $8,365 12.1 % $5,113 72.2 %
</TABLE>
During 1994 and 1993, deferred income taxes were based on differences
between the basis of assets and liabilities for financial statement
purposes and tax reporting purposes, net operating loss carryforwards and
alternative minimum tax credit carryforwards. During 1992, deferred income
taxes were provided on those items that were taxable or deductible in
different periods for financial statement and federal income tax purposes.
The tax effects of the cumulative temporary differences and tax credit
carryforwards which create deferred tax assets and liabilities at December
31, 1994 and 1993, are detailed below:
<TABLE>
<CAPTION>
December 31
($ in thousands) 1994 1993
<S> <C> <C>
Deferred tax assets:
Reserve for possible loan losses $52,009 $57,208
Unrealized loss on securities available for sale 7,730 -
Sale / leaseback 6,873 6,258
Foreclosed assets 2,424 7,187
Loan fees 2,260 2,462
Other 14,175 15,004
Alternative minimum tax credit carryforward 10,353 17,450
Regular net operating losses 268 2,096
Total deferred tax assets 96,092 107,665
Deferred tax liabilities:
Discounts on securities 426 426
Unrealized gain on securities available for sale - 4,268
Depreciation 2,128 2,825
Purchase accounting adjustments, net 1,774 2,619
Other 3,662 4,296
Total deferred tax liabilities 7,990 14,434
Deferred tax assets, net of
deferred tax liabilities 88,102 93,231
Deferred tax valuation reserve (45,237) (68,770)
Total net deferred tax asset $42,865 $24,461
</TABLE>
Management currently estimates realizability of the net deferred tax
asset based on the Company's ability to, first, recover taxes previously
paid and, second, generate taxable income over the next 12 months. A
deferred tax valuation reserve is established to limit the net deferred tax
asset to its realizable value.
The tax effects of significant items giving rise to deferred tax
benefits in 1992 are detailed below:
<TABLE>
<CAPTION>
Year Ended
($ in thousands) December 31, 1992
<S> <C>
Provision for possible loan losses $2,698
Discounts on securities (102)
Foreclosed assets 813
Loan fees 572
Depreciation (776)
Sale of auto loans (3,638)
Alternative minimum tax credits (692)
Other (310)
Deferred tax expense (benefit) ($1,435)
</TABLE>
For federal income tax purposes, the Company has $10,353,000 in
alternative minimum tax credit carryforwards at December 31, 1994, which do
not expire.
During the years ended December 31, 1994, 1993 and 1992, the Company
made federal income tax payments of $20,063,000, $13,579,000 and
$6,685,000, respectively. During 1992, the Company received $18,092,000 in
income tax refunds resulting from the carryback of a 1991 net operating
loss.
The 1992 debt restructuring between the Company and a group of banks
discussed in Note 17 gave rise to "testing dates" under Section 382 of the
Internal Revenue Code to determine if a change in ownership of the Company
had occurred. Generally, a change in ownership occurs when the percentage
of stock owned by one or more five-percent shareholders, as defined, has
increased by more than 50 percentage points over a three-year period. When
a change of this type occurs, a limitation is imposed on pre-change
"built-in" losses, as defined, net operating loss carryforwards and
alternative minimum tax credit carryforwards. Due to the issuance of stock
in connection with mergers, for purposes of Section 382, a change in
ownership of the Company occurred in 1994. However, as of the date of the
change, the Company had no pre-change "built-in" losses. The Company's
ability to utilize net operating loss carryforwards and alternative minimum
tax credit carryforwards is not expected to be limited by this change in
ownership.
Note 15
Leases
The Company leases its headquarters, operations center and certain
other bank premises and equipment under non-cancelable operating leases
which expire at various dates through 2013. Certain of the leases have
escalation clauses and renewal options ranging from one to 30 years.
Total rental expense (none of which represents contingent rentals)
included in occupancy and equipment expense was $10,408,000; $10,740,000;
and $12,490,000 in 1994, 1993 and 1992,
respectively.
