As Filed with the Securities and Exchange Commission on October 18,
1995.
REGISTRATION NO. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________
HIBERNIA CORPORATION
(Exact Name of Registrant as Specified in its charter)
Louisiana 6711 72-0724532
(State or (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification
Incorporation or Classification Number)
Organization)
313 Carondelet Street
New Orleans, Louisiana 70130
(504) 533-5332
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
_____________________________
Gary L. Ryan
Associate Counsel
Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130
(504) 533-5560
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code of Agent for Service)
COPIES TO:
Virginia Boulet
Phelps Dunbar, L.L.P.
Counsellors at Law
Texaco Center
400 Poydras Street
New Orleans, Louisiana 70130-3245
(504) 566-1311
Jeffrey C. Gerrish, Esq.
Gerrish & McCreary, P. C.
700 Colonial Road, Suite 200
Memphis, Tennessee 38117
(615) 251-0900
____________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO
THE PUBLIC:
As soon as practicable after this registration statement is
declared effective.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the following
box. ______
/_____/
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Title of each Amount to be Proposed Proposed Amount of
class of Registered Maximum Maximum Registration
securities to Offering Aggregate Fee (1)
be registered Price per Offering
Share (1) Price (1)
_________________________________________________________________
Class A
Common Stock,
no par value 889,640 $6.41 $5,706,560 $1,968.00
shares
_________________________________________________________________
(1) Based upon a book value of the securities to be exchanged as
of June 30, 1995 of $5,706,560 pursuant to Rule 457(f)(2) of
the Securities Act of 1933 (the "Securities Act").
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
HIBERNIA CORPORATION
Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K
Item of Form S-4 Location or Caption in
Proxy Statement
(Prospectus)
1. Forepart of Registration Statement Introduction
and Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Table of Contents;
Cover Pages of Prospectus Available Information
3. Risk Factors, Ratio of Earnings Introduction; The
To Fixed Charges and Other Parties to the Merger;
Information Summary;
Certain Regulatory
Considerations
4. Terms of the Transaction Introduction; Summary;
Proposed Merger
5. Pro Forma Financial Pro Forma Financial
Information Information
6. Material Contacts with the Proposed Merger
Company Being Acquired
7. Additional Information Required Not Applicable
for Reoffering by Persons and
Parties Deemed to be Underwriters
8. Interests of Named Experts and Validity of Shares;
Counsel Experts; Relationship
with Independent
Auditors
9. Disclosure of Commission Position Not Applicable
on Indemnification for Securities
Act Liabilities
10. Information with Respect to Introduction; Available
S-3 Registrants Information; The
Parties to the Merger
11. Incorporation of Certain Available Information
Information by Reference
12. Information with Respect to Not Applicable
S-2 or S-3 Registrants
13. Incorporation of Certain Not Applicable
Information by Reference
14. Information with Respect to Not Applicable
Registrants other than
S-2 or S-3 Registrants
15. Information with Respect to Not Applicable
S-3 Companies
16. Information with Respect to Not Applicable
S-2 or S-3 Companies
17. Information with Respect to Summary; The Parties to
Companies Other Than S-2 or the Merger; Certain
S-3 Companies Information Relating to
FNB; FNB Consolidated
Financial Information;
Management's Discussion
and Analysis of Financial
Condition and Results of
Operations of FNB
18. Information if Proxies, Introduction; Summary;
Consents or Authorizations Meeting Information;
are to be Solicited Proposed Merger; Certain
Information Relating to
FNB; Relationship with
Independent Auditors
19. Information if Proxies, Not Applicable
Consent, Authorizations are not
to be Solicited or in an Exchange
Offer
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
FNB BANCSHARES, INC.
November 27, 1995
NOTICE IS HEREBY GIVEN that, pursuant to the call of the
directors of FNB Bancshares, Inc. ("FNB"), a Special Meeting of the
shareholders of FNB will be held at the main office of FNB
Bancshares, Inc., 216 Lake Street, Lake Providence, Louisiana 71254
on November 27, 1995, at 10:00 a.m., for the purpose of considering
and voting upon the following matters:
1. A proposal to approve a Merger of FNB with and into
Hibernia Corporation ("Hibernia") (the "Merger"), and the
related Agreement and Plan of Merger between FNB and
Hibernia dated as of June 15, 1995 (the "Agreement"), a
copy of which is attached as Appendix A to the
accompanying Proxy Statement-Prospectus and incorporated
herein by this reference, and which Agreement also
provides for the merger of The First National Bank of
Lake Providence (the "Bank"), a national banking
association and wholly-owned subsidiary of FNB, with and
into Hibernia National Bank ("HNB") (the "Bank Merger").
2. The transaction of such other business as may properly
come before the meeting and any adjournments or
postponements thereof.
The Board of Directors has fixed the close of business on
October 16, 1995 as the record date for determining the
shareholders entitled to receive notice of, and to vote at, the
Special Meeting.
Each share of common stock, par value $20.00 per share, of FNB
(the "FNB Common Stock") will entitle the holder thereof to one
vote on all matters that come before the Special Meeting. Approval
of the Merger will require the affirmative vote of two-thirds of
the voting power of FNB present or represented by proxy at the
Special Meeting.
Dissenting shareholders who comply with the procedural
requirements of the Business Corporation Law of Louisiana will be
entitled to receive payment of the fair cash value of their shares
if the Merger is effected upon approval by less than eighty percent
(80%) of FNB's total voting power.
Whether you intend to attend the Special Meeting, and
regardless of the number of shares you own, your vote is important.
Please take a moment to complete, date and sign the enclosed proxy
card. Your proxy may be revoked by notice to the Secretary of FNB
or by executing and delivering a later dated proxy to the Secretary
prior to the Special Meeting.
By Order of the Board of Directors,
Sharon E. Knight
Secretary
SHAREHOLDERS ARE URGED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY
AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER YOU PLAN TO ATTEND
THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY THEN
REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT-PROSPECTUS.
FNB BANCSHARES, INC.
PROXY
This Proxy is Solicited on Behalf of
The Board of Directors of FNB Bancshares, Inc.
The undersigned shareholder of FNB Bancshares, Inc., a
Louisiana corporation, hereby appoints Frederick H. Schneider, III
and James J. Schneider, or either of them, proxies with power of
substitution to vote and act for the undersigned, as designated
below, with respect to the number of shares of the Common Stock of
FNB Bancshares, Inc. ("FNB") the undersigned would be entitled to
vote if personally present at the Special Meeting of Shareholders
of FNB, which will be held at the office of FNB Bancshares, Inc.,
216 Lake Street, Lake Providence, Louisiana 71254 on November 27,
1995, at 10:00 a.m. (the "Special Meeting"), and at any
adjournments or postponements thereof, and, at their discretion,
the proxies are authorized to vote upon such other business as may
properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED
HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS SPECIFIED WHEN THE
DULY EXECUTED PROXY IS RETURNED, SUCH SHARES WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS OF
FNB.
The Board of Directors of FNB recommends that you vote FOR
approval of the Merger of FNB with and into Hibernia Corporation.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
PLEASE MARK YOUR CHOICE LIKE
THIS ___ IN BLUE OR BLACK INK/
/___/
___________________
Common Stock
Item 1 Approval of Merger of FNB with and into Hibernia
Corporation and the related Agreement and Plan of Merger
between FNB Bancshares and Hibernia Corporation dated
June 15, 1995
For Against Abstain
___ ___ ___
/___/ /___/ /___/
The undersigned hereby acknowledges receipt of a copy of the
accompanying Notice of Special Meeting of Shareholders and Proxy
Statement and hereby revokes any proxy or proxies heretofore given.
Date_______________________________
Signature__________________________
Please mark, date and sign as your account name appears and return
in the enclosed envelope. If acting as executor, administrator,
trustee, guardian, or in a similar capacity, you should so indicate
when signing. If the person signing is a corporation, partnership
or other entity, please sign the full name of the corporation or
partnership or other entity by a duly authorized officer, partner
or other person. If the shares are held jointly, each shareholder
named should sign.
PROXY STATEMENT
FNB BANCSHARES, INC.
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on November 27, 1995
PROSPECTUS
HIBERNIA CORPORATION
889,640 SHARES OF
CLASS A COMMON STOCK
(NO PAR VALUE)
This Proxy Statement-Prospectus is being furnished to the
holders of common stock, par value $20.00 per share (the "FNB
Common Stock"), of FNB Bancshares, Inc. ("FNB") in connection with
the solicitation of proxies by the Board of Directors of FNB for
use at a special meeting of shareholders (the "Special Meeting") to
be held at 10:00 a.m., local time, on November 27, 1995, at the
office of FNB, 216 Lake Street, Lake Providence, Louisiana 71254,
and at any adjournments or postponements thereof.
At the Special Meeting, the holders of record of FNB
Common Stock as of the close of business on October 16, 1995 (the
"Record Date") will consider and vote upon a proposal to approve
the merger of FNB with and into Hibernia Corporation ("Hibernia")
(the "Merger"), and the related Agreement and Plan of Merger dated
June 15, 1995 (the "Agreement") between FNB and Hibernia pursuant
to which, immediately following the merger of FNB into Hibernia,
The First National Bank of Lake Providence (the "Bank") will also
merge with and into Hibernia National Bank ("HNB") (the "Bank
Merger"). Upon consummation of the Merger, each outstanding share
of FNB Common Stock, except for shares owned beneficially by
Hibernia and its subsidiaries and shares as to which dissenters'
rights have been perfected and not withdrawn or otherwise
forfeited, will be converted into 92 shares of Hibernia's Class A
Common Stock, no par value (the "Hibernia Common Stock") with cash
being paid in lieu of any fractional share interests. For a
description of the Agreement, which is included in its entirety as
Appendix A to this Proxy Statement-Prospectus, see "PROPOSED
MERGER."
This Proxy Statement-Prospectus also constitutes a
prospectus of Hibernia with respect to the 889,640 shares of
Hibernia Common Stock to be issued pursuant to the Agreement if the
Merger is consummated. See "PROPOSED MERGER -- Terms of the
Merger."
The outstanding shares of Hibernia Common Stock are
listed on the New York Stock Exchange, Inc. (the "NYSE"). The
reported last sale price of Hibernia Common Stock on the NYSE
Composite Transactions Reporting System on October __, 1995 was
$______ per share.
This Proxy Statement-Prospectus and the accompanying
proxy card are first being mailed to shareholders of FNB on or
about October __, 1995.
No person is authorized to give any information or to make any
representations other than those contained in this Proxy Statement-
Prospectus, and, if given or made, such information or
representation may not be relied upon as having been made by
Hibernia or FNB. This Proxy Statement-Prospectus does not
constitute an offer to sell or solicitation of an offer to buy by
Hibernia, nor will there be any sale of Hibernia Common Stock
offered hereby, in any state in which, or to any person to whom, it
would be unlawful to make such an offer or solicitation prior to
registration or qualification under applicable state law.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROXY STATEMENT-PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF HIBERNIA COMMON STOCK OFFERED HEREBY ARE
NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR
SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
The date of this Proxy Statement-Prospectus is October __, 1995.
TABLE OF CONTENTS
Page
INTRODUCTION . . . . . . . . . . . . . . . . . . . . .
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . .
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . .
THE PARTIES TO THE MERGER. . . . . . . . . . . . . . .
SUMMARY. . . . . . . . . . . . . . . . . . . . . . . .
MEETING INFORMATION. . . . . . . . . . . . . . . . . .
Date, Place and Time . . . . . . . . . . . . . .
Record Date; Voting Rights . . . . . . . . . . .
Voting and Revocation of Proxies. . . . . . . . .
Solicitation of Proxies . . . . . . . . . . . . .
PRO FORMA FINANCIAL INFORMATION. . . . . . . . . . . .
PROPOSED MERGER. . . . . . . . . . . . . . . . . . . .
Background of and Reasons for Merger. . . . . . .
Terms of the Merger . . . . . . . . . . . . . . .
Opinion of Financial Advisor . . . . . . . . . .
Surrender of Certificates . . . . . . . . . . . .
Representations and Warranties:
Conditions to the Merger; Waiver. . . . . . . .
Regulatory and Other Approvals. . . . . . . . . .
Business Pending the Merger . . . . . . . . . . .
Effective Date of the Merger; Termination . . . .
Management and Operations After the Merger. . . .
Certain Differences in Rights of Shareholders . .
Material Tax Consequences . . . . . . . . . . . .
Resale of Hibernia Common Stock . . . . . . . . .
Rights of Dissenting Shareholders . . . . . . . .
Dividend Reinvestment Plan. . . . . . . . . . . .
Accounting Treatment. . . . . . . . . . . . . . .
CERTAIN REGULATORY CONSIDERATIONS . . . . . . . . . .
CERTAIN INFORMATION RELATING TO FNB . . . . . . . . .
Description of Business . . . . . . . . . . . . .
Ownership of FNB Common Stock
and Dividends . . . . . . . . . . . . . . . . .
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OF FNB . . . . .
RELATIONSHIP WITH INDEPENDENT AUDITORS . . . . . . . .
VALIDITY OF SHARES . . . . . . . . . . . . . . . . . .
EXPERTS . . . . . . . . . . . . . . . . . . . . . . .
FNB CONSOLIDATED FINANCIAL INFORMATION . . . . . . . .
APPENDIX A -- AGREEMENT AND PLAN OF MERGER
APPENDIX B -- OPINION OF SOUTHARD FINANCIAL
APPENDIX C -- SELECTED PROVISIONS OF LOUISIANA LAW RELATING
TO RIGHTS OF DISSENTING SHAREHOLDERS
APPENDIX D -- OPINION OF ERNST & YOUNG LLP REGARDING CERTAIN
TAX MATTERS
INTRODUCTION
This Registration Statement relates to 889,640 shares of Class
A Common Stock, no par value of Hibernia Corporation, a Louisiana
corporation, which will be issued in connection with the Merger of
FNB Bancshares, Inc., a Louisiana corporation, with and into
Hibernia. The shares of Hibernia Common Stock offered hereby will
be exchanged, upon consummation of the Merger, for the outstanding
shares of common stock, $20.00 par value, of FNB (the "FNB Common
Stock").
Shareholders of FNB will be asked to approve the Merger at a
Special Meeting to be held on November 27, 1995. The proxy
statement relating to such Special Meeting is included in this
Proxy Statement-Prospectus.
The terms of the Merger are described in this Proxy Statement-
Prospectus, and a copy of the Agreement and Plan of Merger between
Hibernia and FNB is attached hereto as Appendix A for reference.
AVAILABLE INFORMATION
Hibernia Corporation is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the
public reference facilities of the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices located at 75 Park Place, 14th Floor, New York,
New York 10007 and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, reports, proxy statements and other
information concerning Hibernia may be inspected at the offices of
the New York Stock Exchange, Inc. (the "NYSE"), 20 Broad Street,
New York, New York 10005, on which the shares of Common Stock are
listed.
Hibernia has filed with the Commission a registration
statement on Form S-4 (together with all amendments and exhibits
thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act") with respect to the Common
Stock offered hereby. This Proxy Statement-Prospectus does not
contain all of the information set forth in the Registration
Statement. For further information with respect to Hibernia and
the Hibernia Common Stock offered hereby, reference is hereby made
to the Registration Statement. Statements contained in this
Prospectus concerning the provisions of certain documents are not
necessarily complete and, in each instance, reference is made to
the copy of the document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by
such reference. Copies of all or any part of the Registration
Statement, including exhibits thereto, may be obtained, upon
payment of the prescribed fees, at the offices of the Commission
and the NYSE, as set forth above.
All information contained in this Proxy Statement-Prospectus
relating to Hibernia and its subsidiaries has been supplied by
Hibernia, and all information relating to FNB and its subsidiaries
has been supplied by FNB.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated by reference in this Prospectus are the following
documents filed by Hibernia Corporation with the Commission
pursuant to the Exchange Act: Hibernia's (1) Annual Report on Form
10-K for the year ended December 31, 1994, (2) definitive Proxy
Statement dated March 17, 1995 relating to its 1995 Annual Meeting
of Shareholders held on April 18, 1995 except for the information
contained therein under the headings "Executive Compensation --
Report of the Executive Compensation Committee" and "-- Stock
Performance Graph", which are expressly excluded from incorporation
in this Registration Statement, (3) Quarterly Reports on Form 10-Q
for the fiscal quarters ended March 31, 1995 and June 30, 1995, and
(4) Current Report on Form 8-K dated October 6, 1995 and October
12, 1995.
All documents subsequently filed by Hibernia with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the
termination of the offering of Common Stock made hereby shall be
deemed to be incorporated by reference in this Prospectus and to be
a part hereof from the date such documents are filed, except that
any and all information included in any proxy statement filed by
Hibernia under the headings "Executive Compensation -- Report of
the Executive Compensation Committee" and "-- Stock Performance
Graph" are hereby expressly excluded from such incorporation by
reference. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Hibernia will provide, without charge, to each person to whom
this Prospectus is delivered, on the written or oral request of any
such person, a copy of any or all of the information incorporated
herein by reference other than exhibits to such information (unless
such exhibits are specifically incorporated by reference into such
information). Written or oral requests should be directed to
Hibernia Corporation, 313 Carondelet Street, New Orleans, Louisiana
70130, Attention: Assistant Corporate Secretary, Telephone (504)
533-3411.
THE PARTIES TO THE MERGER
Hibernia. Hibernia is a Louisiana corporation registered
under the Bank Holding Company Act of 1956, as amended ("BHCA").
As of June 30, 1995, Hibernia had total consolidated assets of
approximately $6.7 billion and shareholders' equity of
approximately $624 million. As of June 30, 1995, Hibernia was
ranked, on the basis of total assets, as the 81st largest bank
holding company in the United States and the second largest
headquartered in Louisiana.
Hibernia has a single banking subsidiary, Hibernia National
Bank ("HNB"), that provides retail and commercial banking services
through approximately 160 branches throughout Louisiana. As of
June 30, 1995, HNB was the largest bank headquartered in Louisiana.
Hibernia consummated one merger in each of the first two quarters
of 1995 (one as of March 1, and one as of May 1, 1995) and two
mergers in the third quarter of 1995 (each as of July 1), each of
which was accounted for as a pooling of interests. Restated
supplemental consolidated financial statements of Hibernia
reflecting the impact of these mergers were included in a Current
Report on Form 8-K filed with the Securities and Exchange
Commission on October 12, 1995 and are incorporated herein by
reference. As restated to reflect those mergers, Hibernia's total
assets and shareholders' equity as of December 31, 1994 were $6.8
billion and $592 million, respectively.
Hibernia has publicly announced its plan to acquire Bunkie Bank &
Trust Company, which at June 30, 1995 had total assets of $109.0 million,
total deposits of $99.3 million and $9.2 million of shareholders
equity.
The principal executive offices of Hibernia are located at 313
Carondelet Street, New Orleans, Louisiana 70130, and its telephone
number is (504) 533-5532. For additional information concerning
the business and financial condition of Hibernia, reference should
be made to the Hibernia reports incorporated herein by reference.
See "AVAILABLE INFORMATION."
Selected Financial Data. The closing market price per share
of Hibernia Common Stock on the NYSE on June 14, 1995, the day
prior to the announcement of the proposed Merger was $8.875. There
can be no assurance of the market price of Hibernia Common Stock on
the Closing Date.