The future minimum rental commitments at December 31, 1994,
for all long-term operating leases are as follows: 1995 - $9,124,000; 1996
- $8,368,000; 1997 - $8,014,000; 1998 - $7,601,000; 1999 - $7,331,000; and
thereafter - $57,029,000.
Note 16
Other Operating Expense
<TABLE>
<CAPTION>
Year ended December 31
($ in thousands) 1994 1993 1992
<S> <C> <C> <C>
Deposit insurance and examination fees $13,537 $15,327 $14,329
Postage 4,380 4,362 4,875
Stationery and supplies 4,771 4,754 4,588
Professional fees 10,278 9,537 13,882
State taxes on equity 3,104 2,745 1,872
Loan collection expense 1,777 4,875 7,241
Advertising and promotional expenses 5,531 6,044 3,235
Other 31,856 33,299 23,994
Total other operating expense $75,234 $80,943 $74,016
</TABLE>
Note 17
Recapitalization of the Company
and Sale of the Texas Bank
During 1992, the Company increased shareholders' equity by $177.8
million through the restructuring of $99.1 million in debt and a
shareholder rights offering and completed the sale of its Texas Bank.
Debt Restructuring
On September 28, 1992, the Company completed the restructuring of its
$99.1 million debt to a group of banks. As reflected in the following
table, the existing debt was extinguished through the issuance of
securities and resulted in a non-cash extraordinary loss for the fair value
of the securities issued in excess of the carrying value of the debt
restructured.
Subsequent to the completion of a rights offering to shareholders, the
banks converted an aggregate of 21,818,182 shares of preferred stock to
22,091,443 shares of common stock. Each bank was also issued rights to
purchase additional shares of common stock, the number to be determined by
the number of shares issued in the rights offering. The senior and
subordinated debt agreements provided that, if all shares available in the
rights offering were purchased, the banks would have the right to purchase
an aggregate of approximately 16.5 million shares. The rights offering was
fully subscribed, and the banks elected to purchase an aggregate of 10.3
million shares through the conversion of debt and related accrued interest.
Certain warrants issued in the restructuring have been exercised,
resulting in the issuance of approximately 448,000 and 1,151,000 shares of
common stock in 1994 and 1993, respectively. The number of shares subject
to warrants outstanding and exercisable at December 31, 1994, was
approximately 213,000. The warrants have an exercise price of $2.75 per
share and expire in September 1999.
During 1992, the former First Continental restructured its debt with a
bank, resulting in a gain on extinguishment of debt of $11,345,000 net of
tax. Also during 1992, a portion of the former Commercial's notes payable
were discounted by the lending bank, resulting in a gain of $284,000 net of
tax.
<TABLE>
<CAPTION>
COMPUTATION OF EXTRAORDINARY LOSS
($ in thousands)
<S> <C>
Securities issued:
21,818,182 shares of non-cumulative
convertible preferred stock valued at
$5.125 per share, which was the quoted
market price of Hibernia Corporation
common stock on September 28, 1992 $111,818
1,812,000 common stock purchase warrants
valued at $2.375 per share, which is the
spread between the $5.125 quoted market
price of Hibernia Corporation common
stock on September 28, 1992, and the
$2.75 contractual exercise price 4,304
Senior debt, secured by all assets of the Company 26,625
Subordinated debt 12,500
Total fair value of securities issued 155,247
Less: debt restructured 99,125
Extraordinary loss on debt restructuring - Hibernia 56,122
Extraordinary gain on debt restructuring by pooled
companies prior to mergers (11,629)
Extraordinary loss on debt restructurings, net of tax $44,493
</TABLE>
Rights Offering
On November 12, 1992, the Company commenced an offering to
shareholders of record on that date to purchase an aggregate of 19.8
million shares of common stock at a subscription price of $4.00 per share.
The closing market price of the Company's common stock on November 11,
1992, was $5.00 per share. The offering was fully subscribed, and the
Company issued 19.8 million shares of common stock. Certain debtholders
elected to participate in the rights offering and purchased an additional
1.9 million shares of common stock at $4.00 per share. The Company received
net proceeds from the rights offering of $79,200,000.
Sale of the Texas Bank
On December 31, 1992, the Company sold the stock of the Texas Bank to
Comerica Incorporated. The Company received net proceeds of $56,200,000,
which is the purchase price of $58,000,000 reduced by the dividend paid by
the Texas Bank to the Parent Company in the third quarter of 1992. The
Company recorded a loss of $2,900,000 in the third quarter of 1992 in order
to reduce the Parent Company's investment in the Texas Bank to its net
realizable value.
At June 30, 1992, the carrying values of the assets and liabilities of
the Texas Bank were $910.2 million and $848.2 million, respectively. The
revenues and expenses of the Texas Bank (before eliminations) shown in the
following table are included in the Consolidated Income Statements on a
fully consolidated basis for the first six months of 1992.
<TABLE>
<CAPTION>
Condensed Income Statement
Hibernia National Bank in Texas
Six Months
($ in thousands) Ended June 30, 1992
<S> <C>
Interest income $36,132
Interest expense 15,974
Net interest income 20,158
Provision for possible loan losses 3,125
Net interest income after provision 17,033
Noninterest income 5,316
Noninterest expense 19,939
Income before income taxes 2,410
Income tax expense 1,009
Net income $1,401
</TABLE>
Note 18
Hibernia Corporation
(Parent Company only)
<TABLE>
<CAPTION>
BALANCE SHEETS
($ in thousands) December 31
1994 1993
<S> <C> <C>
Investment in subsidiaries $525,310 $512,123
Other assets 47,047 67,486
Total assets $572,357 $579,609
Other liabilities $13,613 $30,803
Debt 2,034 26,332
Shareholders' equity 556,710 522,474
Total liabilities and
shareholders' equity $572,357 $579,609
</TABLE>
<TABLE>
<CAPTION>
INCOME STATEMENTS
Year Ended December 31
($ in thousands) 1994 1993 1992
<S> <C> <C> <C>
Equity in undistributed income of subsidiaries $47,034 $67,651 $16,007
Dividends from subsidiaries 41,755 11,340 7,838
Other income 2,258 2,263 (3,457)
Total income 91,047 81,254 20,388
Interest expense 1,781 3,141 13,550
Other expense 6,402 13,384 6,140
Total expense 8,183 16,525 19,690
Income before taxes, extraordinary
item and accounting change 82,864 64,729 698
Income tax benefit (1,787) (289) (1,186)
Income before extraordinary items and
cumulative effect of accounting change 84,651 65,018 1,884
Extraordinary loss on debt restructurings, net of tax - - (44,493)
Utilization of NOL carryforwards - - 6,260
Cumulative effect of accounting change - (1,174) -
Net income (loss) $84,651 $63,844 ($36,349)
</TABLE>
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
Year Ended December 31
($ in thousands) 1994 1993 1992
<S> <C> <C> <C>
Operating Activities
Net income (loss) $84,651 $63,844 ($36,349)
Non-cash adjustment for equity
in subsidiaries' undistributed
net income (47,034) (66,951) (12,607)
Extraordinary loss on
debt restructuring - - 44,493
Other adjustments (11,273) 7,854 13,642
Net cash provided by operating activities 26,344 4,747 9,179
Investing Activities
Investment in subsidiaries - (9,181) (75,000)
Proceeds from sales of investments 907 283 (1,103)
Sale of Texas Bank - - 56,225
Net cash used by investing activities 907 (8,898) (19,878)
Financing Activities
Issuance of debt 13,119 6,250
Payments on debt (24,298) (13,275) (9,475)
Purchase of treasury stock (2,414) - -
Dividends paid (18,757) (4,109) (3,785)
Issuance of Common Stock 4,636 3,572 79,051
Net cash provided (used)
by financing activities (40,833) (693) 72,041
Increase (decrease) in cash (13,582) (4,844) 61,342
Cash at beginning of year 59,469 64,313 2,971
Cash at end of year $45,887 $59,469 $64,313
</TABLE>
Note 19
Financial Instruments
and Derivative Financial Instruments
Generally accepted accounting principles require disclosure of fair
value information about financial instruments for which it is practicable
to estimate fair value, whether or not the financial instruments are
recognized in the financial statements. When quoted market prices are not
available, fair values are based on estimates using present value or other
valuation techniques. Those techniques are significantly affected by the
assumptions used, including the discount rate and estimates of future cash
flows. The derived fair value estimates cannot be substantiated through
comparison to independent markets and, in many cases, could not be realized
in immediate settlement of the instrument. Certain financial instruments
and all non-financial instruments are excluded from these disclosure
requirements. Further, the disclosures do not include estimated fair values
for items which are not financial instruments but which represent
significant value to the Company, among them, core deposit intangibles,
loan servicing rights, trust operations and other fee-generating
businesses. Accordingly, the aggregate fair value amounts presented do not
represent the underlying value of the Company.