<PAGE>
SELECTED FINANCIAL INFORMATION ABOUT HIBERNIA
(Unaudited)
The following table sets forth certain consolidated financial
information for Hibernia. The historical information is based on
the historical financial statements and related notes of Hibernia
contained in (i) its Annual Report on Form 10-K for the year ended
December 31, 1994, after giving retroactive effect to the mergers with
American Bank, consummated on March 1, 1995 and STABA Bancshares, Inc.
consummated on May 1, 1995, both of which were accounted for as
poolings of interests and (ii) its quarterly report on Form 10-Q
for June 30, 1995. The restated year-end information is derived
from the supplemental restated consolidated financial statements of
Hibernia Corporation contained in Hibernia's Current Report on Form
8-K dated October 12, 1995, which give effect to the four mergers
consummated in 1995, as discussed in Notes A and B to the pro forma
combined financial statements. The restated June 30 information
reflects the impact of the mergers with Bank of St. John and
Progressive Bancorporation, Inc., both of which were consummated on
July 1, 1995 and accounted for as poolings of interests. The
mergers with Bank of St. John and Progressive are not reflected
in the June 30 historical financial information since the transactions
were consummated subsequent to June 30, 1995.
<PAGE>
HISTORICAL HIBERNIA CORPORATION (1)
SELECTED FINANCIAL INFORMATION
<TABLE>
Year Ended December 31 6 Months Ended June 30
Unaudited ($ in thousands, except per share amounts) 1994 1993 1992 1991 1990 1995 1994
<S> <C> <C> <C> <C> <C> <C> <C>
Net interest income $269,595 $265,772 $264,950 $287,859 $304,928 $138,825 $133,169
Income (loss) from continuing operations 87,971 63,525 4,028 (138,287) (16,944) 55,261 43,804
Per share:
Income (loss) from continuing operations 0.78 0.57 0.07 (2.42) (0.30) 0.49 0.39
Cash dividends 0.19 0.03 - 0.15 0.90 0.12 0.08
Book value 5.07 4.78 4.11 4.59 7.48 5.60 4.89
SELECTED PERIOD-END BALANCES
Debt 5,650 30,194 32,587 134,809 146,784 4,748 24,446
Total assets 6,516,411 6,412,895 6,280,371 7,517,779 8,783,541 6,736,779 6,432,421
(1) Refer to "PRO FORMA FINANCIAL INFORMATION".
</TABLE>
RESTATED HIBERNIA CORPORATION (2)
SELECTED FINANCIAL INFORMATION
<TABLE>
Year Ended December 31 6 Months Ended June 30
Unaudited ($ in thousands, except per share amounts) 1994 1993 1992 1991 1990 1995 1994
<S> <C> <C> <C> <C> <C> <C> <C>
Net interest income $283,212 $278,322 $275,682 $295,598 $311,481 $145,464 $139,487
Income (loss) from continuing operations 95,617 66,846 7,442 (136,726) (15,766) 55,546 45,872
Per share:
Income (loss) from continuing operations 0.81 0.57 0.12 (2.17) (0.25) 0.47 0.39
Cash dividends 0.19 0.03 - 0.15 0.90 0.12 0.08
Book value 4.98 4.66 4.03 4.25 6.85 5.50 4.80
SELECTED PERIOD-END BALANCES
Debt 11,846 38,698 37,568 141,339 429,221 9,570 28,350
Total assets 6,779,343 6,653,356 6,519,475 7,732,627 8,986,869 7,000,079 6,681,337
(2) Refer to "PRO FORMA FINANCIAL INFORMATION".
</TABLE>
FNB. FNB is a Louisiana corporation registered under the BHCA. As of
of June 30, 1995, FNB had total consolidated assets of $53 million
and shareholders' equity of $5.7 million. FNB's banking subsidiary
is The First National Bank of Lake Providence, a national banking
association having two offices in East Carroll and West Carroll
parishes. The Bank engages in retail and commercial banking
services, including taking deposits and extending secured and
unsecured credit.
The principal offices of FNB are located at 216 Lake Street,
Lake Providence, Louisiana 71254, and its telephone number is (318)
559-2595. For additional information concerning the business of
FNB and its financial condition, see "CERTAIN INFORMATION
CONCERNING "FNB" and "FNB CONSOLIDATED FINANCIAL INFORMATION."
<PAGE>
SELECTED FINANCIAL INFORMATION ABOUT FNB BANCSHARES, INC.
(Unaudited)
The following selected financial information of FNB Bancshares,
Inc. with respect to each year in the five-year period ended
December 31, 1994 and the six months ended June 30, 1995 and 1994
has been derived from the financial statements of FNB Bancshares,
Inc. The information set forth below should be read in conjunction
with FNB Bancshares, Inc. financial statements, the notes thereto,
and FNB Bancshares, Inc. Management's Discussion and Analysis of
Financial Condition and Results of Operations for the Years Ended
December 31, 1994 and 1993 and the six months ended June 30, 1995
and 1994 appearing elsewhere in this Proxy Statement-Prospectus.
<TABLE>
SELECTED FINANCIAL INFORMATION
<CAPTION>
Six Months
Ended
June 30 Year Ended December 31
(Unaudited) (Audited)
________________ ____________________________________________
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of Financial
Condition
at End of Period 1995 1994 1994 1993 1992 1991 1990
Total Assets $53,149 $51,127 $58,903 $52,571 $51,252 $49,307 $46,702
Investment Securities 23,708 24,696 30,764 25,508 26,860 20,209 13,212
Loans-Net of
Unearned Income 25,985 22,594 19,074 18,108 17,974 15,385 16,572
Reserve for Loan
Losses 277 250 280 348 453 453 446
Total Deposits 45,802 45,111 53,259 47,458 46,667 45,129 42,774
Shareholders' Equity 5,707 5,041 5,362 4,874 4,339 3,761 3,501
Summary of Income
Net Interest Income $ 1,258 $ 979 $ 2,093 $ 2,008 $ 2,037 $ 1,711 $ 1,581
Provision for Credit
Losses 10 75 100 10 40 25 200
Non-Interest Income 145 161 322 315 315 314 241
Other Income 2 33 89 35 16 10 40
Non-Interest
Expenses 747 789 1,513 1,522 1,443 1,428 1,265
Net Income Before
Change in
Accounting Principle 442 224 632 600 646 468 347
Cumulative Effect of
Change in
Accounting Principle - - - 82 - - -
Net Income 442 224 632 683 646 468 347
</TABLE>
<TABLE>
<CAPTION>
Six Months
Ended
June 30 Year Ended December 31
(Unaudited) (Audited)
________________ ____________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of Financial
Condition
at End of Period 1995 1994 1994 1993 1992 1991 1990
Comparative Per
Share Data
Book Value Per
Common Share $590.13 $521.26 $554.47 $504.08 $433.78 $369.82 $310.86
Cash Dividends Per
Common Share 10.00 6.00 15.00 9.00 3.99 3.15 3.21
Net Income Per
Common Share 45.66 23.18 65.39 61.69 63.89 44.20 29.66
Selected Financial
Ratios
Return on Average
Assets 1.58% .86% 1.13% 1.16% 1.28% .98% .81%
Return on Average
Shareholders' Equity 15.96% 9.04% 12.35% 13.03% 15.94% 12.89% 10.24%
Equity Capital to
Total Avg. Assets, at
End of Period 10.19% 9.72% 9.62% 9.39% 8.63% 7.83% 8.16%
Allowance for Credit
Losses to Net Loans
at End of Period 1.06% 1.10% 1.47% 1.92% 2.52% 2.95% 2.69%
<PAGE>
FNB BANCSHARES, INC.
QUARTERLY INCOME RESULTS
Unaudited ($ in thousands, except per share amounts)
</TABLE>
<TABLE>
<CAPTION>
1995
I II
<S> <C> <C>
Interest income $1,094 $1,119
Net interest income 630 630
Net income 199 243
Net income per share $20.58 $25.13
</TABLE>
<TABLE>
<CAPTION>
1994
I II III IV
<S> <C> <C> <C> <C>
Interest income $848 $877 $931 $994
Net interest income 476 502 547 568
Net income 99 125 165 243
Net income per share $10.24 $12.93 $17.06 $25.13
</TABLE>
<TABLE>
<CAPTION>
1993
I II III IV
<S> <C> <C> <C> <C>
Interest income $1,018 $722 $901 $826
Net interest income 651 361 537 459
Net income 152 156 162 213
Net income per share $15.72 $16.13 $16.75 $22.03
</TABLE>
<PAGE>
PRO FORMA COMBINED SELECTED FINANCIAL INFORMATION
(Unaudited)
The following table sets forth certain unaudited pro forma combined
financial information for Hibernia, after giving effect to (i) the
merger with American Bank consummated on March 1, 1995 and the
merger with STABA Bancshares, Inc. consummated on May 1, 1995, as
discussed in Note A to the pro forma combined financial statements
and (ii) the mergers with Bank of St. John and Progressive
Bancorporation, Inc., each consummated on July 1, 1995, as
discussed in Note B to the pro forma combined financial statements,
and FNB Bancshares, Inc. The table also gives effect to a
probable merger with Bunkie Bancshares, Inc. as discussed in Note D
to the pro forma combined financial statements. The pro forma information,
which reflects the Merger and other probable and consummated mergers,
using the pooling of interests method of accounting, is presented for
informational purposes only and should not be construed as
indicative of the actual operations that would have occurred had
any of the mergers been consummated at the beginning of the periods
indicated or that may be obtained in the future. See "Pro Forma
Financial Information" and the "Notes to Pro Forma Combined
Financial Statements" contained elsewhere herein.
<PAGE>
PRO FORMA HIBERNIA CORPORATION*
PRO FORMA COMBINED SELECTED FINANCIAL INFORMATION
<TABLE>
Year Ended December 31 6 Months Ended June 30
Unaudited ($ in thousands, except per share amounts) 1994 1993 1992 1995 1994
<S> <C> <C> <C> <C> <C>
Net interest income $285,305 $280,330 $277,719 $146,724 $140,465
Income from continuing operations 96,249 67,446 8,088 55,988 46,096
Per share:
Income from continuing operations 0.81 0.57 0.12 0.47 0.39
Cash dividends 0.19 0.03 - 0.12 0.08
Book value 4.99 4.66 4.04 5.50 4.78
SELECTED PERIOD-END BALANCES
Debt 11,846 36,809 37,568 9,570 28,350
Total assets 6,838,246 6,705,927 6,570,727 7,053,228 6,732,464
* Includes restated Hibernia Corporation and FNB Bancshares, Inc.
</TABLE>
TOTAL PRO FORMA HIBERNIA CORPORATION**
PRO FORMA COMBINED SELECTED FINANCIAL INFORMATION
<TABLE>
Year Ended December 31 6 Months Ended June 30
Unaudited ($ in thousands, except per share amounts) 1994 1993 1992 1995 1994
<S> <C> <C> <C> <C> <C>
Net interest income $289,086 $284,139 $281,618 $148,809 $142,318
Income from continuing operations 97,463 68,668 9,539 56,692 46,630
Per share:
Income from continuing operations 0.80 0.57 0.14 0.47 0.38
Cash dividends 0.19 0.03 - 0.12 0.08
Book value 4.98 4.66 4.04 5.49 4.77
SELECTED PERIOD-END BALANCES
Debt 11,846 36,809 37,568 9,570 28,350
Total assets 6,944,648 6,801,177 6,664,067 7,162,247 6,834,117
** Includes restated Hibernia Corporation, FNB Bancshares, Inc. and Bunkie Bancshares, Inc.
</TABLE>
<PAGE>
COMPARATIVE PER SHARE INFORMATION
(Unaudited)
The following table sets forth for Hibernia Common Stock and FNB
Bancshares, Inc. Common Stock certain historical, restated,
unaudited pro forma combined and unaudited pro forma equivalent per
share financial information for the six months ended June 30, 1995
and 1994 and for the years ended December 31, 1994, 1993 and 1992.
The information about Hibernia Common Stock does not take into effect
the proposed issuance of 1,874,760 shares in connection with a
previously announced plan to acquire Bunkie Bancshares, Inc.
Year end information under the column titled "Historical Hibernia
Corporation" is derived from the historical financial statements of
Hibernia Corporation contained in its Annual Report on Form 10-K
for the year ended December 31, 1994, after giving effect to the
mergers with American Bank consummated on March 1, 1995 and STABA
Bancshares Inc. consummated on May 1, 1995, both of which were
accounted for as poolings of interests. The historical June 30
information is derived from Hibernia's Quarterly Report on Form 10-
Q for June 30, 1995. Year-end information under the column titled
"Restated Hibernia Corporation" is derived from the supplemental
restated consolidated financial statements of Hibernia Corporation
contained in Hibernia's Current Report on Form 8-K dated October
12, 1995, which reflects the impact of the mergers with Bank of St.
John and Progressive Bancorporation, Inc. ("Progressive"), both of which were
consummated on July 1, 1995, and accounted for as poolings of interests.
The restated June 30 information is derived from Hibernia's Quarterly Report
on Form 10-Q for June 30, 1995, after giving effect to the mergers
with Bank of St. John and Progressive. Information under the
column titled "Historical FNB Bancshares, Inc." is based on, and
should be read in conjunction with, the historical financial
statements and related notes of FNB Bancshares, Inc. contained
elsewhere in this Proxy Statement-Prospectus.
Information under the column entitled "Pro Forma Hibernia
Corporation (With FNB Bancshares, Inc.)" is based upon the pro
forma financial statements and related notes contained elsewhere
herein. Such pro forma combined information, which reflects the
Merger and the mergers consummated in 1995 with American,
STABA, Bank of St. John and Progressive using the pooling of
interests method of accounting, is presented for informational
purposes only and should not be construed as indicative of the
actual operations that would have occurred had any of the mergers
been consummated at the beginning of the periods indicated or that
may be obtained in the future. The pro forma combined information
gives effect to the issuance, in each of the periods presented, of
92.0 shares of Hibernia Common Stock for each outstanding share of
FNB Bancshares, Inc. Common Stock.
The information under the column entitled "FNB Bancshares, Inc. Pro
Forma Equivalent" is derived by multiplying the numbers contained
in the column titled "Pro Forma Hibernia Corporation (with FNB
Bancshares, Inc.)" by the Exchange Rate of 92.0. See "The
Merger - Consideration to be Received in the Merger."
<PAGE>
HIBERNIA CORPORATION AND FNB BANCSHARES, INC.
COMPARATIVE PER SHARE INFORMATION
Unaudited
<TABLE>
PRO FORMA
HIBERNIA FNB
HISTORICAL RESTATED HISTORICAL CORPORATION BANCSHARES, INC.
HIBERNIA HIBERNIA FNB (WITH FNB PRO FORMA
CORPORATION CORPORATION BANCSHARES, INC. BANCSHARES, INC.) EQUIVALENT
Per Common Share:
<S> <C> <C> <C> <C> <C>
Income from continuing operations:
For the six months ended June 30,
1995 $0.49 $0.47 $45.66 $0.47 $43.24
1994 0.39 0.39 23.18 0.39 35.88
For the year ended December 31,
1994 $0.78 $0.81 $65.39 $0.81 $74.52
1993 0.57 0.57 61.69 0.57 52.44
1992 0.07 0.12 63.89 0.12 11.04
Cash dividends:
For the six months ended June 30,
1995 $0.12 $0.12 $10.00 $0.12 $11.04
1994 0.08 0.08 6.00 0.08 7.36
For the year ended December 31,
1994 $0.19 $0.19 $15.00 $0.19 $17.48
1993 0.03 0.03 9.00 0.03 2.76
1992 - - 3.99 - -
Book Value:
At June 30, 1995 $5.60 $5.50 $590.13 $5.50 $506.00
At December 31, 1994 5.07 4.98 554.47 4.99 459.08
</TABLE>
From time to time, Hibernia investigates and holds discussions
and negotiations in connection with possible merger or similar
transactions with other financial institutions. At the date
hereof, Hibernia has entered into definitive merger agreements with
one financial institution in addition to FNB which is described in
documents incorporated herein by reference and described under "PRO
FORMA FINANCIAL INFORMATION" below. In addition, Hibernia is
pursuing other possible acquisition opportunities and intends to
continue to pursue such opportunities in the near future when
available and feasible in the light of Hibernia's business and
strategic plans. Although it is anticipated that such transactions
may be entered into both before and after the Merger, there can be
no assurance as to when or if, or the terms upon which, such
transactions may be pursued or consummated. If required under
applicable law, any such transactions would be subject to
regulatory approval and the approval of shareholders.
Other Pending Merger Transaction for Hibernia
In addition to FNB, Hibernia has entered into a definitive
merger agreement with Bunkie Bancshares, Inc. ("Bunkie"). That
transaction is subject to certain conditions, similar to the
conditions to the Merger described herein, and may be consummated
before or after consummation of the Merger. Shareholders of FNB
will not have the right to vote on the pending transaction with
Bunkie, or any other transaction that might be entered into by
Hibernia prior to the Effective Date of the Merger. In addition,
if the Merger is consummated prior to consummation of another
transaction, former shareholders of FNB who have not exercised and
perfected dissenters' rights will be shareholders of Hibernia at
the time those transactions are consummated. Shareholders of
Hibernia do not have the right to vote on the proposed transaction
with Bunkie. At June 30, 1995, Bunkie had total assets of $109.0
million, total deposits of $99.3 million and shareholders' equity
of $9.2 million.
On a pro forma basis, and based upon historical results, if
the proposed merger with Bunkie had been effective on January 1,
1992, Hibernia's earnings per share in each of the years 1992, 1993
and 1994 would have decreased as shown on the Pro Forma Combined
Statements of Income included in the Pro Forma Financial Statements
below.
On a pro forma basis, as of June 30, 1995, the book value of
the shares of Hibernia would be slightly decreased by the pending
transaction with Bunkie.
SUMMARY
This summary is not intended to be a complete explanation of the
matters covered in this Proxy Statement-Prospectus and is qualified
in its entirety by reference to the more detailed information
contained elsewhere in this Proxy Statement-Prospectus, the
Appendices hereto and the documents incorporated herein by
reference, all of which shareholders are urged to read carefully
prior to the Special Meeting.
The Proposed Merger
In accordance with the terms of the Agreement, FNB will be
merged with and into Hibernia, whereupon the separate existence of
FNB will cease. Immediately thereafter, the Bank will be merged
into HNB, with HNB as the surviving bank. On the Effective Date,
each outstanding share of FNB Common Stock, other than shares held
by shareholders who exercise and perfect dissenters' rights in
accordance with Louisiana law, will be converted into 92 shares of
Hibernia Common Stock.
Management and Operations After the Merger
After the Effective Date, the offices of the Bank will operate
as branch banking offices of HNB. As of the Effective Date, the
directors of FNB and the Bank will no longer hold their positions
as directors. See "PROPOSED MERGER -- Management and Operations
After the Merger." Certain officers of FNB and its subsidiaries
have executed or intend to execute employment agreements with
Hibernia, and Hibernia maintains an advisory board of directors in
the Monroe region of Louisiana on which some or all of the
directors of FNB and its subsidiaries may serve.