The carrying amount of cash and short-term investments, demand
deposits and short-term borrowings approximates the estimated fair value of
these financial instruments. The estimated fair value of securities,
interest rate swaps and other off-balance-sheet instruments is based on
quoted market prices, dealer quotes and prices obtained from independent
pricing services. The estimated fair value of loans and interest-bearing
deposits is based on present values using applicable risk-adjusted spreads
to the appropriate yield curve to approximate current interest rates
applicable to each category of these financial instruments.
Interest rates were not adjusted for changes in credit risk of
performing commercial loans for which there are no known credit concerns.
Management segregates loans into appropriate risk categories and believes
the risk factor embedded in the interest rates results in a fair valuation
of these loans on an entry-value basis.
Variances between the carrying amount and the estimated fair value of
loans reflect both credit risk and interest rate risk. The Company is
protected against changes in credit risk by the reserve for possible loan
losses of $148,596,000.
The fair value estimates presented are based on information available
to management as of December 31, 1994 and 1993. Although management is not
aware of any factors that would significantly affect the estimated fair
value amounts, these amounts have not been revalued for purposes of these
financial statements since that date. Therefore, current estimates of fair
value may differ significantly from the amounts presented. None of the
assets or liabilities included in the table below are held for trading
purposes.
<TABLE>
<CAPTION>
($ in thousands) December 31, 1994 December 31, 1993
Carrying Fair Carrying Fair
Amount Value Amount Value
<S> <C> <C> <C> <C>
Assets
Cash and short-term investments $538,893 $538,893 $556,109 $556,109
Securities available for sale $537,415 $537,415 $652,708 $652,708
Securities held to maturity $1,736,917 $1,668,429 $1,921,201 $1,953,099
Commercial loans $1,884,769 $1,865,880 $1,727,394 $1,734,124
Consumer loans $1,490,922 $1,466,406 $1,215,417 $1,226,199
Liabilities
Demand deposits $1,063,365 $1,063,365 $1,036,182 $1,036,182
Interest-bearing deposits $4,443,390 $4,427,737 $4,302,278 $4,288,736
Short-term borrowings $158,869 $158,869 $155,791 $155,791
Debt $5,650 $5,074 $30,194 $39,227
</TABLE>
The Company issues financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its
customers and to reduce exposure to fluctuations in interest rates. These
financial instruments include commitments to extend credit, letters of
credit, standby letters of credit and interest rate contracts and involve,
to varying degrees, elements of credit and interest rate risk in excess of
the amount recognized on the balance sheet.
Commitments to extend credit are legally binding, conditional
agreements generally having fixed expiration or termination dates and
specified interest rates and purposes. These commitments generally require
customers to maintain certain credit standards. Collateral requirements and
loan-to-value ratios are the same as those for funded transactions and are
established based on management's credit assessment of the customer.
Commitments may expire without being drawn upon. Therefore, the total
commitment amount does not necessarily represent future funding
requirements.
<TABLE>
<CAPTION>
Letters of credit
Commitments to and financial
($ in thousands) extend credit guarantees
<S> <C> <C>
December 31, 1994:
Contract Amount $880,325 $85,502
Fair Value ($8,495) ($622)
December 31, 1993:
Contract Amount $588,171 $106,370
Fair Value ($5,593) ($779)
</TABLE>
The Company issues letters of credit and financial guarantees (standby
letters of credit) whereby it agrees to honor certain financial commitments
in the event its customers are unable to perform. The majority of the
standby letters of credit consist of performance guarantees. Management
conducts regular reviews of all outstanding standby letters of credit, and
the results of these reviews are considered in assessing the adequacy of
the Company's reserve for possible loan losses. Management does not
anticipate any material losses related to these instruments.
The Company maintains trading positions in a variety of derivative
financial instruments. These trading activities are customer-oriented and,
when possible, matched trading positions are established to minimize risk
to the Company. However, to meet the needs of customers, the Company also
serves as the counterparty for certain smaller transactions.
The credit exposure that results from interest rate contracts held for
trading purposes is limited to the current fair value of assets, which at
December 31, 1994 was $1,149,000. The Company manages the potential credit
exposure through evaluation of the counterparty credit standing, collateral
agreements and other contract provisions. The potential credit exposure
from future market movements is estimated by using a statistical model that
takes into consideration possible changes in interest rates over time.
The amounts disclosed in the table below represent the end-of-period
fair values of derivative financial instruments held or issued for trading
purposes and the average aggregate fair values of those instruments during
the year.
The table below includes an interest rate swap agreement, which
matures in 1996, with a notional amount of $74,000,000 as of December 31,
1994 and 1993. The Company was a guarantor of this agreement, which was
executed by one of the Company's customers, and the Company's exposure to
loss is limited to the difference between the interest payments the
customer is obligated to pay and those it is entitled to receive.
Net trading gains recognized in earnings on interest rate contracts
outstanding were immaterial for all years presented.
<TABLE>
<CAPTION>
($ in thousands) Notional Value Fair Value Average Fair Value
December 31 December 31 Year ended December 31
1994 1993 1994 1993 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Interest Rate Swaps
Assets $7,717 $7,054 $320 $596 $434 $784
Liabilities $80,327 $78,356 ($2,511) ($7,332) ($4,152) ($8,557)
Options, caps and floors held $134,100 $2,329 $829 $1 $806 $6
Options, caps and floors written $135,681 $2,646 ($878) ($1) ($843) ($7)
</TABLE>
The Company also enters into interest rate swap agreements in order to
manage interest rate exposure. Interest rate swap agreements involve the
risk of dealing with counterparties and their ability to meet contractual
terms. These counterparties must receive appropriate credit approval before
the Company enters into a rate swap agreement. Notional principal amounts
express the volume of these transactions, although the amounts potentially
subject to credit and market risk are much smaller.
Interest rate swaps with a notional value of $15,000,000 at December
31, 1994, 1993 and 1992 were entered into as a hedge against longer-term
deposits of the same maturity, exchanging a fixed rate of interest for a
floating rate. The differential to be paid or received is accrued as
interest rates change and is recognized as an adjustment to interest
expense on deposits. The related amount payable to or receivable from
counterparties is included in other liabilities or other assets. These
interest rate swaps mature in November 1995. The fair values of these swap
agreements of $143,000 and $1,087,000 at December 31, 1994 and 1993,
respectively, are not recognized in the consolidated financial statements.
Note 20
Regulatory Matters
and Dividend Restrictions
Under current Federal Reserve Bank (FRB) regulations, the Bank may
lend the Parent Company up to 10% of the Bank's capital and surplus. Based
on this limitation, approximately $31,825,000 was available for loans to
the Parent Company at December 31, 1994.
The payment of dividends by the Bank to the Parent Company is
restricted by various regulatory and statutory limitations. In 1995, the
Bank will have available to pay dividends to the Parent Company, without
approval of the Office of the Comptroller of the Currency, approximately
$123,062,000, plus net retained profits earned in 1995 prior to the
dividend declaration date.
Banks are required to maintain noninterest-bearing balances with the
FRB to meet reserve requirements. Average noninterest-bearing balances with
the FRB were $35,345,000 in 1994 and $46,009,000 in 1993.