Recommendation of the Board of Directors
The Board of Directors of FNB has unanimously approved the
Agreement, believes that the Merger is in the best interests of the
shareholders of FNB, and recommends that the shareholders vote FOR
the Merger. The Board of Directors has received from Southard
Financial an opinion that the terms of the Merger are fair, from a
financial point of view, to the shareholders of FNB. See "PROPOSED
MERGER -- Opinion of Financial Advisor." FNB's Board believes that
the Merger will provide significant value to all FNB shareholders
and will enable them to participate in opportunities for growth
that FNB's Board believes the Merger makes possible. In
recommending the Merger to the shareholders, FNB's Board of
Directors considered, among other factors, the financial terms of
the Merger, the liquidity it will afford FNB's shareholders and the
business earnings and potential for future growth of FNB and
Hibernia. See "PROPOSED MERGER -- Background of and Reasons for
the Merger."
Basis for the Terms of the Merger
A number of factors were considered by the Board of Directors
of FNB in approving the terms of the Merger, including, without
limitation, information concerning the financial condition, results
of operations and prospects of Hibernia, FNB, HNB and the Bank; the
ability of the combined entity to compete in the relevant banking
markets; the market price of Hibernia Common Stock; the absence of
an active trading market for FNB's common stock; the consideration
to be received by FNB shareholders in relation to FNB's earnings
and book value; the anticipated tax-free nature of the Merger to
FNB's shareholders for federal income tax purposes; and the
financial terms of other recent business combinations in the
banking industry. See "PROPOSED MERGER -- Background of and
Reasons for the Merger."
Advice and Opinion of Financial Advisor
Southard Financial, FNB's financial advisor, has rendered a
written opinion that the terms of the Merger are fair,
from a financial point of view, to FNB's shareholders. A copy of
the opinion of Southard Financial is attached hereto as Appendix B
and should be read in its entirety with respect to the assumptions
made therein and other matters considered. See "PROPOSED MERGER --
Opinion of Financial Advisor" for further information regarding,
among other things, the selection of such firm and its compensation
in connection with the Merger.
Votes Required
Approval of the Merger requires the affirmative vote of the
holders of two-thirds of the voting power of FNB present at the
Special Meeting. Directors of FNB and members of their families
have voting power with respect to 7,006 shares of FNB Common Stock,
representing 72.5% of the FNB Common Stock outstanding as of the
Record Date. See "PROPOSED MERGER -- Ownership of FNB Common
Stock." Subject to receipt of certain fairness opinions from
Southard Financial, the directors of FNB have agreed to vote their
stock in favor of approval of the Agreement at any meeting of FNB's
shareholders held before February 28, 1996 at which the Merger is
considered, unless they are legally required to abstain from voting
or to vote against the Merger in the opinion of their counsel. See
"MEETING INFORMATION -- Record Date; Voting Rights" and "CERTAIN
INFORMATION RELATING TO FNB -- Voting Securities and Certain
Holders Thereof."
Conditions; Abandonment; Amendment
Consummation of the Merger is subject to the satisfaction of
a number of conditions, including approval of the Agreement by the
shareholders of FNB and the Federal Reserve Board and approval of
the Bank Merger by the Office of the Comptroller of the Currency
("OCC"). The OCC approved the Merger on August 29, 1995, and it
is anticipated that the Federal Reserve Board will approve the
merger by October 31, 1995. Applicable law provides that the
Merger may not be consummated until at least 15, but no more than
90, days after approval of the Federal Reserve Board is obtained.
See "PROPOSED MERGER -- Representations and Warranties; Conditions
to Closing; Waiver" and "-- Regulatory and Other Approvals."
Substantially all of the conditions to consummation of the
Merger (except for required shareholder and regulatory approvals)
may be waived at any time by the party for whose benefit they were
created, and the Agreement may be amended or supplemented at any
time by written agreement of the parties, except that no such
waiver, amendment or supplement executed after approval of the
Agreement by FNB's shareholders may reduce the ratio of Hibernia
Common Stock to FNB Common Stock to be issued in the Merger (the
"Exchange Ratio"). Any other material change to the Agreement
after the date of the Special Meeting would require, however, a
resolicitation of FNB's shareholders for the purpose of voting on
the transaction as amended. In addition, the Agreement may be
terminated, either before or after shareholder approval, under
certain circumstances. See "PROPOSED MERGER -- Representations and
Warranties; Conditions to Closing; Waiver" and "-- Effective Date
of the Merger; Termination."
Interests of Certain Persons in the Merger
The terms of the Merger include certain benefits for employees
and management of FNB, including employment agreements between
Hibernia and H. Graham Schneider, James J. Schneider, Raymond G.
Dickerson and Sharon E. Knight, and indemnification of officers,
directors and employees of FNB for certain liabilities up to
certain aggregate limitations. See "PROPOSED MERGER."
Employee Benefits
Hibernia has agreed as part of the Agreement that it will
offer to all employees of FNB who are employed as of the Effective
Date and who become employees of Hibernia or HNB after the Merger,
the same employee benefits as those offered by Hibernia and HNB to
their employees, except that employees of FNB will not be required
to wait for any period in order to be eligible to participate in
Hibernia's Flex Plan (including its medical and dental coverage).
Hibernia will also give FNB employees who become Hibernia employees
full credit for their years of service (for both eligibility and
vesting) with FNB for purposes of Hibernia's 401(k) plan, the
Retirement Security Plan. Hibernia has also agreed to pay or
provide certain other benefits. See "PROPOSED MERGER -- EMPLOYEE
BENEFITS."
Material Tax Consequences
The parties have received an opinion from Ernst & Young LLP,
certified public accountants, who also serve as independent
auditors for Hibernia, to the effect that the Merger, when
consummated in accordance with the terms of the Agreement, will
constitute a reorganization within the meaning of Section 368(a) of
the Code and that the exchange of FNB Common Stock for Hibernia
Common Stock will not give rise to the recognition of gain or loss
for federal income tax purposes to FNB's shareholders with respect
to such exchange. A copy of such opinion is attached hereto as
Appendix C. See "PROPOSED MERGER -- Material Tax Consequences."
Because of the complexities of the tax laws and because the
tax consequences may vary depending upon a holder's individual
circumstances or tax status, it is recommended that each
shareholder of FNB consult his or her tax advisor concerning the
federal (and any applicable state, local or other) tax consequences
of the Merger to him or her.
Dissenters' Rights
Each holder of FNB Common Stock who objects to the Merger is
entitled to the rights and remedies of dissenting shareholders
provided in the LBCL, Louisiana Revised Statute Section 12:131, a
copy of which is attached hereto as Appendix D. However, if
dissenters' rights are exercised and perfected with respect to 10%
or more of the outstanding shares of FNB Common Stock, Hibernia may
abandon the Merger. Dissenting shareholders may receive value for
their shares that is more or less than, or equal to, the value
received by other shareholders in the Merger. See "PROPOSED MERGER
- -- Rights of Dissenting Shareholders."
Differences in Shareholders' Rights
Upon completion of the Merger, shareholders of FNB will become
shareholders of Hibernia, and their rights as such will be governed
by Hibernia's Articles of Incorporation and Bylaws. The rights of
shareholders of Hibernia are different in certain respects from the
rights of shareholders of FNB. See "PROPOSED MERGER -- Certain
Differences in Rights of Shareholders."
Accounting Treatment
The parties intend the Merger to be treated as a pooling of
interests for financial accounting purposes. If, among other
things, holders of more than 10% of the outstanding shares of FNB
Common Stock exercise and perfect dissenters' rights, the Merger
will not qualify for pooling-of-interests accounting treatment, and
Hibernia will not be obligated to effect the Merger. See "PROPOSED
MERGER -- Accounting Treatment."
MEETING INFORMATION
General
Each copy of this Proxy Statement-Prospectus mailed to holders
of FNB Common Stock is accompanied by a proxy card furnished in
connection with the solicitation of proxies by FNB's Board of
Directors for use at the Special Meeting and at any adjournments or
postponements thereof. This Proxy Statement and the accompanying
proxy card are first being mailed to shareholders of FNB on
approximately October __, 1995. The Special Meeting is scheduled
to be held on November 27, 1995 at 10:00 a.m. local time, at the
main office of First National Bank & Trust Company, 216 Lake Street, Lake
Providence, Louisiana 71254. Only holders of record of FNB Common
Stock at the close of business on October 16, 1995 (the "Record
Date") are entitled to notice of and to vote at the Special
Meeting. At the Special Meeting, the shareholders of FNB will
consider and vote upon a proposal to approve the Merger and the
related Agreement, and such other matters as may properly be
brought before the Special Meeting.
HOLDERS OF FNB COMMON STOCK ARE REQUESTED TO COMPLETE, DATE
AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO FNB
IN THE ENCLOSED POSTAGE-PAID, ADDRESSED ENVELOPE.
Any holder of FNB Common Stock who has delivered a proxy may
revoke it any time before it is voted by giving notice of
revocation in writing or delivering a signed proxy card bearing a
later date to FNB, provided that such notice or proxy card must
actually be received by FNB before the vote of shareholders at the
Special Meeting. A shareholder who votes in person at the Special
Meeting in a manner that is inconsistent with a proxy previously
filed on the shareholder's behalf will be deemed to have revoked
his or her proxy as to that matter only. Any notice of revocation
or proxy card should be sent to FNB at 216 Lake Street, P. O. Box
832, Lake Providence, Louisiana 71254, Attention: Sharon E.
Knight, Secretary.
The shares of FNB Common Stock represented by properly
executed proxies received at or before the Special Meeting and not
subsequently revoked will be voted as directed in such proxies.
Proxy cards that are received and that do not contain instructions
as to how to vote the shares represented thereby will be voted FOR
approval of the Merger and the related Agreement. If any other
matters are properly presented for consideration at the Special
Meeting, the persons named in the accompanying proxy card will have
discretionary authority to vote on such matters in accordance with
their best judgment. If necessary, and unless contrary
instructions are given, the proxy holder also may vote in favor of
a proposal to adjourn the Special Meeting one or more times to
permit further solicitation of proxies in order to obtain
sufficient votes to approve the Merger and the related Agreement.
As of the date of this Proxy Statement-Prospectus, FNB's Board of
Directors is unaware of any matter to be presented at the Special
Meeting other than the proposal to approve the Merger.
Any costs of soliciting proxies from shareholders of FNB will
be borne by FNB. Such solicitation will be made by mail but also
may be made by telephone or in person by the directors, officers
and employees of FNB (who will receive no additional compensation
for doing so).
FNB SHAREHOLDERS SHOULD NOT FORWARD ANY STOCK CERTIFICATES
WITH THEIR PROXY CARDS. IF THE MERGER IS CONSUMMATED, SHAREHOLDERS
OF FNB WILL RECEIVE INSTRUCTIONS REGARDING THE EXCHANGE OF THEIR
FNB STOCK CERTIFICATES FOR CERTIFICATES REPRESENTING HIBERNIA
COMMON STOCK.
Votes Required
As of the Record Date, there were 9,670 shares of FNB Common
Stock outstanding and entitled to vote at the Special Meeting, with
each share being entitled to one vote. The affirmative vote of
two-thirds of the voting power of FNB present or represented by
proxy and entitled to vote at the Special Meeting will be required
to approve the Merger. Members of FNB's Board of Directors and
executive officers, along with members of their families who are
expected to vote in favor of approval of the Merger, own 72.5% of
the outstanding FNB Common Stock. Approval of the Merger,
therefore, is assured.
For purposes of the Special Meeting, the presence in person or
by proxy of a majority of the outstanding shares of FNB Common
Stock is necessary to constitute a quorum of shareholders in order
to take action. NOTE: If proxies are returned blank, they will be
voted FOR. A vote to abstain will be considered present for quorum
purposes, but will have the same effect as a vote "against" the
proposal as to which the abstention is made. The affirmative vote
of two-thirds of the voting power of FNB present or represented by
proxy at the Special Meeting will be necessary to approve the
Merger.
Each outstanding share of FNB Common Stock is entitled to one
vote on each matter that comes before the Special Meeting. As of
the Record Date for the Special Meeting, there were 9,670 shares of
FNB Common Stock outstanding and entitled to vote at the Special
Meeting.
The directors and executive officers of FNB, their affiliates
and members of their families beneficially owned a total of 7,006
shares or approximately 72.5% of the outstanding shares of FNB
Common Stock as of the Record Date. Each shareholder who is a
director has executed an agreement with Hibernia pursuant to which
such shareholder has committed, subject to certain conditions, to
vote the shares of FNB Common Stock owned by him in favor of the
proposal to approve the Merger. Additionally, FNB has been advised
that all of its directors and executive officers intend to vote
their shares in favor of approval of the Merger.
As of the Record Date, the directors and executive officers of
Hibernia and their affiliates beneficially owned no shares of FNB
Common Stock.
Approval of the Merger by Hibernia shareholders is not
required under applicable law.
Recommendation of FNB's Board
FNB's Board has unanimously approved the Merger and
unanimously recommends that FNB's shareholders vote FOR approval of
the Merger. See "PROPOSED MERGER -- Background of and Reasons for
the Merger" and "-- Opinion of Financial Advisor."
Other Matters
The Board of Directors of FNB is not aware of any business to
be acted upon at the Special Meeting other than consideration of
the Merger. If, however, other matters are properly brought before
the Special Meeting, or any adjournments or postponements thereof,
the persons appointed as proxies will have discretion to vote or
abstain from voting thereon according to their best judgment.
PRO FORMA FINANCIAL INFORMATION
The following pro forma financial statements reflect all of
Hibernia's pending mergers giving effect to the assumptions and
adjustments described in the accompanying notes.
The year-end information in the columns titled "Historical Hibernia
Corporation" on the Pro Forma Combined Income Statement is
summarized from the historical financial statements of Hibernia
Corporation contained in its Annual Report on Form 10-K for the
year ended December 31, 1994, after giving effort to the mergers
with American Bank consummated on March 1, 1995 and STABA
Bancshares, Inc. consummated on May 1, 1995, both of which were
accounted for as poolings of interests. The year-end information
in the column titled "Restated Hibernia Corporation" on the Pro
Forma Combined Income Statement is summarized from the supplemental
consolidated financial statements of Hibernia Corporation filed in
Hibernia's current report on Form 8-K dated October 12, 1995 which
reflects the impact of the mergers with Bank of St. John and
Progressive Bancorporation, Inc., both of which were consummated on
July 1, 1995, and accounted for as poolings of interest.
The information at June 30, 1995 and for the six month periods
ended June 30, 1995 and 1994 in the column titled "Historical
Hibernia Corporation" is summarized from the unaudited consolidated
financial statements of Hibernia Corporation filed in Hibernia's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.
The information at June 30, 1995 and for the six month periods
ended June 30, 1995 and 1994 in the column titled "Restated
Hibernia Corporation" reflects the impact of the mergers with Bank
of St. John and Progressive Bancorporation, Inc., both of which
were consummated on July 1, 1995, and accounted for as poolings of
interests.
The information contained in the columns titled "FNB Bancshares,
Inc." and "Bunkie Bancshares, Inc." is based on December 31, 1994,
1993, and 1992 audited financial statements of those entities and
unaudited financial statements for those entities for June 30, 1995
and the six month periods ended June 30, 1995 and 1994.
The Pro Forma Financial Statements do not purport to be indicative
of the results that actually would have occurred if the merger or
the pending transaction had occurred on the dates indicated or that
may be obtained in the future.
On September 7, 1995, Hibernia announced that it had executed an
agreement and plan of merger with Bunkie Bancshares, Inc., a
Louisiana corporation headquartered in Bunkie, Louisiana
("Bunkie"). Shareholders of Bunkie will receive an aggregate of
1,874,760 shares of Hibernia Common Stock in the merger. The
merger with Bunkie Bancshares, Inc. is subject to the satisfaction
of certain conditions similar to those described herein with regard
to the Merger. There can be no assurance that the proposed merger
will occur, or that the timing of the consummation of the merger
will be as assumed in the Pro Forma Financial Statements.
The merger with Bunkie Bancshares, Inc. is subject to the
satisfaction of certain conditions similar to those described
herein with regard to the merger. There can be no assurances that
the proposed merger will occur.
<PAGE>
PRO FORMA COMBINED BALANCE SHEET
(Unaudited)
The following unaudited pro forma combined balance sheet combines
the restated balance sheet of Hibernia and the historical balance
sheet of FNB Bancshares, Inc. as if the merger had been effective
on June 30, 1995. This unaudited pro forma combined balance sheet
should be read in conjunction with the historical financial
statements and related notes of Hibernia contained in Hibernia's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995
and its Current Report on Form 8-K dated October 12, 1995, each
incorporated by reference into this Proxy Statement - Prospectus,
and the historical financial statements and related notes of FNB
Bancshares, Inc. contained elsewhere herein. The historical
balance sheet reflects the impact of two mergers consummated prior
to June 30, 1995, as discussed in Note A to the pro forma financial
statements. The restated balance sheet reflects the impact of the
mergers with Bank of St. John and Progressive consummated on July
1, 1995 as discussed in Note B to the pro forma financial
statements. The pro forma combined balance sheet also gives effect
to another probable merger with Bunkie Bancshares, Inc. as
discussed in Note D to the pro forma combined financial statements.
Each probable merger has been included in the pro forma combined
balance sheet as though the merger had been effective on June 30,
1995.
<PAGE>
HIBERNIA CORPORATION
PRO FORMA COMBINED BALANCE SHEET
June 30, 1995
<TABLE>
<CAPTION>
(B)
HISTORICAL RESTATED FNB PRO PRO FORMA
HIBERNIA HIBERNIA BANCSHARES FORMA HIBERNIA
Unaudited ($ in thousands) CORPORATIONCORPORATION INC. ADJ CORPORATION
<S> <C> <C> <C> <S> <C>
ASSETS
Cash and due from banks $349,476 $360,719 $1,722 $362,441
Short-term investments 26,755 55,571 - 55,571
Securities available for sale 542,773 572,690 36 572,726
Securities held to maturity 1,818,750 1,854,501 23,709 1,878,210
Loans, net of unearned income 3,840,665 3,993,121 25,985 4,019,106
Reserve for possible loan losses (149,090) (151,240) (277) (151,517)
Loans, net 3,691,575 3,841,881 25,708 - 3,867,589
Bank premises and equipment 112,492 116,471 862 117,333
Customers' acceptance liability 115 115 - 115
Other assets 194,843 198,131 1,112 199,243
TOTAL ASSETS $6,736,779 $7,000,079 $53,149 - $7,053,228
LIABILITIES
Deposits:
Demand, noninterest-bearing $1,073,305 $1,112,892 $6,135 $1,119,027
Interest-bearing 4,668,949 4,863,768 39,667 4,903,435
Total Deposits 5,742,254 5,976,660 45,802 - 6,022,462
Short-term borrowings 259,251 259,502 1,180 260,682
Liability on acceptances 115 115 - 115
Other liabilities 105,991 109,738 460 110,198
Debt 4,748 9,570 - 9,570
TOTAL LIABILITIES 6,112,359 6,355,585 47,442 - 6,403,027
SHAREHOLDERS' EQUITY
Preferred Stock - - - -
Common Stock 217,810 228,997 300 $1,408 (C) 230,705
Surplus 387,315 377,857 500 (2,211)(C) 376,146
Retained earnings 35,998 53,976 5,710 59,686
Treasury Stock (94) (94) (803) 803 (C) (94)
Unearned compensation (16,044) (16,044) - (16,044)
Unrealized losses on securities available for sale (565) (198) - (198)
TOTAL SHAREHOLDERS' EQUITY 624,420 644,494 5,707 - 650,201
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $6,736,779 $7,000,079 $53,149 - $7,053,228
See notes to Pro Forma Combined Financial Statements.