Note 21
Contingencies
The Parent Company and the Bank were named defendants in a shareholder
class-action suit which alleged that, during the period March 19, 1990 to
July 30, 1991, the market value of the Company's common stock was
artificially inflated due to false and misleading news releases and public
statements and the failure to disclose material facts. During the first
quarter of 1995, the parties to the class-action litigation entered into a
settlement agreement which is subject to final court approval. Insurance
coverage and previously established reserves will cover the costs of the
settlement.
In addition, the Company is a party to certain legal proceedings
arising from matters incidental to its business. Management and counsel are
of the opinion that these actions will not have a material effect on the
financial condition or results of operations of the Company.
<PAGE>
SUBSIDIARIES OF HIBERNIA CORPORATION
State or Other Jurisdiction of
Name of Subsidiary Incorporation or Organization
Hibernia National Bank United States
EFENJAY Premier, Inc. (1) Louisiana
First Agricultural Credit Louisiana
Corporation (1)
Guaranty Realty Corporation (1) Louisiana
Guaranty Properties, Inc. (2) Louisiana
HNBDUS, Inc.(1) Louisiana
HCC Advertising Agency, Inc. (1) Louisiana
HRE Corporation (1) Louisiana
Hibernia Investment Securities Louisiana
Inc. (1)
Hibernia Leasing Corporation (1) Louisiana
LBT Mortgage Corporation (1) Louisiana
Pioneer Mortgage Company (1) Louisiana
SWOT Limited II (1) Louisiana
Tower Insurance Agency, Inc. (1) Louisiana
Zachary Taylor Life Insurance
Company, Inc. Louisiana
____________
(1) Subsidiary of Hibernia National Bank
(2) Subsidiary of Guaranty Realty Corporation
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in this Annual Report
(Form 10-K) of Hibernia Corporation of our report dated January 9,
1995, included in the 1994 Annual Report to Shareholders of
Hibernia Corporation.
We also consent to the incorporation by reference in the following
Hibernia Corporation Registration Statements
Form S-3 No. 33-26553 (dated February 21, 1989)
Form S-8 No. 2-81353 (dated February 23, 1989)
Form S-8 No. 33-26871 (dated February 23, 1989)
Form S-3 No. 33-37701 (dated January 31, 1991)
Form S-8 No. 2-96194 (dated April 8, 1991)
Form S-3 No. 33-53108 (dated December 28, 1992)
Form S-3 No. 33-55844 (dated December 28, 1992)
Form S-4 No. 33-57055 (dated December 29, 1994)
Form S-4 No. 33-57771 (dated March 1, 1995)
of our report dated January 9, 1995, with respect to the
consolidated financial statements of Hibernia Corporation
incorporated by reference in this Annual Report (Form 10-K) for the
year ended December 31, 1994.
s/ERNST & YOUNG LLP
New Orleans, Louisiana
March 30, 1995
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
s/W. JAMES AMOSS, JR.
W. James Amoss, Jr.
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Chairman and
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert H. Boh,
Patricia C. Meringer, Gary L. Ryan, 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 with the
Securities and Exchange Commission (or any other governmental or regulatory
authority), the Annual Report of the Corporation on Form 10-K (or other
appropriate form) for the fiscal year ended December 31, 1994, and any and
all amendments thereto, with any and all exhibits and any and all 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
13th day of December, 1994.
S/ROBERT H. BOH
Robert H. Boh
Chairman and Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
J. HERBERT BOYDSTUN
J. Herbert Boydstun
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/J. TERRELL BROWN
J. Terrell Brown
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/E.R. "BO" CAMPBELL
E. R. "Bo" Campbell
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/BROOKE H. DUNCAN
Brooke H. Duncan
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/RICHARD W. FREEMAN, JR.
Richard W. Freeman, Jr.
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/ROBERT L. GOODWIN
Robert L. Goodwin
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned President, Chief
Executive Officer and director of Hibernia Corporation, a Louisiana
corporation (the "Corporation"), does hereby name, constitute and appoint
Robert H. Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange Commission (or any other governmental
or regulatory authority), the Annual Report of the Corporation on Form 10-K
(or other appropriate form) for the fiscal year ended December 31, 1994, and
any and all amendments thereto, with any and all exhibits and any and all
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
13th day of December, 1994.
S/STEPHEN A. HANSEL
Stephen A. Hansel
President, Chief Executive Officer
and Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/DICK H. HEARIN
Dick H. Hearin
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
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 H. Boh,
Patricia C. Meringer, Gary L. Ryan, 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 with the
Securities and Exchange Commission (or any other governmental or regulatory
authority), the Annual Report of the Corporation on Form 10-K (or other
appropriate form) for the fiscal year ended December 31, 1994, and any and
all amendments thereto, with any and all exhibits and any and all 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
13th day of December, 1994.
S/HUGH J. KELLY
Hugh J. Kelly
Vice Chairman and Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/ELTON R. KING
Elton R. King
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/JOHN P. LABORDE
John P. Laborde
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/SIDNEY W. LASSEN
Sidney W. Lassen
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Vice Chairman and
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert H. Boh,
Patricia C. Meringer, Gary L. Ryan, 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 with the
Securities and Exchange Commission (or any other governmental or regulatory
authority), the Annual Report of the Corporation on Form 10-K (or other
appropriate form) for the fiscal year ended December 31, 1994, and any and
all amendments thereto, with any and all exhibits and any and all 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
13th day of December, 1994.
S/DONALD J. NALTY
Donald J. Nalty
Vice Chairman and Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/ROBERT T. RATCLIFF
Robert T. Ratcliff
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/H. DUKE SHACKELFORD
H. Duke Shackelford
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/JAMES H. STONE
James H. Stone
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/VIRGINIA EASON WEINMANN
Virginia Eason Weinmann
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/ERNEST L. WILLIAMSON
Ernest L. Williamson
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/ROBERT E. ZETMANN
Robert E. Zetzmann
Director
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Controller of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert H. Boh, Patricia C. Meringer, Gary
L. Ryan, 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 with the Securities and Exchange Commission
(or any other governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal year
ended December 31, 1994, and any and all amendments thereto, with any and all
exhibits and any and all 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
13th day of December, 1994.
S/RON E. SAMFORD, JR.
Ron E. Samford, Jr.
Controller
HIBERNIA CORPORATION
<PAGE>
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Treasurer and Chief
Financial Officer of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert H. Boh,
Patricia C. Meringer, Gary L. Ryan, 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 with the
Securities and Exchange Commission (or any other governmental or regulatory
authority), the Annual Report of the Corporation on Form 10-K (or other
appropriate form) for the fiscal year ended December 31, 1994, and any and
all amendments thereto, with any and all exhibits and any and all 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
13th day of December, 1994.
S/ROBERT W. CLOSE
Robert W. Close
Treasurer and Chief Financial Officer
HIBERNIA CORPORATION
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<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<CASH> 353,267
<INT-BEARING-DEPOSITS> 191
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<TRADING-ASSETS> 0
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<INVESTMENTS-CARRYING> 1,736,917
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0
0
<OTHER-SE> 347,341
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<INTEREST-LOAN> 267,156
<INTEREST-INVEST> 140,612
<INTEREST-OTHER> 6,611
<INTEREST-TOTAL> 414,379
<INTEREST-DEPOSIT> 146,499
<INTEREST-EXPENSE> 154,276
<INTEREST-INCOME-NET> 260,103
<LOAN-LOSSES> (17,231)
<SECURITIES-GAINS> (3,906)
<EXPENSE-OTHER> 271,170
<INCOME-PRETAX> 87,961
<INCOME-PRE-EXTRAORDINARY> 87,961
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 84,651
<EPS-PRIMARY> .78
<EPS-DILUTED> .78
<YIELD-ACTUAL> 7.20
<LOANS-NON> 13,404
<LOANS-PAST> 3,723
<LOANS-TROUBLED> 6,024
<LOANS-PROBLEM> 12,000
<ALLOWANCE-OPEN> 172,535
<CHARGE-OFFS> 23,923
<RECOVERIES> 17,215
<ALLOWANCE-CLOSE> 148,596
<ALLOWANCE-DOMESTIC> 148,596
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<ALLOWANCE-UNALLOCATED> 36,700
</TABLE>