</TABLE>
HIBERNIA CORPORATION
PRO FORMA COMBINED BALANCE SHEET (continued)
June 30, 1995
<TABLE>
<CAPTION>
TOTAL
PRO FORMA BUNKIE PRO PRO FORMA
HIBERNIA BANCSHARES FORMA HIBERNIA
Unaudited ($ in thousands) CORPORATION INC. ADJ CORPORATION
<S> <C> <C> <S> <C>
ASSETS
Cash and due from banks $362,441 $4,729 $367,170
Short-term investments 55,571 4,100 59,671
Securities available for sale 572,726 12,181 584,907
Securities held to maturity 1,878,210 40,414 1,918,624
Loans, net of unearned income 4,019,106 44,257 4,063,363
Reserve for possible loan losses (151,517) (719) (152,236)
Loans, net 3,867,589 43,538 - 3,911,127
Bank premises and equipment 117,333 2,405 119,738
Customers' acceptance liability 115 - 115
Other assets 199,243 1,652 200,895
TOTAL ASSETS $7,053,228 $109,019 - $7,162,247
LIABILITIES
Deposits:
Demand, noninterest-bearing $1,119,027 $15,058 $1,134,085
Interest-bearing 4,903,435 84,246 4,987,681
Total Deposits 6,022,462 99,304 - 6,121,766
Short-term borrowings 260,682 - 260,682
Liability on acceptances 115 - 115
Other liabilities 110,198 473 110,671
Debt 9,570 - 9,570
TOTAL LIABILITIES 6,403,027 99,777 - 6,502,804
SHAREHOLDERS' EQUITY
Preferred Stock - - -
Common Stock 230,705 265 $3,335 (D) 230,970
Surplus 376,146 2,735 (3,335) (D) 378,881
Retained earnings 59,686 6,354 66,040
Treasury Stock (94) - (94)
Unearned compensation (16,044) - (16,044)
Unrealized losses on securities available for sale (198) (112) (310)
TOTAL SHAREHOLDERS' EQUITY 650,201 9,242 - 659,443
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $7,053,228 $109,019 - $7,162,247
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
PRO FORMA COMBINED INCOME STATEMENTS
(Unaudited)
The following unaudited pro forma combined income statements for
the six months ended June 30, 1995 and 1994 and the years ended
December 31, 1994, 1993, and 1992 combine the restated income
statements of Hibernia and the historical income statements of FNB
Bancshares, Inc. as if the Merger had been effective on January 1,
1992. The unaudited pro forma combined income statements should be
read in conjunction with the consolidated financial statements and
notes of Hibernia contained in Hibernia's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995 and its Current Report on
Form 8-K dated October 12, 1995, each incorporated by reference
into this Proxy Statement - Prospectus, and the historical
financial statements and notes of FNB Bancshares, Inc. contained
elsewhere herein. The historical statements of Hibernia Corporation
include the impact of two mergers consummated prior to June 30, 1995,
as discussed in Note A to the pro forma financial statements.
The restated statements of income of Hibernia
Corporation for the six month periods ended June 30 reflect the
impact of the two mergers that were consummated on July 1, 1995, as
discussed in Note B to the pro forma financial statements. The costs
associated with the Merger, estimated to be approximately $-------, will be
accounted for as a current period expense when incurred. The
unaudited pro forma combined statements of income also give effect
to another probable merger as discussed in Note D to the pro forma
combined financial statements.
<PAGE>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Six Months Ended June 30, 1995
<TABLE>
<CAPTION>
(B) TOTAL
HISTORICAL RESTATED FNB PRO FORMA BUNKIE PRO FORMA
HIBERNIA HIBERNIA BANCSHARES, HIBERNIA BANCSHARES, HIBERNIA
Unaudited ($ in thousands, except per share data) CORPORATION CORPORATION INC. CORPORATION INC. CORPORATION
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $166,307 $173,845 $1,287 $175,132 $2,025 $177,157
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 73,870 76,325 846 77,171 1,598 78,769
Obligations of states and political subdivisions 717 1,227 46 1,273 161 1,434
Trading account interest 1 1 - 1 - 1
Interest on time deposits in domestic banks 23 210 - 210 25 235
Interest on federal funds sold and securities
purchased under agreements to resell 2,887 3,076 34 3,110 99 3,209
Total Interest Income 243,805 254,684 2,213 256,897 3,908 260,805
Interest Expense
Interest on deposits 99,023 103,076 942 104,018 1,823 105,841
Interest on federal funds purchased and
securities sold under agreements to repurchase 5,811 5,815 11 5,826 - 5,826
Interest on debt and other 146 329 - 329 - 329
Total Interest Expense 104,980 109,220 953 110,173 1,823 111,996
Net Interest Income 138,825 145,464 1,260 146,724 2,085 148,809
Provision for possible loan losses - 0 10 10 (150) (140)
Net Interest Income After Provision for
Possible Loan Losses 138,825 145,464 1,250 146,714 2,235 148,949
Noninterest Income
Service charges on deposits 20,615 21,407 129 21,536 333 21,869
Trust fees 5,703 5,703 - 5,703 - 5,703
Other service, collection and exchange charges 12,768 12,768 20 12,788 56 12,844
Gain on divestiture of banking offices 2,361 2,361 - 2,361 - 2,361
Gain on sale of business lines 3,064 3,064 - 3,064 - 3,064
Other operating income 3,371 3,638 (1) 3,637 - 3,637
Securities gains (losses), net - (45) - (45) 2 (43)
Total Noninterest Income 47,882 48,896 148 49,044 391 49,435
Noninterest Expense
Salaries and employee benefits 59,727 62,733 425 63,158 773 63,931
Occupancy expense, net 12,105 12,559 69 12,628 135 12,763
Equipment expense 8,979 9,441 24 9,465 124 9,589
Data processing expense 9,761 10,231 37 10,268 - 10,268
Foreclosed property expense (535) (557) - (557) - (557)
Other operating expense 37,494 40,049 195 40,244 647 40,891
Total Noninterest Expense 127,531 134,456 750 135,206 1,679 136,885
Income Before Income Taxes 59,176 59,904 648 60,552 947 61,499
Income tax expense 3,915 4,358 206 4,564 243 4,807
Income from Continuing Operations $55,261 $55,546 $442 $55,988 $704 $56,692
Pro Forma Weighted Average Common Shares 112,578,062 118,405,011 889,640 119,294,651 1,874,760 121,169,411
Pro Forma Income Per Common Share
from Continuing Operations (E) $0.49 $0.47 $0.47 $0.47
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Six Months Ended June 30, 1994
<TABLE>
<CAPTION>
(B) TOTAL
HISTORICAL RESTATED FNB PRO FORMA BUNKIE PRO FORMA
HIBERNIA HIBERNIA BANCSHARES, HIBERNIA BANCSHARES, HIBERNIA
Unaudited ($ in thousands, except per share data) CORPORATION CORPORATION INC. CORPORATION INC. CORPORATION
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $128,800 $135,542 $1,018 $136,560 $1,688 $138,248
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 73,038 75,512 595 76,107 1,246 77,353
Obligations of states and political subdivisions 209 637 67 704 129 833
Trading account interest 15 15 - 15 - 15
Interest on time deposits in domestic banks 22 84 7 91 52 143
Interest on federal funds sold and securities
purchased under agreements to resell 3,533 3,639 38 3,677 72 3,749
Total Interest Income 205,617 215,429 1,725 217,154 3,187 220,341
Interest Expense
Interest on deposits 68,561 71,630 741 72,371 1,334 73,705
Interest on federal funds purchased and
securities sold under agreements to repurchase 2,541 2,548 6 2,554 - 2,554
Interest on debt and other 1,346 1,764 - 1,764 - 1,764
Total Interest Expense 72,448 75,942 747 76,689 1,334 78,023
Net Interest Income 133,169 139,487 978 140,465 1,853 142,318
Provision for possible loan losses 820 820 75 895 - 895
Net Interest Income After Provision for
Possible Loan Losses 132,349 138,667 903 139,570 1,853 141,423
Noninterest Income
Service charges on deposits 21,207 21,950 130 22,080 253 22,333
Trust fees 6,448 6,448 - 6,448 - 6,448
Other service, collection and exchange charges 10,632 10,632 31 10,663 32 10,695
Other operating income 5,123 5,520 34 5,554 23 5,577
Securities gains, net 185 189 - 189 89 278
Total Noninterest Income 43,595 44,739 195 44,934 397 45,331
Noninterest Expense
Salaries and employee benefits 61,491 63,517 411 63,928 732 64,660
Occupancy expense, net 12,294 12,688 133 12,821 134 12,955
Equipment expense 7,035 7,314 30 7,344 108 7,452
Data processing expense 10,131 10,496 39 10,535 - 10,535
Foreclosed property expense (4,191) (4,219) - (4,219) 3 (4,216)
Other operating expense 42,985 44,405 179 44,584 548 45,132
Total Noninterest Expense 129,745 134,201 792 134,993 1,525 136,518
Income Before Income Taxes 46,199 49,205 306 49,511 725 50,236
Income tax expense 2,395 3,333 82 3,415 191 3,606
Income from Continuing Operations $43,804 $45,872 $224 $46,096 $534 $46,630
Pro Forma Weighted Average Common Shares 112,683,601 118,510,550 889,640 119,400,190 1,874,760 121,274,950
Pro Forma Income Per Common Share
from Continuing Operations (E) $0.39 $0.39 $0.39 $0.38
See notes to Pro Forma Combined Financial Statements.
</TABLE>
<PAGE>
HIBERNIA CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
A. In March 1995, Hibernia National Bank merged with American
Bank in a transaction accounted for as a pooling of interests.
Hibernia issued 2,098,968 shares of Hibernia Common Stock in
such transaction, with a market price of $7.4875 and a stated
value of $4,030,019.
In May 1995, Hibernia merged with STABA Bancshares, Inc. in a
transaction accounted for as a pooling of interests. Hibernia
issued 2,180,133 shares of Hibernia Common Stock in such
transaction, with a market price of $8.2563 and a stated value
of $4,185,855.
B. In July 1995, Hibernia merged with Bank of St. John in a
transaction accounted for as a pooling of interests. Hibernia
issued 3,338,700 shares of Hibernia Common Stock, with an
aggregate market value at the date of the merger of
$30,048,300 based on a market value of $9.00 per share, to
effect the merger. Based upon the 300,000 shares of Bank of
St. John Common Stock outstanding on the Record Date, the
exchange rate in the merger was 11.13. The stated value of
Hibernia Common Stock is $1.92 per share. In accordance with
the pooling of interests method of accounting, the historical
equities of the merged companies are combined.
In July 1995, Hibernia was also a party to a merger with
Progressive Bancorporation, Inc. Hibernia issued 2,488,249
shares of Hibernia Common Stock with an aggregate market value
at the date of the merger of $22,207,622 based on a market
value of $8.925 per share, to effect the merger. Based upon
the 614,762 shares of Progressive Common Stock outstanding
(net of 2,908 shares owned by Hibernia) the exchange rate in the
merger was 4.0475. The stated value of Hibernia Common Stock is
$1.92 per share. In accordance with the pooling of interests method
of accounting, the historical equities of the merged companies are
combined.
In addition, upon the merger each issued and outstanding share
of Progressive Preferred Stock was converted into the right to
receive cash in the amount of $12.50 per share plus all
accumulated and unpaid dividends thereon, amounting to
$3,457,000.
The Progressive debt of $2,317,000 was held by HNB and was
offset against the outstanding HNB loan balance upon
consummation of the merger with Progressive.
C. Hibernia plans to issue 889,640 shares of Hibernia Common
Stock with an aggregate market value at the date of the Merger
of $9,341,200 based upon an assumed market value of $10.50 per
share, to effect the Merger. Based upon the 9,670 shares of
FNB Bancshares, Inc. outstanding on the Record Date, the
Exchange Rate in the Merger will be approximately 92.00. The
stated value of Hibernia Common Stock is $1.92 per share. In
accordance with the pooling of interests method of accounting,
the historical equities of the merged companies are combined.
D. In addition to the Merger, Hibernia is a party to a pending
merger with Bunkie Bancshares, Inc. It is assumed that
Hibernia will issue 1,874,760 shares of Hibernia Common Stock
with an aggregate market value at the date of the merger of
$19,684,980 based upon an assumed market value of $10.50 per
share to effect the merger. Based on the 11,006 shares of
Bunkie Common Stock outstanding the exchange rate in the
merger will be approximately 170.34. The stated value of
Hibernia Common Stock is $1.92 per share. In accordance with
the pooling of interests method of accounting, the historical
equities of the merged companies are combined.
E. Hibernia expects to achieve savings through reductions in
interest expense and operating costs in connection with the
proposed mergers. The savings vary from merger to merger
depending upon Hibernia's pre-merger operations in the
respective geographic area. The majority of the savings will
be achieved through consolidation of certain operations. The
extent to which the savings will be achieved depends, among
other things, on the regulatory environment and economic
conditions, and may be affected by unanticipated changes in
business activities, inflation and certain external factors
such as Federal Deposit Insurance Corporation ("FDIC")
assessments. Therefore, there can be no assurance that such
savings will be realized. No adjustment has been included in
the unaudited pro forma financial statements for the
anticipated savings.
PROPOSED MERGER
This section of the Proxy Statement-Prospectus describes
certain aspects of the Merger. The following description does not
purport to be complete and is qualified in its entirety by
reference to the Agreement, which is attached as Appendix A to this
Proxy Statement-Prospectus and is incorporated herein by reference.
All shareholders are urged to read the Agreement carefully and in
its entirety.
Background and Reasons for Merger
As a result of recent improvement in the Louisiana economy,
there has been a sharp increase in the level of interest in and the
number of acquisitions of financial institutions in Louisiana. One
of the responsibilities of the Board of Directors of FNB is to
consider various strategic alternatives, including whether to
affiliate with a larger, more diversified financial organization,
as viable opportunities might arise.
In the last quarter of 1994 Hibernia contacted representatives
of FNB and expressed an interest in a proposed merger. After
several meetings and extensive negotiations, the Agreement was
executed on June 15, 1995. The Agreement calls for an exchange of
Hibernia Common Stock for all of the outstanding shares of FNB in
a tax-free merger.
In determining that the Merger was in the best interests of
FNB and its stockholders, the Board of Directors of FNB considered
numerous factors, including: (a) the business, earnings and
potential for future growth of FNB and Hibernia; (b) potential
operational and managerial benefits that could be derived from the
Merger; (c) the consideration to be received by FNB stockholders in
the Merger in relation to the book value and earnings of FNB; (d)
prices paid in similar merger transactions; (e) the tax-free nature
of the stock-for-stock exchange; (f) the liquidity provided by
holding shares of Hibernia which are traded on the NYSE; and (g)
the fairness opinion issued by Southard Financial.
Based on the foregoing, the Board of Directors of FNB has
unanimously approved the Agreement and believes that the Merger is
in the best interests of the shareholders of FNB, and recommends
that the shareholders vote FOR the Merger. The Board of Directors
has received from Southard Financial an opinion that the terms of
the Merger are fair, from a financial point of view, to the common
shareholders of FNB. See "PROPOSED MERGER -- Opinion of Financial
Advisor." FNB's Board believes that the Merger will provide
significant value to all FNB shareholders and will enable them to
participate in opportunities for growth that FNB's Board believes
the Merger makes possible.
Terms of the Merger
On the Effective Date, each outstanding share of FNB Common
Stock (other than shares held by dissenting shareholders) will be
converted into 92 shares of Hibernia Common Stock. An aggregate of
889,640 shares of Hibernia Common Stock will be issued in exchange.
Upon the effectiveness of the Merger, the conversion of shares
of FNB Common Stock to Hibernia Common Stock will be automatic, and
FNB shareholders will automatically be entitled to all of the
rights and privileges afforded to Hibernia shareholders as of such
date. However, the exchange of FNB stock certificates for
certificates representing Hibernia Common Stock will occur after
the Effective Date of the Merger.
SHAREHOLDERS OF FNB SHOULD NOT FORWARD THEIR STOCK
CERTIFICATES TO FNB OR HIBERNIA AT THIS TIME. IF THE MERGER IS
CONSUMMATED, FNB SHAREHOLDERS WILL RECEIVE INSTRUCTIONS REGARDING
THE EXCHANGE OF THEIR CERTIFICATES FOR HIBERNIA COMMON STOCK.
For a discussion of the rights of dissenting shareholders, see
"PROPOSED MERGER -- Rights of Dissenting Shareholders."
Advice and Opinion of Financial Advisor
FNB retained the financial institutions consulting firm of
Southard Financial, Memphis, Tennessee ("Southard") to render its
opinion as to the fairness, from a financial point of view, to the
holders of FNB Common Stock of the consideration to be paid in the
Merger. In connection with this engagement, Southard evaluated the
financial terms of the Merger, but was not asked to, and did not,
recommend the specific ratio of exchange between FNB Common Stock
and Hibernia Common Stock and did not assist in the merger
negotiations. The ratio of exchange was determined by Hibernia's
and FNB's respective boards of directors after arm's length
negotiations. FNB did not place any limitations on the scope of
Southard's investigation or review.
Southard is a financial valuation consulting firm,
specializing in the valuation of closely-held companies and
financial institutions. Since its founding in 1987, Southard has
provided approximately 1,000 valuation opinions for clients in over
40 states. Further, Southard provides valuation services for
approximately 100 financial institutions annually.
Southard provided the board of FNB with a fairness opinion
letter and supporting documentation. The full text of
the opinion letter of Southard, dated October 11, 1995, which
sets forth certain assumptions made, matters considered, and
limitations on the review performed, is set forth as Appendix B to
this Proxy Statement/Prospectus and should be read in its entirety.
The summary of the opinion of Southard set forth in this Proxy
Statement/Prospectus is qualified in its entirety by reference to
the opinion.
In arriving at its opinion, Southard conducted interviews with
officers of Hibernia and FNB and reviewed the documents indicated
in the opinion letter. Southard did not independently verify the
accuracy and/or the completeness of the financial and other
information reviewed in rendering its opinion. Southard did not,
and was not requested to, solicit third party indications of
interest in acquiring any or all the assets of FNB.
In connection with rendering its opinion, Southard performed
a variety of financial analyses, which are summarized below.
Southard believes that its analyses must be considered as a whole
and that considering only selected factors could create an
incomplete view of the analyses and the process underlying the
opinion. The preparation of a fairness opinion is a complex
process involving subjective judgments and is not susceptible to
partial analyses. In its analyses, Southard made numerous
assumptions, many of which are beyond the control of FNB and
Hibernia. Any estimates contained in the analyses prepared by
Southard are not necessarily indicative of future results or
values, which may vary significantly from such estimates.
Estimates of value of companies do not purport to be appraisals or
necessarily reflect the prices at which companies or their
securities may actually be sold. None of the analyses performed by
Southard was assigned a greater significance than any other.
Dividend Yield Analysis. In evaluating the impact of the
proposed Merger on the shareholders of FNB, Southard reviewed the
dividend paying histories of FNB and Hibernia. Based on this
review, it is reasonable to expect that the shareholders of FNB, in
total, will receive dividends at or above the level currently paid
by FNB after the Merger is completed (defined as post-Merger
combined dividends per share times the exchange ratio set forth in
the Merger Agreement). Based upon 1995 expected dividend payments
for Hibernia and FNB and an exchange ratio of 92 shares of Hibernia
Common Stock for each share of FNB Common Stock, the shareholders
of FNB would see an increase in dividends of 10.0%.
Earnings Yield Analysis. In evaluating the impact of the
proposed Merger on the shareholders of FNB, Southard determined
that, based upon the exchange ratio of 92 shares of Hibernia Common
Stock for each share of FNB Common Stock, the shareholders of FNB
would see an increase of 10.0% in their share of earnings based
upon reported 1994 earnings of Hibernia and FNB. Based upon the
average of independent third party estimates of Hibernia's 1995
earnings and Southard's estimates of FNB's 1995 earnings, FNB's
shareholders would see an increase of about 2.0% over what FNB
would be expected to earn in 1995, absent the Merger.
Book Value Analysis. In evaluating the impact of the proposed
Merger on the shareholders of FNB, Southard determined that the
shareholders of FNB would have seen dilution in the book value of
their investment had the proposed Merger been consummated prior to
June 30, 1995. Reported book value of FNB at June 30, 1995 was
$590.13 per share. Reported book value of Hibernia at June 30,
1995 was $5.50 per share. Had the Merger been consummated prior to
June 30, 1995, each former FNB share would have book value of
$506.00 (Hibernia June 30, 1995 book value of $5.50 times 92
shares). This represents 86.0% of FNB's book value at June 30,
1995.
Analysis of Market Transactions. Based upon the Merger terms
and a closing price of Hibernia Common Stock of $10.00 as of
September 25, 1995, FNB shareholders would receive 156% of June 30,
1995 book value per share (177% adjusted for non-banking assets),
and 14.1 times reported 1994 earnings. Based upon the review
conducted by Southard, the pricing for FNB in the Merger is within
the range of multiples seen in recent bank acquisitions.
Fundamental Analysis. Southard reviewed the financial
characteristics of FNB and Hibernia with respect to profitability,
capital ratios, liquidity, asset quality, and other factors.
Southard compared FNB and Hibernia to a universe of publicly traded
banks and bank holding companies and to peer groups prepared by the
Federal Financial Institutions Examination Council. Southard found
that the post-merger combined entity will have capital ratios and
profitability ratios near those of the public peer group.
Liquidity. Unlike FNB stock, shares of Hibernia Common Stock
to be received in the Merger will be registered with the SEC and
Hibernia Common Stock is actively traded on the New York Stock
Exchange. Further, except in the case of officers, directors and
certain large shareholders of FNB ("affiliated parties"), Hibernia
shares received will be freely tradeable with no restrictions.
For rendering its opinion, Southard received a fee of $7,500,
plus reasonable out of pocket expenses. Southard has never been
engaged previously by FNB or Hibernia. Neither Southard nor its
principals owns an interest in the securities of FNB or Hibernia.
Surrender and Exchange of Stock Certificates
As soon as practicable after the Effective Date, the transfer
agent of Hibernia, in its capacity as Exchange Agent, will mail all
non-dissenting shareholders of FNB a letter of transmittal,
together with instructions for the exchange of their FNB Common
Stock certificates for certificates representing Hibernia Common
Stock. Until so exchanged, each certificate representing FNB
Common Stock outstanding immediately prior to the Effective Date
shall be deemed for all purposes to evidence ownership of the
number of shares of Hibernia Common Stock into which such shares
have been converted on the Effective Date. Shareholders should not
send their FNB Common Stock certificates for surrender until they
receive further instructions from the Exchange Agent.
FNB shareholders who cannot locate their FNB stock
certificates are encouraged to contact Sharon E. Knight, Secretary,
216 Lake Street, P. O. Box 832, Lake Providence, Louisiana 71254,
telephone: (318) 559-2595 prior to the Special Meeting. New
certificates will be issued to FNB shareholders who have misplaced
their certificates only if the shareholder executes an affidavit
certifying that the certificate cannot be located and agreeing to
indemnify FNB and Hibernia (as its successor), against any claim
that may be made against either of them by the owner of the lost
certificate(s). FNB or Hibernia (as its successor) may require a
shareholder to post a bond in an amount sufficient to support the
shareholder's indemnification obligation. Shareholders who have
misplaced their stock certificates and shareholders who hold
certificates in names other than their own are encouraged to
resolve those matters prior to the Effective Date of the Merger in
order to avoid delays in receiving their Hibernia Common Stock if
the Merger is approved and consummated.
Employee Benefits
Hibernia has agreed as part of the Agreement that it will
offer to all employees of FNB who are employed as of the Effective
Date and who become employees of Hibernia or HNB after the Merger,
the same employee benefits as those offered by Hibernia and HNB to
their employees, except that employees of FNB will not be required
to wait for any period in order to be eligible to participate in
Hibernia's Flex Plan (including its medical and dental coverage).
Hibernia will also give FNB employees who become Hibernia employees
full credit for their years of service (for both eligibility and
vesting) with FNB for purposes of Hibernia's 401(k) plan, the
Retirement Security Plan.
FNB intends to terminate its existing profit sharing plan and
to distribute the funds in that plan to participants promptly after
receipt of a termination letter from the Internal Revenue Service.
Distributions from this plan may be rolled over into Hibernia's
Retirement Security Plan (its 401(k) plan) by persons eligible to
participate in Hibernia's plan, as long as the legal requirements
of such rollover are met.
Expenses
The Agreement provides that all expenses incurred in
connection with the negotiation and execution of the Agreement and
the consummation of the Merger will be borne by the party that
incurred them, regardless whether the Merger is consummated.
Representations and Warranties; Conditions to the Merger; Waiver
The Agreement contains representations and warranties by FNB
regarding, among other things, its organization, authority to enter
into the Agreement, capitalization, properties, financial
statements, pending and threatened litigation, contractual
obligations and contingent liabilities. The Agreement also
contains representations and warranties by Hibernia regarding,
among other things, its organization and authority to enter into
the Agreement, capitalization, financial statements and public
reports. Except as otherwise provided in the Agreement, these
representations and warranties will not survive the Effective Date.
The obligations of Hibernia and FNB to consummate the Merger
and the Bank Merger are conditioned upon, among other things,
approval of the Agreement by FNB's shareholders; the receipt of
necessary regulatory approvals, including the approval of the OCC
and the Federal Reserve without any materially burdensome
conditions; the receipt of an opinion to the effect that the
Merger, when consummated in accordance with the terms of the
Agreement, will constitute a reorganization within the meaning of
Section 368 of the Code and that, to the extent FNB Common Stock is
exchanged for Hibernia Common Stock, FNB's shareholders will
recognize no gain or loss for federal income tax purposes with
respect to such exchange; the effectiveness under the Securities
Act of a registration statement relating to the Hibernia Common
Stock to be issued in connection with the Merger and the absence of
a stop order suspending such effectiveness; the absence of an
order, decree or injunction enjoining or prohibiting the
consummation of the Merger and the Bank Merger; the receipt of all
required state securities law permits or authorizations; the
accuracy of the representations and warranties set forth in the
Agreement as of the Closing Date; the listing of the Hibernia
Common Stock to be issued in the Merger on the NYSE; the receipt of
certain opinions of counsel; in the case of FNB, the receipt of
certain opinions of Southard Financial and, in the case of
Hibernia, the absence of an event that would preclude the Merger
from being accounted for as a pooling of interests. In this
regard, Hibernia may abandon the Merger if FNB shareholders holding
more than 10% of the outstanding FNB Common Stock exercise and
perfect dissenters' rights.
Except with respect to any required shareholder or regulatory
approval, substantially all of the conditions to consummation of
the Merger may be waived at any time by the party for whose benefit
they were created, and the Agreement may be amended or supplemented
at any time by written agreement of the parties, except that no
such waiver, amendment or supplement executed after approval of the
Agreement by FNB's shareholders may reduce the Exchange Ratio. In
addition, any material change in the terms of the Merger after the
Special Meeting would require a resolicitation of votes from FNB
shareholders.
Regulatory and Other Approvals
Hibernia is a registered bank holding company and as such is
regulated by the Federal Reserve Board. The approval of the
Federal Reserve Board of the Merger is required in order to
consummate the Merger, and the Merger must be consummated within 90
calendar days after such approval is obtained. Approval of the
Federal Reserve Board for the Merger was obtained on October __,
1995.
HNB is regulated by the OCC, and the Bank Merger consequently
must be approved by the OCC before it may be effected. The OCC has
approved the Merger.
FNB and Hibernia must wait at least 15 days after October __,
1995 (the date of Federal Reserve Board approval) before they may
consummate the Merger. During this 15-day period, the Department
of Justice may object to the Merger on antitrust grounds.
The shares of Hibernia Common Stock offered pursuant to the
Proxy Statement-Prospectus will be registered with the Securities
and Exchange Commission and the state securities regulators in
those states that require such registration. The shares will also
be listed on the NYSE.
The regulatory approvals sought in connection with the Merger
and the Bank Merger may be obtained or denied prior to or after the
Special Meeting. The vote on the Merger at the Special Meeting is
not dependent or conditioned upon receipt of any such approvals
prior to the Special Meeting. Even if the Merger is approved at
the Special Meeting, it may not be consummated thereafter. Failure
to receive the requisite regulatory approvals will result in a
termination of the Agreement.
Business Pending the Merger
Under the terms of the Agreement, neither FNB nor the Bank
may, without the prior written consent of Hibernia or as otherwise
provided in the Agreement: (i) create or issue any additional
shares of capital stock or any options or other rights to purchase
or acquire shares of capital stock; (ii) except as provided
enter into employment in the Agreement, contracts with directors,
officers or employees or otherwise agree to increase the compensation of
or pay any bonus to such persons except in accordance with existing policy;
(iii) enter into or substantially modify any employee benefits plans, except
that FNB may amend its Profit Sharing Plan in order to bring such plan into
compliance with applicable laws and regulations, and FNB may take
steps to terminate its Profit Sharing Plan, including, but not
limited to, the appointment of a successor trustee for purposes of
distributing the proceeds of the plan to participants; (iv)
establish any automatic teller machines or branch or other banking
offices; (v) make any capital expenditure(s) in excess of $100,000;
(vi) merge with any other company or bank or liquidate or otherwise
dispose of its assets; or (vii) acquire another company or bank
(except in connection with foreclosures of bona fide loan
transactions). In addition, FNB may not solicit bids or other
transactions that would result in a merger of FNB or the Bank with
an entity other than Hibernia or HNB. FNB may pay normal and
customary dividends of $5.00 per calendar quarter prior to the Closing Date.
Effective Date of the Merger; Termination
After all conditions to consummation of the Merger have been
satisfied or waived, the effective date of the Merger shall be the
date and time that the Merger will become effective as of the date
and time of the issuance by the Louisiana Secretary of State of a
certificate of merger relating to the Merger (the "Effective
Date").
Prior to the Effective Date, the Agreement may be terminated
by either party, whether before or after approval of the Agreement
and the Merger by FNB's shareholders: (i) in the event of a
material breach by the other party of any representation, warranty
or covenant which has not been cured within the period allowed by
the Agreement; (ii) if any of the conditions precedent to the
obligations of such party to consummate the Merger have not been
satisfied, fulfilled or waived as of the Closing Date; (iii) if any
application for any required federal or state regulatory approval
has been denied, and the time for all appeals of such denial has
run; (iv) if the shareholders of FNB fail to approve the Merger at
the Special Meeting; or (v) in the event that the Merger is not
consummated by February 26, 1996. The Agreement also may be
terminated at any time by the mutual consent of the parties. In
the event of termination, the Agreement becomes null and void,
except that certain provisions thereof relating to expenses and
confidentiality and the accuracy of information provided for
inclusion in the Registration Statement of which this Prospectus is
a part survive any such termination and any such termination does
not relieve any breaching party from liability for any uncured
breach of any covenant or agreement giving rise to such
termination.
Management and Operations After the Merger
On the Effective Date, FNB will be merged with and into
Hibernia. Immediately thereafter, the Bank will merge with and
into HNB and the separate existences of FNB and the Bank will
cease. The offices of the Bank will operate as branch banking
offices of HNB. The employees of the Bank on the Effective Date
will become employees of HNB as of the Effective Date and will be
employed on an "at will" basis thereafter, subject to any existing
employment agreements or similar contractual obligations assumed by
or entered into on or after the Effective Date by Hibernia or HNB.
The Boards of Directors of Hibernia and HNB following the
Merger shall consist of those persons serving as directors
immediately prior thereto. Certain information regarding the
directors of Hibernia elected at its annual meeting of shareholders
on April 18, 1995 is contained in documents incorporated herein by
reference. See "AVAILABLE INFORMATION." The directors of FNB and
the Bank will resign their positions as directors as of the
Effective Date. Some of these directors may serve on an advisory
board of Hibernia after the Merger.
Certain Differences in Rights of Shareholders
If the shareholders of FNB approve the Merger and the Merger
is subsequently consummated, all shareholders of FNB, other than
any shareholders who exercise and perfect dissenters' rights, will
become shareholders of Hibernia. As shareholders of Hibernia,
their rights will be governed by and subject to Hibernia's Articles
of Incorporation and Bylaws, rather than FNB's Articles of
Incorporation and Bylaws. The following is a summary of the
principal differences between the rights of shareholders of FNB and
Hibernia not described elsewhere in this Proxy Statement-
Prospectus.
Liquidity of Stock. There currently is no ready market for
the shares of FNB Common Stock, and such a market is not likely to
develop in the future. The shares of Hibernia Common Stock that
will be issued in the Merger will be registered under applicable
securities laws and may therefore be freely resold by persons who
are not "affiliates" of FNB or Hibernia. In addition, the Hibernia
Common Stock is listed on the NYSE and actively traded on that
exchange. Current quotes of the market price of Hibernia Common
Stock are available from brokerage firms and other securities
professionals, as well as other sources, and are published in major
newspapers on a daily basis.
Removal of Directors. Shareholders of Hibernia may remove a
director for cause (defined as gross negligence or wilful
misconduct) by the vote of a majority of the total voting power and
may remove a director without cause by a vote of two-thirds of the
total voting power. One or more directors of FNB may be removed,
with cause, by the affirmative vote of a majority of the shares
entitled to vote on the election of directors present at a meeting
expressly called for that purpose.
Amendment of Bylaws. The Bylaws of Hibernia may be amended or
repealed by a vote of two-thirds of the total voting power
outstanding or by a vote of two-thirds of the "continuing
directors" of the company, as defined in the Bylaws. A "continuing
director" for this purpose is generally a director who was
nominated for election by a majority of the existing directors.
The Bylaws of FNB may be amended by the Board of Directors and the
shareholders, by a majority of the Directors and/or shareholders at
a duly called meeting.
Special Meetings of Shareholders. Special meetings of the
shareholders of Hibernia may be called by the Chairman of the
Board, the President, the Chief Executive Officer or the Treasurer
of Hibernia. In addition, shareholders holding one-fifth or more
of the total voting power of Hibernia may request a special meeting
of shareholders and, upon receipt of such request, the Secretary of
Hibernia is required to call a special meeting of the shareholders.
A special meeting of shareholders of FNB may be called at any time
by the President, the Board of Directors, or the holders of not
less than fifty percent (50%) of all shares entitled to vote at
such meeting.
Shareholder Proposals. Hibernia's Bylaws contain certain
provisions expressly allowing shareholders to submit shareholder
proposals and to nominate individuals for election as directors,
under certain circumstances and provided the shareholder complies
with all of the conditions set forth in those provisions. FNB's
bylaws contain no specific provisions relating to shareholder
proposals.
Certain Transfer Restrictions Relating to 5-Percent
Shareholders. Article IX of Hibernia's Articles of Incorporation
restricts transfers of equity interests in Hibernia under certain
circumstances. This restriction (the "5-Percent Restriction") is
intended to protect Hibernia from certain transfers of equity
interests which could have a material adverse effect on Hibernia's
ability to use certain tax benefits to reduce its taxable income.
Under the 5-Percent Restriction, if, before December 29, 1995, a
shareholder transfers or agrees to transfer Hibernia stock or stock
equivalents, the transfer will be prohibited and void to the extent
that it would result under applicable Federal income tax rules in
the identification of a new "5-percent shareholder" of Hibernia or
an increase in the percentage stock ownership of any existing "5-
percent shareholder" is increased.
The 5-Percent Restriction does not apply to any transfer
which has been approved in advance by the Board of Directors of
Hibernia, or which is made in compliance with exceptions
established from time to time by resolution of the Board of
Directors. The Board of Directors may withhold its approval of a
transfer only if, in its judgment, the transfer may result in any
limitation on the use by Hibernia of its net operating loss
carryforwards or built-in tax losses or other tax attributes. The
Board of Directors may adopt further resolutions exempting
additional transfers from the 5-Percent Restriction.
The 5-Percent Restriction may adversely affect the
marketability of the Hibernia Common Stock by discouraging
potential investors from acquiring equity securities of Hibernia.
However, since its adoption in September 1992, the 5-Percent
Restriction does not appear to have had any such adverse affect on
the marketability of the Hibernia Common Stock.
While the 5-Percent Restriction may have the effect of
impeding a shareholder's attempt to acquire a significant or
controlling interest in Hibernia, the purpose of the 5-Percent
Restriction is to preserve the tax benefits of Hibernia's previous
losses, not to insulate management from change. Management of
Hibernia believes the tax benefits outweigh any anti-takeover
impact of the 5-Percent Restriction. Any anti-takeover effect of
the 5-Percent Restriction will end with the termination of the 5-
Percent Restriction on December 29, 1995.
Interests of Certain Persons in the Merger
Indemnification of FNB Directors. The terms of the Merger
include certain provisions that protect the officers and directors
of FNB and the Bank from and against liability for actions arising
while they served in those capacities for FNB and/or the Bank. The
Agreement provides for indemnification of such persons to the same
extent as they would have been indemnified under the Articles of
Incorporation and Bylaws of Hibernia in effect on June 15, 1995,
except that the Agreement limits Hibernia's aggregate liability for
such indemnification to $2 million and requires each officer and
director eligible for such indemnification to execute a joinder
agreement in which such persons agree to cooperate with Hibernia in
any litigation or proceeding giving rise to a claim of
indemnification. The indemnification provisions of the Agreement
do not apply to claims of which such persons were aware or should
have been aware on or prior to the Closing Date as to which either
of FNB's or the Bank's director and officer liability insurance
carrier was not notified prior to the Closing.
The Agreement also provides for indemnification of FNB's
officers, directors and certain affiliates from and against
liability arising under the Securities Act or otherwise if such
liability arises out of or is based on an untrue statement or
omission of a material fact required to be stated therein or
necessary to make the statements made therein not misleading. This
indemnification does not apply to statements made in reliance on
information furnished to Hibernia by FNB for use in the
Registration Statement, including this Proxy Statement-Prospectus.
Employment Agreements. Hibernia intends to execute,
contemporaneously with consummation of the Merger, employment
agreements with H. Graham Schneider, Chairman of FNB; James J.
Schneider, President of FNB; Raymond G. Dickerson, Vice President
of FNB; and Sharon E. Knight, Executive Vice President and Secretary of FNB.
These contracts provide employment for certain periods after the date thereof
(depending on the person) and salaries at the levels currently
earned by those individuals, with annual salary increases and
bonuses based upon Hibernia's policies and the performance of each
individual. James J. Schneider's employment contract period is for
three years from January 1, 1996; Raymond G. Dickerson's and Sharon E. Knight's
are for two years from January 1, 1996; and H. Graham Schneider's is for one
year from January 1, 1996. Each contract may be terminated for cause by
Hibernia without liability for further payments thereunder. The agreements may
also be terminated without cause by Hibernia or for "good reason", as defined
therein, by the individual, which termination would require Hibernia to pay
the individual the salary provided for therein for the remainder of
the unexpired term of the contract. For purposes of these
contracts, "good reason" is generally defined as a material
diminution or other adverse change in the duties and
responsibilities of the employee or requiring the employee to
relocate without his consent.
Advisory Board of Directors. If the Merger occurs, HNB may
invite some of the members of FNB's or the Bank's Board of
Directors to serve on the Advisory Board of Hibernia headquartered
in Monroe. The Advisory Board meets periodically at the discretion
of the City President in Monroe, and members of the Advisory Board
are paid for attendance at those meetings.
Material Tax Consequences
The following is a summary description of the material income
tax consequences of the Merger; it is not intended to be a
complete description of the federal income tax consequences of the
Merger. Tax laws are complex, and each shareholder's individual
circumstances may affect the tax consequences to such shareholder.
In addition, no information is provided with respect to the tax
consequences of the Merger under applicable state, local or other
tax laws. Each shareholder is therefore urged to consult a tax
advisor regarding the tax consequences of the Merger to him or her.
Consummation of the Merger is conditioned upon the receipt of
an opinion to the effect that the Merger, when consummated in
accordance with the terms of the Agreement will constitute a
reorganization within the meaning of Section 368 of the Code, and
that the exchange of FNB Common Stock for Hibernia Common Stock
will not give rise to the recognition of gain or loss for federal
income tax purposes to FNB's shareholders with respect to such
exchange. See "PROPOSED MERGER -- Representations and Warranties;
Conditions to the Merger; Waiver."
If the Merger constitutes a reorganization within the meaning
of Section 368 of the Code: (i) no gain or loss will be recognized
by FNB, the Bank, Hibernia or HNB by reason of the Merger; (ii) a
shareholder of FNB will not recognize any gain or loss for federal
income tax purposes to the extent Hibernia Common Stock is received
in the Merger in exchange for FNB Common Stock; (iii) the tax basis
in the Hibernia Common Stock received by a shareholder of FNB will
be the same as the tax basis in the FNB Common Stock surrendered in
exchange therefor; and (iv) the holding period, for federal income
tax purposes, for Hibernia Common Stock received in exchange for
FNB Common Stock will include the period during which the
shareholder held the FNB Common Stock surrendered in the exchange,
provided that the FNB Common Stock was held as a capital asset at
the Effective Date.
The Louisiana income tax treatment to the shareholders of FNB
should be substantially the same as the federal income tax
treatment to the shareholders of FNB described above. Shareholders
residing in states other than Louisiana are encouraged to consult
their tax advisors regarding the state income tax implications of
the Merger to them.
The parties have received the opinion of Ernst & Young LLP,
certified public accountants, to the effect that the Merger, if
consummated in accordance with the terms of the Agreement, will
constitute a reorganization for purposes of Section 368 of the Code
and will have the tax effects described in this section. A copy of
the form of opinion of Ernst & Young LLP in this regard is attached
hereto as Appendix D. As noted in the opinion, the opinion is
based upon certain representations and assumptions described
therein. Shareholders of FNB are urged to review the full text of
the opinion of Ernst & Young LLP attached hereto as Appendix D with
regard to the tax consequences of the Merger to them.
For information regarding the federal income tax consequences
of cash payments received by dissenting shareholders, see "PROPOSED
MERGER -- Rights of Dissenting Shareholders."
Resale of Hibernia Common Stock
The shares of Hibernia Common Stock issuable to shareholders
of FNB upon consummation of the Merger have been registered under
the Securities Act. It is a condition to closing of the Merger
that all shares of Hibernia Common Stock issued in connection with
the Merger be approved for listing, upon official notice of
issuance, on the NYSE. Such shares may be traded freely by those
shareholders not deemed to be affiliates of FNB as that term is
defined under the Securities Act. The term "affiliate" generally
means each person who controls, or is a member of a group that
controls, or who is under common control with, FNB, and for
purposes hereof could be deemed to include all executive officers,
directors and 10% shareholders of FNB.
Hibernia Common Stock received and beneficially owned by those
shareholders who are deemed to be affiliates of FNB may be resold
without registration as provided by Rule 145, or as otherwise
permitted, under the Securities Act. Such affiliates, provided
they are not affiliates of Hibernia Corporation, may publicly
resell Hibernia Common Stock received by them in the Merger subject
to certain limitations, principally as to the manner of sale,
during the two years following the Effective Date. After the two-
year period, such affiliates may resell their shares without
restriction. In addition, shares of Hibernia Common Stock issued
to affiliates of FNB in the Merger will not be transferable until
financial statements pertaining to at least 30 days of post-Merger
combined operations of Hibernia and FNB have been published, in
order to satisfy certain requirements of the Securities and
Exchange Commission relating to pooling-of-interests accounting
treatment.
The Agreement provides that FNB will use its best efforts to
identify those persons who may be deemed to be affiliates of FNB
and to cause each person so identified to deliver to Hibernia a
written agreement providing that such person will not dispose of
FNB Common Stock or Hibernia Common Stock received in the Merger
except in compliance with the Securities Act, the rules and
regulations promulgated thereunder and the Commission's rules
relating to pooling-of-interests accounting treatment. In
addition, Hibernia intends to place stop transfer instructions with
its transfer agent regarding Hibernia Common Stock issued to
affiliates of FNB.
Rights of Dissenting Shareholders
Each FNB shareholder who objects to the Merger is entitled to
the rights and remedies of dissenting shareholders provided in
Louisiana Revised Statutes Section 12:131 of the LBCL, a copy of
which is set forth as Appendix C hereto.
Section 131 provides that shareholders of Louisiana
corporations who vote against a merger have the right to dissent if
the merger is authorized by less than 80% of the total voting power
of the corporation. In order to so dissent, the shareholder must
file with the corporation a written objection to the merger, which
objection must be filed with the corporation prior to or at the
meeting at which the vote is taken. In addition, the shareholder
must vote against the merger at the meeting. If the merger is
approved by less than 80% of the total voting power of the
corporation, the corporation must provide by registered mail notice
of such vote to shareholders who filed a written objection and
voted against the merger. A dissenting shareholder must then file
with the company a written demand for the fair cash value of his
shares as of the date before the vote was taken. The demand must
be made within twenty days of the mailing of the notice from the
corporation and must include the fair value being requested by the
dissenting shareholder. The shareholder must also include in the
demand a post office address to which the corporation's reply may
be sent and must deposit his shares in escrow at a bank, duly
endorsed and transferred to the corporation on the sole condition
that the fair value be paid. If the corporation does not agree
with the fair value requested by the dissenting shareholder, it
must notify the shareholder within twenty days after receipt of the
shareholder's demand and state in such notice the value it is
willing to pay for the shares. If a disagreement continues over
the fair value, the LBCL provides a method for determination of
fair value by a district court in the parish in which the
corporation (if it still exists) or the merged corporation has its
registered office.
The amount received by a dissenting shareholder may be more or
less than, or equal to, the value of the Hibernia Common Stock
received by other FNB shareholders in the Merger.
Shareholders who file a demand for payment of fair value cease
to have any rights as shareholders of the corporation thereafter.
Also, shareholders may withdraw their demand at any time before the
corporation gives notice of disagreement. Withdrawal of a demand
thereafter requires the written consent of the corporation in order
to be effective.
Each step must be taken in strict compliance with the
applicable provisions of the statute in order for holders of FNB
Common Stock to perfect dissenters' rights. Shareholders of FNB
will lose their right to dissent from the Merger unless they both
(i) file with FNB a written objection to the Agreement and the
Merger prior to or at the Special Meeting and (ii) vote their
shares (in person or by proxy) against the Merger at the Special
Meeting.
Cash received by a dissenting shareholder of FNB in exchange
for his or her FNB stock will generally be subject to state and
federal income tax and should be treated as having been received by
such shareholder as a distribution in redemption of his or her
stock, subject to the provisions and limitations of Section 302 of
the Code. If, as a result of such distribution, a shareholder owns
no stock either directly or through the application of Section
318(a) of the Code, the redemption should be a complete termination
of interest within the meaning of Section 302(b)(3) of the Code and
such cash will be treated as a distribution in full payment in
exchange for his or her stock, as provided by Section 302(a) of the
Code. In that case, the shareholder would recognize ordinary
income, or capital gain, as the case may be, in an amount equal to
the difference between the amount of cash received in redemption of
his shares and his basis in his FNB shares. The Louisiana income
tax treatment to dissenting shareholders of FNB will be
substantially the same as the federal income tax treatment to such
shareholders. Shareholders residing outside of Louisiana should
consult their tax advisors as to the state income tax consequences
of exercising dissenters' rights.
Dividend Reinvestment Plan
Hibernia Corporation maintains a Dividend Reinvestment Plan
through which shareholders of Hibernia who participate in the plan
may reinvest dividends in Hibernia Common Stock. Shares are
purchased for participants in the plan at their market value as
determined by the market price of the stock as listed on the NYSE.
The plan also permits participants to purchase additional shares
with cash at the then-current market price. All shares purchased
through the plan are held in a separate account for each
participant maintained by Hibernia's transfer agent. Shareholders
who participate in the Dividend Reinvestment Plan purchase shares
through the plan without paying brokerage commissions or other
costs ordinarily associated with open market purchases of stock.
It is anticipated that the Dividend Reinvestment Plan will continue
after the Effective Date and that shareholders of FNB who become
shareholders of Hibernia will have the same opportunity to
participate in the plan as other shareholders of Hibernia.
Accounting Treatment
It is anticipated that the Merger will be accounted for as a
pooling of interests. In order for the Merger to qualify for
pooling-of-interests accounting treatment, 90% or more of the
outstanding FNB Common Stock must be exchanged for Hibernia Common
Stock. If holders of more than 10% of the outstanding FNB Common
Stock exercise and perfect dissenters' rights, the Merger will not
qualify for pooling-of-interest accounting. Also, in order for the
pooling-of-interests accounting method to apply, "affiliates" of
FNB cannot reduce their holdings of Hibernia Common Stock received
in the Merger for a period beginning 30 days prior to the Effective
Date and ending upon the publication of at least 30 days of post-
Merger combined operations of FNB and Hibernia. Persons believed
by FNB to be "affiliates" have agreed to comply with these
restrictions.
FNB has agreed to use its best efforts to permit the
transaction to be accounted for as a pooling of interests.
Hibernia is not obligated to consummate the Merger if the Merger
does not qualify for pooling-of-interests accounting treatment.
CERTAIN REGULATORY CONSIDERATIONS
General
As a bank holding company, Hibernia is subject to the
regulation and supervision of the Federal Reserve Board. Under the
Bank Holding Company Act of 1956 (the "BHCA"), bank holding
companies may not directly or indirectly acquire the ownership or
control of more than 5% of the voting shares or substantially all
of the assets of any company, including a bank, without the prior
approval of the Federal Reserve Board. In addition, bank holding
companies are generally prohibited from engaging under the BHCA in
nonbanking activities, subject to certain exceptions.
Hibernia's banking subsidiary, Hibernia National Bank, is
subject to supervision and examination by applicable federal and
state banking agencies. HNB is a national banking association
subject to the regulation and supervision of the Comptroller of the
Currency (the "Comptroller"). HNB is also subject to various
requirements and restrictions under federal and state law,
including requirements to maintain reserves against deposits,
restrictions on the types and amounts of loans that may be granted
and the interest that may be charged thereon and limitations on the
types of investments that may be made and the types of services
that may be offered. Various consumer laws and regulations also
affect the operations of HNB. In addition to the impact of
regulation, commercial banks are affected significantly by the
actions of the Federal Reserve Board as it attempts to control the
money supply and credit availability in order to influence the
economy.
Payment of Dividends
Hibernia generally depends upon payment of dividends by HNB in
order to pay dividends to its shareholders and to meet its other
needs for cash to pay expenses. Hibernia derives substantially all
of its income from the payment of dividends by HNB, and its ability
to pay dividends is affected by the ability of HNB to pay
dividends. HNB is subject to various statutory restrictions on its
ability to pay dividends to Hibernia. Under such restrictions, the
amount available for payment of dividends to Hibernia by HNB was
approximately $175 million at July 1, 1995. In addition, the OCC
has the authority to prohibit any national bank from engaging in an
unsafe or unsound practice, and the OCC has indicated its view that
it generally would be an unsafe and unsound practice to pay
dividends except out of current operating earnings. The ability of
HNB to pay dividends in the future is presently, and could be
further, influenced by bank regulatory policies or agreements and
by capital guidelines. Additional information in this regard is
contained in documents incorporated by reference herein. See
"AVAILABLE INFORMATION."
In addition, consistent with its policy regarding bank holding
companies serving as a source of strength for their subsidiary
banks, the Federal Reserve Board has stated that, as a matter of
prudent banking, a bank holding company generally should not
maintain a rate of cash dividends unless its net income available
to common stockholders has been sufficient to fully fund the
dividends, and the prospective rate of earnings retention appears
to be consistent with the holding company's capital needs, asset
quality and overall financial conditions.
Restrictions on Extensions of Credit
HNB is subject to restrictions imposed by federal law on the
ability of any national bank to extend credit to affiliates,
including Hibernia, to purchase the assets thereof, to issue a
guarantee, acceptance or letter of credit on their behalf
(including an endorsement or standby letter of credit) or to
purchase or invest in the stock or securities thereof or to take
such stock or securities as collateral for loans to any borrower.
Such extensions of credit and issuances generally must be secured
by eligible collateral and are generally limited to 15% of HNB's
capital and surplus.
CERTAIN INFORMATION CONCERNING FNB
Description of Business
General. FNB is a registered bank holding company
headquartered in Lake Providence, Louisiana that was incorporated
under the laws of Louisiana on January 21, 1985. FNB engages in
the banking business through its subsidiary, The First National
Bank of Lake Providence (the "Bank"). As of June 30, 1995, FNB's
consolidated assets were equal to $53 million.
The Bank is located in East Carroll Parish, Louisiana (which
Parish has approximately 9,000 residents) and the Bank operates one
branch office in Oak Grove, West Carroll Parish, Louisiana. As of
June 30, 1995, the Bank had total assets of approximately $51.6
million and deposits of approximately $45.8 million.
The Bank provides a wide range of retail banking services,
including checking and savings accounts; certificates of deposit;
individual retirement accounts; commercial, real estate, consumer
and agricultural loans; and safe deposit boxes.
There is no individual customer or group of customers the loss
of which would have a material adverse effect on the operations of
the Bank. Except for loans to finance farm production and for
other agricultural related purposes, no significant portion of the
Bank' loans is concentrated within a single industry or group of
related industries.
Properties. The Bank operates in two locations: one in Lake
Providence, Louisiana at 216 Lake Street and one in Oak Grove at
702 East Main Street. Each of the properties on which branches or
offices of the Bank are located are owned by FNB or the Bank or
operated under leases with third parties, the terms of which are
fair to the Bank and provide for rent in amounts that do not exceed
the rates charged for similar properties to other entities in the
relevant markets.
Employees. The Bank had 22 full-time equivalent employees as
of June 30, 1995. FNB has no employees that are not otherwise
employed by the Bank.
Competitive Conditions. The principal markets in which FNB
competes are East Carroll and West Carroll Parishes. For deposits
and loans, FNB competes with other banks, savings institutions,
credit unions, finance companies, mortgage companies, insurance
companies, governmental agencies and other financial institutions.
Legal Proceedings. FNB and its subsidiaries are parties to
certain legal proceedings and litigation that arise in the ordinary
course of their businesses that are not expected to have a material
impact on FNB's consolidated operations or financial condition.
Ownership of FNB Common Stock and Dividends
Market Prices. As of the Record Date, there were 9,670 shares
of FNB Common Stock outstanding and approximately 62 shareholders
of record of such shares. There is no established trading market
for FNB Common Stock, and it has been subject to only limited
trading. The shares are not listed on any exchange or quoted on
any automated quotation system, and no institution makes a market
in the stock.
Ownership of Principal Shareholders. Except for the FNB
Common Stock, FNB has no other class of voting securities issued or
outstanding. The following table provides information concerning
persons known to FNB to be beneficial owners, directly or
indirectly, of more than 5% of the outstanding shares of FNB Common
Stock, as of the Record Date. Except as set forth below, no person
is known by FNB as of such date to be the beneficial owner of more
than 5% of the outstanding voting securities of FNB. Unless
otherwise noted, the named persons own the shares directly and have
sole voting and investment power with respect to the shares
indicated.
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership % of Class
Katherine P. Hill 502 5.19%
2421 Belcher Drive
Montgomery, AL 36111
H. Graham Schneider 2,767 (1) 28.61%
P. O. Box 711
Lake Providence, LA 71254
Harry G. Schneider, Jr. 1,110 (2) 11.48%
P. O. Box 711
Lake Providence, LA 71254
James J. Schneider 1,624 (3) 16.79%
P. O. Box 711
Lake Providence, LA 71254
Samuel L. Schneider 1,125 (4) 11.63%
P. O. Box 711
Lake Providence, LA 71254
_______________________________
(1) Includes 150 shares held in the name of Mr. Schneider's
spouse.
(2) All shares are held in a trust for the benefit of Mr.
Schneider.
(3) Includes 1,110 shares held in a trust for the benefit of Mr.
Schneider; 14 shares held in the name of Mr. Schneider's spouse;
and 450 shares held in the names of Mr. Schneider's three minor
children.
(4) Includes 1,110 shares held in a trust for the benefit of Mr.
Schneider.
Ownership of Directors and Executive Officers of FNB. The
following table provides information concerning the shares of FNB
Common Stock beneficially owned, directly or indirectly, by each
director and executive officer of FNB, and all directors and
executive officers as a group, as of the Record Date. Unless
otherwise noted, the named persons have sole voting and investment
power with respect to the shares indicated.
Name Number of Shares % of Class
Raymond G. Dickerson 66 .68%
Sharon E. Knight 75 .78%
Frederick H. Schneider, III 165 1.71%
H. Graham Schneider 2,767 (1) 28.61%
James J. Schneider 1,624 (2) 16.79%
Thomas H. Shields, Jr. 128 1.32%
All Directors and Executive
Officers as a Group 4,825 49.9%
___________________________
(1) Includes 150 shares held in the name of Mr. Schneider's
spouse.
(2) Includes 1,110 shares held in a trust for the benefit of Mr.
Schneider; 14 shares held in the name of Mr. Schneider's spouse;
and 450 shares held in the names of Mr. Schneider's three minor
children.
Market Prices. FNB Common Stock is not traded on any exchange
or in any other established public trading market. Consequently,
there is no market price information available for FNB Common
Stock.
Dividends. FNB has paid dividends to its shareholders in each
of the last three fiscal years, including $15.00 per share in 1994,
$9.00 per share in 1993 and $4.00 per share in 1992. Additional
dividends of $5.00 per calendar quarter are planned prior to the
Effective Date of the Merger.
FNB's ability to pay dividends is dependent upon the earnings
and financial condition of the Bank, since all of the funds used by
FNB to pay dividends are derived from dividends paid by the Bank to
FNB.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF FNB
The following discussion provides certain information
concerning FNB's financial condition and results of operations.
For a more complete understanding of the following discussion,
reference should be made to the financial statements of FNB and
related notes thereto presented elsewhere in this Proxy Statement-
Prospectus.
Results of Operations - June 30, 1995 Compared to June 30,
1994. Net income for the six months ended June 30, 1995 was
$441,565 or approximately $217,460 more than the six months ended
June 30, 1994 net income of $224,105. The increase in net income
was primarily due to an increase of approximately $278,282 in net
interest income, a decrease in the provision for loan losses of
$65,000, and an increase in the provision for income taxes of
approximately $123,713.
Return on average assets for the six months ended June 30,
1995 was 1.58% annualized compared to .86% annualized for the six
months ended June 30, 1994. Return on average shareholders' equity
was 15.96% and 9.04% annualized for the six month periods ended
June 30, 1995 and 1994, respectively.
The Bank's provisions for loan losses is, in management's
opinion, sufficient to maintain an adequate allowance for loan
losses and to support increases in the loan portfolio. The
provision for loan losses was $10,000 and $75,000 for the six month
periods ended June 30, 1995 and 1994, respectively.
Net interest income is the major component of FNB's income.
Net interest income for the six months ended June 30, 1995 was
$1,257,626 as compared $979,344 for the six months ended June 30,
1994. The increase in net interest income was primarily
attributable to an increase in yields on average earning assets
during the six months ended June 30, 1995.
Noninterest income was $145,222 for the six months ended June
30, 1995, a decrease of approximately $15,383 over the six months
ended June 30, 1994. The primary sources of noninterest income
were service charges and fees on deposit accounts and other fees
and charges.
Noninterest expenses were $746,678 for the six months ended
June 30, 1995 or approximately 5.35% less than the $788,898 for the
six months ended June 30, 1994. Salaries and employee benefits
increased a combined $13,455 or 3.27%. Occupancy expense decreased
$72,217. The decrease was due to higher than normal building
repair and maintenance expenses incurred in 1994. Other
noninterest expenses increased $16,542.
Financial Condition - June 30, 1995 Compared to June 30, 1994.
Total assets of FNB continued to grow, increasing 3.95% over total
assets at June 30, 1994. Loans, net of unearned interest income,
increased $3,390,813 or 15.01%, accounting for the largest portion
of the increase.
Loans, net of unearned interest income, increased $3,390,813
to $25,985,156 at June 30, 1995 compared to $22,594,343 at June 30,
1994. The allowance for loan losses at June 30, 1995 was $276,658,
an increase of $26,998 over the allowance at June 30, 1994. The
adequacy of the allowance for loan losses is determined on an
ongoing basis using historical loan loss experience of the Bank,
portfolio growth and asset quality trends, and economic conditions
within the Bank's trade area. Additional allocations are made to
the allowance for specifically identified potential losses in the
portfolio. The allowance for loan losses was 1.06% of loans
outstanding, net of unearned interest income, at June 30, 1995
compared to 1.10% at June 30, 1994.
Total deposits grew 1.53% to $45,802,001 at June 30, 1995 as
compared to $45,111,416 at June 30, 1994.
Total stockholders' equity at June 30, 1995 was $5,706,560, an
increase of $666,007 since June 30, 1994.
At June 30, 1995, a significant portion of the loan portfolio
consisted of loans for agriculturally related purposes.
Results of Operation - 1994 Compared to 1993. Net income for
the year 1994 was $632,277 or approximately $50,349 less than 1993
net income. The decrease in 1994 was primarily due to the adoption
of Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes", in 1993 which resulted in an increase of 1993
income of approximately $82,371. Other changes affecting net
income for 1994 were an increase of approximately $85,487 in net
interest income, an increase in the provision for loan losses of
$90,000, an increase in the provision for income taxes of
approximately $31,593, and an increase in noninterest and other
income of approximately $59,790. Net income per share was $65.39
in 1994 compared to $61.69 in 1993.
Return on average assets for the year 1994 was 1.13% compared
to 1.16% for 1993. Return on average equity was 12.35% and 13.03%
in 1994 and 1993, respectively. FNB paid dividends of $15.00 per
share in 1994 as compared to $9.00 per share in 1993.
The Bank's provision for loan losses is, in management's
opinion, sufficient to maintain an adequate allowance for loan
losses and to support increases in the loan portfolio. The
provision for loan losses for 1994 was $100,000 compared to $10,000
in 1993. Net loans charged off in 1994 were $168,841 versus
$114,494 in 1993.
Net interest income is the major component of FNB's income.
Net interest income for the year 1994 was $2,093,158, an increase
of approximately $85,487 over the amount reported for the year
1993.
Noninterest income was $322,250 in 1994, an increase of
approximately $5,929 over 1993. The primary sources of noninterest
income were service charges and fees on deposit accounts and other
fees and charges.
Noninterest expenses were $1,513,339 in 1994, or approximately
.55% less than the $1,521,677 reported for 1993. Salaries and
employee benefits decreased a combined $855 or .10%. Occupancy
expense increased $27,654. Other noninterest expense decreased
$35,137.
Financial Condition - 1994 Compared to 1993. Total assets of
FNB continued to grow in 1994, increasing 12.04% over total assets
at December 31, 1993. Investment securities increased $5,255,542,
or 20.60%, accounting for the largest portion of the increase.
Effective January 1, 1994, FNB adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities." All the investment securities
portfolio was classified as "held to maturity" in the first quarter
for 1994.
Loans, net of unearned interest income, increased $965,896 to
$19,073,775 at December 31, 1994 compared to $18,107,879 at
December 31, 1993. The allowance for loan losses at December 31,
1994 was $279,595, a decrease of $68,841 below the balance at
December 31, 1993. The adequacy of the allowance for loan losses
is determined on an ongoing basis using historical loan loss
experience of the Bank, portfolio growth and asset quality trends,
and economic condition within the Bank's trade area. Additional
allocations are made to the allowance for specifically identified
potential losses in the portfolio. The allowance for loan losses
was 1.47% of loans outstanding, net of unearned interest income, at
December 31, 1994 compared to 1.92% at December 31, 1993.
Total deposits grew 12.22% to $53,259,340 at December 31, 1994
as compared to $47,458,395 at December 1993.
Total stockholders' equity at December 31, 1994 was
$5,361,695, an increase of $487,227 since December 31, 1993.
At December 31, 1994, a significant portion of the loan
portfolio consisted of loans for agriculture or agriculturally
related purposes.
Results of Operation - 1993 Compared to 1992. Net income for
1993 was $682,625 or approximately $36,965 more than 1992 net
income. The increase in 1993 was primarily due to the adoption of
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes", in 1993 which resulted in an increase of 1993
income of approximately $82,371. Other changes affecting net
income for 1993 were a decrease of approximately $29,221 in net
interest income, a decrease in the provision for loan losses of
$30,000, a decrease in the provision for income taxes of
approximately $11,776, and an increase in noninterest expense of
approximately $78,922. Net income per share was $61.69 in 1993
compared to $63.89 in 1992.
Return on average assets for the year 1993 was 1.16% compared
to 1.28% for 1992. Return on average equity was 13.03% and 15.94%
in 1993 and 1992, respectively. FNB paid dividends of $8.98 per
share in 1993 as compared to $3.99 per share in 1992.
The Bank's provision for loan losses is, in management's
opinion, sufficient to maintain an adequate allowance for loan
losses and to support increases in the loan portfolio. The
provision for loan losses for 1993 was $10,000 compared to $40,000
in 1992. Net loans charged off in 1993 were $114,494 versus
$40,384 in 1992.
Net interest income is the major component of FNB Bancshares,
Inc.'s income. Net interest income for the year 1993 was
$2,007,671, a decrease of approximately $29,221 under the amount
reported for 1992.
Noninterest income was $316,320 in 1993, a decrease of
approximately $3,965. The primary sources of noninterest income
were service charges and fees on deposit accounts and other fees
and charges.
Noninterest expenses were $1,521,677 in 1993, or approximately
5.47% more than the $1,442,755 reported for 1992. Salaries and
employee benefits increased a combined $32,059 or 4.08%. Occupancy
expense increased $9,101. Other noninterest expense increased
$37,762.
Financial Condition - 1993 Compared to 1992. Total assets of
FNB continued to grow in 1993, increasing 2.57% over total assets
at December 31, 1992. Federal funds sold increased $2,775,000, or
104.72%, accounting for the largest portion of the increase.
Loans, net of unearned interest income, increased $113,784 to
$18,107,879 at December 31, 1993 compared to $17,974,095 at
December 31, 1992. The allowance for loan losses at December 31,
1993 was $348,436, a decrease of $104,494 below the balance at
December 31, 1992. The adequacy of the allowance for loan losses
is determined on an ongoing basis using historical loan loss
experience of the Bank, portfolio growth and assets quality trends,
and economic condition within the Bank's trade area. Additional
allocations are made to the allowance for specifically identified
potential losses in the portfolio. The allowance for loan losses
was 1.92% of loans outstanding, net of unearned interest income, at
December 31, 1993 compared to 2.52% at December 31, 1992.
Total deposits grew 1.70% to $47,458,395 at December 31, 1993
as compared to $46,660,901 at December 31, 1992.
Total stockholders' equity at December 31, 1993 was
$4,874,468, an increase of $535,342 since December 31, 1992.
At December 31, 1993, a significant portion of the loan
portfolio consisted of loans for agriculture or agriculturally
related purposes.
<TABLE>
<CAPTION>
Selected Statistical Data
Loans by Type
(In Thousands)
<S> <C> <C> <C> <C>
Description 6/30/95 6/30/94 12/31/94 12/31/93
Real Estate $11,595 $10,339 $11,774 $ 9,766
Commercial 1,319 1,577 1,611 1,742
Consumer 1,426 1,347 1,347 1,314
Other (Agri crop
& other) 11,792 9,501 4,504 5,471
26,132 22,764 19,236 18,293
Unearned interest
& fees 147 169 162 185
Allowance for loan
losses 277 250 280 348
Loans, net 25,708 22,345 18,794 17,760
</TABLE>
<TABLE>
<CAPTION>
Nonaccrual, Past Due and Restructured Loans
(In Thousands)
<S> <C> <C> <C> <C>
6/30/95 6/30/94 12/31/94 12/31/93
Accruing loans contractually
90 days or more as to interest
or principal payments $ 87 $137 $ 77 $102
Nonaccrual loans 0 0 0 52
Restructured loans 0 0 0 0
Total nonperforming loans 87 137 77 154
</TABLE>
<TABLE>
<CAPTION>
Analysis of Allowance for Loan Losses
(In Thousands)
Six Months Ending Fiscal Year Ending
June 30 December 31
<S> <C> <C> <C> <C>
1995 1994 1994 1993
Balance, beginning of period $280 $348 $348 $453
Amounts charged off:
Real Estate 0 0 0 80
Commercial 13 180 202 33
Consumer 0 0 2 8
Total charged off 13 180 204 121
Recoveries on amounts
charged off:
Real Estate 0 7 36 3
Commercial 0 0 0 0
Consumer 0 0 0 3
Total recoveries 0 7 36 6
Net charge-offs 13 173 168 115
Provision for loan losses 10 75 100 10
Balance, end of period 277 250 280 348
Ratio of net charge-offs during
the period to average loans
outstanding during the period .06% .85% .90% .64%
</TABLE>
<TABLE>
<CAPTION>
Average Deposit Distribution and Average Interest Rates
(Dollars in Thousands)
YEAR ENDED December 31, 1994 December 31, 1993
Average Interest Average Average Interest Average
Balance Expense Rate Balance Expense Rate
<S> <C> <C> <C> <C> <C> <C>
Noninterest bearing
accounts $ 8,177 $ 0 N/A $ 6,719 $ 0 N/A
NOW accounts 6,387 195 3.55% 5,567 179 3.19%
Money market accounts 10,801 352 3.94% 9,332 291 3.13%
Savings accounts 2,905 146 3.46% 4,239 140 3.45%
Certificates of deposit
$100,000 and greater 4,172 194 4.72% 4,763 207 4.56%
Less than $100,000 15,547 657 5.06% 15,127 624 4.16%
Total 47,989 1,544 45,747 1,441
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED June 30, 1995 June 30, 1994
Average Interest Average Average Interest Average
Balance Expense Rate Balance Expense Rate
<S> <C> <C> <C> <C> <C> <C>
Noninterest bearing
accounts $ 6,651 $ 0 N/A $ 6,808 $ 0 N/A
NOW accounts 6,447 114 3.33% 6,003 97 3.07%
Money market accounts 9,022 184 3.87% 10,217 165 3.34%
Savings accounts 3,857 65 3.29% 4,439 74 3.34%
Certificates of deposit
$100,000 and greater 5,133 134 5.55% 4,564 102 3.90%
Less than $100,000 15,805 445 5.69% 15,103 303 4.06%
Total 46,915 942 47,134 741
</TABLE>
<TABLE>
<CAPTION>
Maturity Distribution of Certificates of Deposit of $100,000 and Over
(In Thousands)
At December 31, 1994 At June 30, 1995
Certificates IRA Certificates IRA
Of Deposit Accounts Total Of Deposit Accounts
Total
<S> <C> <C> <C>
Less than three months $1,914 0 $1,914 $2,098 0 $2,098
Three to twelve months 1,851 0 1,851 1,400 0 1,400
More than twelve months 300 0 300 1,614 112 1,726
Total 4,065 0 4,065 5,112 112 5,224
</TABLE>
RELATIONSHIP WITH INDEPENDENT AUDITORS
Donald, Tucker and Betts has continuously served as the
independent auditors for FNB from 1974 through 1995. A
representative of Donald, Tucker and Betts is expected to be
present at the Special Meeting of FNB's shareholders, will have an
opportunity to make a statement if he desires and will be available
to respond to appropriate questions.
VALIDITY OF SHARES
The validity of the shares of Common Stock offered hereby has
been passed upon for Hibernia by Randolf F. Kassmeier, Associate
Counsel and Assistant Secretary of Hibernia. As of the date of
this prospectus, Mr. Kassmeier owned 2,105 shares of Hibernia
Common Stock and held options to purchase 5,730 shares of Hibernia
Common Stock, of which 1,025 options are currently exercisable.
EXPERTS
The consolidated financial statements of Hibernia incorporated
in this Prospectus by reference from Hibernia's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 have been
audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon incorporated herein by reference, and have
been so incorporated by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and
auditing.
The supplemental consolidated financial statements of Hibernia
for the fiscal year ended December 31, 1994 incorporated in this
Prospectus by reference from Hibernia's Current Report on Form 8-K
dated October 12, 1995 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon
incorporated by reference, which is based in part on the reports of
the following independent auditors -- Arthur Andersen LLP and
Postlethwaite & Netterville. The supplemental consolidated
financial statements referred to above are incorporated by
reference in reliance upon such reports given upon the authority of
such firms as experts in accounting and auditing.
The consolidated financial statements of FNB as of December
31, 1994 and 1993 and for the years then ended contained in this
Proxy Statement-Prospectus have been audited by Donald, Tucker and
Betts, certified public accountants, as set forth in their report
thereon contained therein, and have been included herein in
reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
<PAGE>
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
FINANCIAL REPORT
DECEMBER 31, 1994 AND 1993
CONTENTS
P A G E
REPORT OF INDEPENDENR CERTIFIED PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS
Consolidated statements of condition 2
Consolidated statements of income 3 - 4
Consolidated statements of changes in stockholders' equity 5
Consolidated statements of cash flows 6
Notes to consolidated financial statements 7 - 14
SUPPLEMENTARY INFORMATION - BANK SUBSIDIARY FINANCIAL STATEMENTS
Schedule I - Statements of condition 15
Schedule II - Statements of income 16
Schedule III - Statements of changes in stockholder's equity 17
Schedule IV - Statements of cash flows 18
SAM DONALD, JR., CPA MAIL ADDRESS
BARNEY M. TUCKER, CPA P O BOX 4088
BRUCE W. BETTS, CPA MONROE, LA 71211-4088
----------- (318) 387-0376
VICKI J. COLLINS, CPA FAX (318) 322-1911
DON S. MEARS, CPA
STAN FULLER, CPA
DONALD TUCKER AND BETTS
(A Professional Accounting Corporation)
Certified Public Accountants
2806 Kilpatrick Boulevard
Monroe, Louisiana 71201
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
FNB Bancshares, Inc.
Lake Providence, Louisiana
We have audited the accompanying consolidated statements of condition
of FNB Bancshares, Inc. and Subsidiary as of December 31, 1994 and 1993, and
the related consolidated statements of income, stockholders' equity, and
cash flows for the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
FNB Bancshares, Inc. and Subsidiary as of December 31, 1994 and 1993, and
the results of their operations and their cash flows for the years then
ended, in conformity with generally accpeted accounting principles.
Our audits were made for the purpose of forming an opinion on the
consolidated financial statements taken as a whole. The bank subsidiary
financial statemetns on Schedule I through IV are presented for purposes of
additional analysis of the consolidated financial statements rather than to
present the financial statements have been subjected to the auditing
procedures applied in the audits of the consolidated financial statements
and, in our opinion, are fairly presented in all material respects in
relation to the consolidated financial statements taken as a whole.
/s/ DONALD, TUCKER & BETTS
DONALD, TUCKER & BETTS
Monroe, Louisiana
January 9, 1995
<PAGE>
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
CONSOLIDATED STATEMENTS OF CONDITION
DECEMBER 31, 1994 AND 1993
<TABLE>
ASSETS 1994 1993
------ ------------- -------------
<S> <C> <C>
Cash and due from banks $ 3,235,737.77 $ 1,702,641.42
Federal funds sold 4,600,000.00 5,425,000.00
CD's in other banks .00 400,000.00
Investment securities
Held to maturity, fair value of $30,639,262.67 30,763,681.77 .00
Investment securities, fair value of $25,980,778.69 .00 25,508,139.88
Loans, less allowance for loan losses of
$279,595.18 and $348,436.17, respectively 18,794,179.44 17,759,442.79
Stock of Federal Reserve Bank 24,000.00 24,000.00
Stock of Federal Agricultural Mortgage Corp. 2,000.00 2,000.00
Stock of Financial Institution Service Corp. 10,000.00 .00
Bank premises and equipment 853,549.68 831,266.28
Accrued interest and other receivables 559,794.49 461,104.86
Other assets 59,932.90 457,283.80
-------------- --------------
TOTAL ASSETS $58,902,876.05 $52,570,879.03
============== ==============
</TABLE>
LIABILITIES AND STOCKHOLERS' EQUITY
-----------------------------------
<TABLE>
Deposits:
<S> <C> <C>
Demand $ 9,346,081.30 $ 6,627,000.37
NOW and Super NOW 19,751,754.73 16,558,096.43
Savings 4,174,468.63 4,322,050.39
Time - $100,000 and over 4,065,235.48 4,841,434.75
Time - other 15,921,800.09 15,109,813.17
-------------- --------------
Total deposits 53,259,340.23 47,458,395.11
Accrued interest payable 197,513.89 165,077.91
Other liabilities accrued 84,327.01 72,937.75
-------------- --------------
Total liabilities 53,541,181.13 47,696,410.77
-------------- --------------
Commitments and contingent liabilities
Stockholders' equity
Common stock, par value $20; 500,000 shares
authorized, 15,000 shares issued; 9,670
shares outstanding in 1994 and 1993 300,000.00 300,000.00
Surplus 500,000.00 500,000.00
Retained earnings 5,364,674.92 4,877,448.26
Treasury stock, at cost ( 802,980.00) ( 802,980.00)
--------------- ---------------
Total Stockholders' equity 5,361,694.92 4,874,468.26
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $58,902,876.05 $52,570,879.03
============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1994 AND 1993
<TABLE>
1994 1993
------------- -------------
INTEREST INCOME
<S> <C> <C>
Interest and fees on loans $2,246,641.75 $2,033,380.58
Interest on investment securities:
U.S. Treasuries 485,297.97 612,439.92
Obligations of other U.S. government
agencies and corporations 689,487.73 588,655.50
Obligations of state and political
subdivisions 127,398.95 143,827.79
Dividends on Federal Reserve Bank stock 1,440.00 1,440.00
Interest on deposits in other banks 11,780.70 22,841.00
Interest on federal funds sold 87,837.53 64,458.46
------------- -------------
3,649,884.63 3,467,043.25
------------- -------------
INTEREST EXPENSE
Interest on deposits 1,543,227.73 1,440,336.81
Interest on federal funds purchased 10,982.83 16,816.59
Interest on other borrowed money 2,515.88 2,218.90
------------- -------------
1,556,726.44 1,459,372.30
------------- -------------
Net interest income 2,093,158.19 2,007,670.95
PROVISION FOR LOAN LOSSES 100,000.00 10,000.00
------------- -------------
Net interest income after provision
for loan losses 1,993,158.19 1,997,670.95
------------- -------------
OTHER INCOME
Service charges on deposit accounts 263,290.95 264,280.93
Other service charges and fees 58,614.34 51,782.84
Other income 89,505.93 35,557.40
------------- ------------
411,411.22 351,621.17
------------- ------------
OTHER EXPENSES
Salaries 654,350.25 649,179.56
Pension and other empolyee benefits 162,306.81 168,332.67
Occupancy expenses 210,856.20 183,202.18
Other expenses 485,825.49 520,962.26
------------- ------------
1,513,338.75 1,521,676.67
------------- ------------
INCOME BEFORE INCOME TAXES 891,230.66 827,615.45
------------- ------------
</TABLE>
Continued
See accompanying notes to consolidated financial statements.
<PAGE>
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1994 AND 1993
<TABLE>
1994 1993
-------------- ------------
<S> <C> <C>
INCOME TAX PROVISION:
Current 230,412.00 191,059.00
Deferred 28,542.00 36,302.00
------------ -----------
Net income tax provision 258,954.00 227,361.00
------------ -----------
INCOME BEFORE CHANGE IN ACCOUNTING PRINCIPLE 632,276.66 600,254.45
CHANGE IN ACCOUNTING PRINCIPLE - Cumulative
effect of application of Statement of
Financial Accounting Standards No. 109,
"Accounting for Income Taxes" .00 82,371.00
------------ -----------
NET INCOME $632,276.66 $682,625.45
============ ===========
</TABLE>
Concluded
See accompanying notes to consolidated financial statements.
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1994 AND 1993
<TABLE>
COMMON STOCK
------------------------
SHARES PAR VALUE
------------ ---------
<S> <C> <C>
BALANCE - DECEMBER 31, 1992 15,000 $300,000.00
Net Income, 1993 0 .00
Cash Dividends 0 .00
Treasury Stock Purchase 0 .00
------ -----------
BALANCE - DECEMBER 31, 1993 15,000 $300,000.00
Net Income, 1994 0 .00
Cash Dividends 0 .00
------ -----------
BALANCE - DECEMBER 31, 1994 15,000 $300,000.00
====== ===========
</TABLE>
See accompanying notes to consolidted financial statements.
<TABLE>
TREASURY STOCK RETAINED
SHARES COST SURPLUS EARNINGS TOTAL
- --------- ---------- --------- --------------- -------------
<C> <C> <C> <C> <C>
4,997 $(743,040.00) $500,000.00 $4,282,166.41 $4,339,126.41
0 .00 .00 682,625.45 682,625.45
0 .00 .00 ( 87,343.60) ( 87,343.60)
333 ( 59,940.00) .00 .00 ( 59,940.00)
- ------ ------------- ----------- -------------- --------------
5,330 (802,980.00) 500,000.00 4,877,448.26 4,874,468.26
0 .00 .00 632,276.66 632,276.66
0 .00 .00 ( 145,050.00) ( 145,050.00)
- ------ ------------- ----------- -------------- --------------
5,330 $(802,980.00) $500,000.00 $5,364,674.92 $5,361,694.92
====== ============= =========== ============== ==============
</TABLE>
<PAGE>
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECRASE) IN CASH AND CASH EQUIVALENTS
YEARS ENDED DECEMBER 31, 1994 AND 1993
<TABLE>
1994 1993
-------------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income $632,276.66 $682,625.45
Adjustments to reconcile net income to net cash
provided by operting activities:
Provision for loan losses 100,000.00 10,000.00
Deferred income taxes 28,542.00 .00
Amortization of investment security
(discounts) premiums ( 337,306.78) ( 11,609.26)
Depreciation 50,917.88 54,048.32
(Gain) loss on sale of assets ( 59,200.00) 6,861.40
Increase in accrued interest receivable ( 98,689.63) ( 5,793.62)
Increase in accrued interest payable 32,435.98 83.99
Increase (decrease) in other liabilities
accrued 11,389.26 ( 10,429.16)
(Increase) decrease in prepaid expenses
and other assets 428,008.90 ( 309,770.72)
------------- -------------
Net cash provided by operating activities 788,374.27 416,016.40
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment ( 73,201.28) ( 250,100.00)
Proceeds from maturities of investment
securities 20,870,000.00 12,752,500.00
Proceeds from maturities of investment
certificates of deposit 745,000.00 550,000.00
Purchase of investment securities (25,788,235.11) (11,388,961.39)
Purchase of investment certificates
of deposit ( 345,000.00) ( 400,000.00)
Net increae in loans ( 1,134,736.65) ( 248,277.77)
Purchase of F.I.S.C. stock ( 10,000.00) .00
--------------- ---------------
Net cash provided by (used in)
investing activities ( 5,736,173.04) 1,015,160.84
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends ( 145,050.00) ( 87,343.60)
Net increase in demand deposits,
NOW accounts, savings accounts 5,765,157.47 324,391.42
Net increase in certificates of deposit 35,787.65 467,103.13
Acquisition of treasury stock .00 ( 59,940.00)
-------------- ----------------
Net cash provided by financing
activities 5,655,895.12 644,210.95
-------------- ----------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 708,096.35 2,075,388.19
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 7,127,641.42 5,052,253.23
------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $7,835,737.77 $7,127,641.42
============= ===============
CASH AND CASH EQUIVALENTS
Cash and due from banks $3,235,737.77 $1,702,641.42
Federal funds sold $4,600,000.00 5,425,000.00
------------- ---------------
$7,835,737.77 $7,127,641.42
============= ===============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
PRINCIPLES OF CONSOLIDATION
---------------------------
The consolidation financial statements include the accounts of
FNB Bancshares, Inc. (the Company) and its wholly-owned commercial bank
subsidiary, The First National Bank of Lake Providence (the Bank). All
significant intercompany accounts and transactions have been eliminated in
consolidation.
SECURITIES
- ----------
The classification of securities is generally determined at the
date of purchase. Gains or losses on the sale of securities are recognized
on a specific identification basis.
Securities classified as available for sale are adjusted to market
value at year end. The unrealized gain is recorded net of income taxes to
stockholder's equity. Securities available for sale will be used as part
of the Company's asset management strategy and may be sold in response to
changes in interest rates, the need to increase regulatory capital and other
factors.
Securities classified as held-to-maturity are stated at cost,
net of the amortization of premium and accretion of the discount. The
Company intends and has the ability to hold such securities until maturity.
LOANS AND ALLOWANCE FOR LOAN LOSSES
- -----------------------------------
Loans are stated at principal amount outstanding, reduced by
unearned discount and the allowance for loan losses. Unearned discount on
installment loans is recognized as income over the terms of the loans by the
interest method. Interest on other loans is calculated by using the simple
interest method on daily balances of the principal amount outstanding.
Accrual of interest is discontinued on a loan when management
believes, after considering economic and business conditions and collecton
efforts, that the borrower's financial condition is such that collection of
interest is doubtful. When a loan is placed on nonaccrual status, previously
accrued and uncollected interest is charged to interest income on loans.
Generally, payment on nonaccrual loans are applied to principal.
The allowance for loan losses is established through a provision
for loan losses charged to expense. Loans are charged against the allowance
for loan losses when management believes that the collectibility of the
principal is unlikely. The allowance represents an amount which, in
management's judgment, will be adequate to absorb probable losses on
existing loans that may become uncollectible.
Management's judgment in determining the adequacy of the
allowance is based on evaluations of the collectibility of loans. These
evaluations take into consideration such factors as changes in the nature
and volume of the loan portfolio, current economic conditions that may
affect the borrower's ability to pay, overall portfolio quality, and review
of specific problem loans.
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
- ---------------------------------------------------
Management believes that the allowance for loan losses is adequate.
While management uses available information to recognize losses on loans,
future additions to the allowance may be necessary based on changes in
economic conditions. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the
Company's allowance for loan losses. Such agencies may require the Company
to recognize additions to the allowance based on their judgements of
information available to them at the time of their examination.
BANK PREMISES AND EQUIPMENT
- ---------------------------
Premises and equipment are stated at cost, less accumulated
depreciation. Depreciation is computed on assets acquired prior to January
1, 1981, using both the straight-line and the declining balance methods over
the estimated useful life of each type of asset. Estimated useful lives of
premises is 20 to 40 years. Estimated useful lives of furniture is 3 to 10
years.
Depreciation is computed on assets acquired after December 31, 1980
under accelerated methods over a statutory recovery period. The depreciaton
expense under this method is not materially differnt than it would be over
the estimated useful life method.
Renewals and betterments are capitalized and depreciated over their
estimated useful lives. Costs incurred for maintenance and repairs are
expensed currently. When property is replaced or disposed of, the cost and
accumulated depreciation are removed from the books and the net gain or loss
is reflected in operations.
INCOME TAXES
- ------------
The Company acconts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes", which
requires the use of the "liability method" of accounting for income taxes.
Accordingly, deferred tax liabilities and assets are determined based on the
difference between the finanical statement and tax the differences are
expected to reverse. Current income taxes are based on the year's income
taxable for federal income tax reporting purposes.
HOLDING COMPANY
- ---------------
During 1985, the shareholders of the First National Bank of Lake
Providence approved the formation of a bank holding company (FNB Bancshares,
Inc.) which acquired the outstanding shares of the Bank in exchange for its
stock on August 15, 1985. The company was formed pursuant to the Bank
Holding Company Act and had obtained regulatory approval of the Federal
Reserve Bank of Dallas under Section 3(a) of the Bank Holding company Act
[12-U.S.C. Section 1842(a) (1)] to become a bank holding company.
STATEMENT OF CASH FLOWS
- -----------------------
For purposes of reporting cash flows, cash and cash equivalents incude
cash on hand, amounts due from banks and federal funds sold. Generally,
federal funds are sold for very short periods of time.
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
- ---------------------------------------------------
For the years ended December 31, 1994 and 1993, the Company paid interest
and income taxes as follows:
<TABLE>
1994 1993
------------- -------------
<S> <C> <C>
Interest paid $1,524,290.46 $1,459,288.31
============= =============
Income taxes paid $ 216,826.00 $ 189,776.00
============= =============
</TABLE>
NOTE 2 - INVESTMENT SECURITIES
- ------------------------------
The amortized cost and estimated market values of investment securities
held to maturity at December 31, 1994 are as follows:
<TABLE>
Gross Gross Estimated
Amoritzed Unrealized Unrealized Market
Cost Gains (Losses) Value
-------------- ----------- -------------- ---------------
<S> <C> <C> <C> <C>
U.S. Treasury securities $13,156,898.65 $ .00 $( 55,330.67) $13,101.567.98
Obligation of U.S.
government corporations
and agencies 15,924,716.39 9,460.00 (114,226.70) 15,819,949.69
Obligations of state and
political subdivisions 1,682,066.73 35,678.27 .00 1,717,745.00
-------------- ---------- ------------- ---------------
Totals $30,763,681.77 $45,163.27 $(169,557.37) $30,639,262.67
============== ========== ============= ===============
</TABLE>
The Company had no investment securities available for sale at December 31,
1994.
The amortized cost and estimated market values of investments in debt
securities at December 31, 1993 are as follows:
<TABLE>
Gross Gross Estimated
Amoritzed Unrealized Unrealized Market
Cost Gains (Losses) Value
-------------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
U.S. Treasury securities $11,399,884.04 $ 75,039.52 $ .00 $11,474,923.56
Obligations of U.S.
government corporations
and agencies 11,999,600.00 316,962.50 (23,750.00) 12,292,812.50
Obligations of state and
political subdivisions 2,108,655.84 104,386.79 .00 2,213,042.63
--------------- ------------ ------------ --------------
Totals $25,508,139.88 $496,388.81 $(23,750.00) $25,980,778.69
=============== ============ ============ ==============
</TABLE>
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
NOTE 2 - INVESTMENT SECURITIES (continued)
The amortized cost and estimated market value of investment securities
held to maturity at December 31, 1994, by contractual maturity, are shown
below. Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
<TABLE>
Securities
held-to-maturity
----------------------------------
Estimated
Carrying Market
Value Value
---------------- --------------
DECEMBER 31, 1994
<S> <C> <C>
Due in one year or less $15,699,553.10 $15,649,303.12
Due after one year
through five years 14,984,128.67 14,895,997.23
Due after five years
through ten years 80,000.00 93,962.32
------------- --------------
Total investment
securities $30,763,681.77 $30,639,262.67
============== ==============
</TABLE>
Investment securities with a carrying amount of $4,877,951.03 and
$5,269,640.91 at December 31, 1994 and 1993, respectively, were pledged
to secure publice deposits.
There werer no sales of investment securities in 1994 and 1993.
There were no gains or losses recognized.
NOTE 3 - LOANS
- --------------
The loan portfolio consists of the following:
<TABLE>
1994 1993
--------------- ---------------
<S> <C> <C>
Installement loans $1,118,415.72 $1,207,602.14
Less unearned discount ( 162,398.34) ( 184,639.83)
--------------- ---------------
956,017.38 1,022,962.31
Commerical loans 18,117,757.24 17,084,916.65
--------------- ---------------
19,073,774.62 18,107,878.96
Less allowance for loan losses ( 279,595.18) ( 348,436.17)
--------------- ---------------
$18,794,179.44 $17,759,442.79
============== ===============
</TABLE>
NOTE 3 - LOANS (Continued)
- --------------
Changes in the allowance for loan losses were as follows:
<TABLE>
1994 1993
----------- -----------
<S> <C> <C>
Balance - January 1 $348,436.17 $452,930.37
Provision charged to operating expenses 100,000.00 10,000.00
----------- -----------
Total 448,436.17 462,930.37
----------- -----------
Loans charged off 204,344.65 120,677.60
Recoveries on loans ( 35,503.66) ( 6,183.40)
------------ ------------
Net loans charged off 168,840.99 114,494.20
------------ ------------
Balance - December 31 $279,595.18 $348,436.17
============ ============
</TABLE>
Loans on which accrual of interest had been discountinued amounted
to $-0 and $52,374.05 at December 31, 1994 and 1993, respectively.
If interest on these lonas had been accrued, such income would have
approximated $9,656.70 in 1993.
NOTE 4 - PREMISES AND EQUIPMENT
- -------------------------------
A summary of premises and equipment is as follows:
<TABLE>
1994 1993
------------ ------------
<S> <C> <C>
Land $ 386,700.00 $ 386,600.00
Bank house 782,559.84 736,467.22
Furniture and fixtures 383,563.91 380,725.09
------------ ------------
1,552,823.75 1,503,792.31
Accumulated depreciation 699,274.07 672,526.03
------------ ------------
$ 853,549.68 $ 831,266.28
============ ============
</TABLE>
Depreciation expense amounted to $50,917.88 in 1994 and $54,048.32 in 1993.
NOTE 5 - INCOME TAXES
- ---------------------
The Company and its subsidiary file a consolidated federal income
tax return.
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". The cumulative
effect of the change in accounting for income taxes for prior years is
included in the Consolidated statement of Income for 1993.
NOTE 5 - INCOME TAXES (Contined)
- ---------------------
The provision for income taxes consists of:
<TABLE>
1994 1993
----------- -----------
<S> <C> <C>
Currently due - $230,412.00 $191,059.00
----------- -----------
Federal $230,412.00 $191,059.00
=========== ===========
Deferred taxes - $28,542.00 $36,302.00
---------- ----------
Federal $28,542.00 $36,302.00
========== ==========
</TABLE>
A reconciliation of income taxes based on Federal statutory income
tax rate applied to income before provision for income taxes to the
provision for income taxes follows:
<TABLE>
1994 1993
------------------ ------------------
<S> <C> <C> <C> <C>
Federal statutory provision $303,018.00 34% $281,389.00 34%
Tax exmept income ( 51,405.00) (6)% ( 58,518.00) (7)%
Other 7,341.00 1% 4,490.00 0%
------------ ---- ------------ ----
Provision for income taxes $258,954.00 29% $227,361.00 27%
============ ==== ============ ====
</TABLE>
The total deferred tax assets and deffered tax liabilities in the
accompanying statements of condition include the following components:
<TABLE>
1994 1993
---------- ----------
<S> <C> <C>
Total deferred tax assets $23,438.00 $46,844.00
Total deferred tax liabilities ( 5,911.00) ( 775.00)
----------- -----------
Net deferred tax asset $17,527.00 $46,069.00
========== ===========
</TABLE>
The Company has not recorded a valuation allowance for the deferred tax
assets as they feel that it is more likely than not that they will be
ultimately realized.
NOTE 6 - PROFIT SHARING PLAN
- ----------------------------
The bank subsidiary has a self-trusteed employee benefit plan consisting
of a profit sharing plan that covers all regular full-time employees.
The profit sharing plan is a discretionary plan as contributions are
decided each year by the Board of Directors. The bank subsidiary
contributed $42,982.45 in 1994 and $43,237.49 in 1993.
NOTE 7 - RELATED PARTY TRANSACTIONS
- -----------------------------------
In the ordinary course of business, the bank subsidiary makes loans to
its officers and directors and to companies in which these officers and
directors are principal owners. Certain officers, directors and their
affiliated companies were indebted to the bank sudsidiary in the aggregate
amount of $624,550.00 and $799,897.00 at December 31, 1994 and 1993,
respectively. Loans made to such borrowers are made on substantially the
same terms, including interest rate and collateral, as those prevailing
at the time for comparable transactions with other persons.
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
NOTE 8 - TRUST ASSETS
- ---------------------
Property (other than cash deposits) held by the bank subsidiary in
fiduciary or agency capacities for its customers are not included in the
accompnaying statement of condition, since such items are not assets of the
bank subsidiary.
NOTE 9 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
- ----------------------------------------------------------
The bank subsidiary is a party to financial instruments with
off-balance-sheet risk in the normal course of business to meet the
financing needs of its customers. These financial instruments include
commitments to extend credit and standby letters of credit and involve,
to varying degrees, elements of credit and interest rate risk in excess
of the amont recognized in the statement of financial position. The
bank subsidiary's exposure to credit loss in the event of nonperformance
by the other party to the financial instrument for commitments to extend
credit and standby letters of credit, is represented by the contractual
amount of those instruments. The bank subsidiary uses the same credit
policies in making commitments as it does for on-balance-sheet instruments.
Financial instruments whose contract amounts represent credit risk:
Contract
Amount
-----------
Commitments to extend credit $720,343.64
Standby letters of credit 70,000.00
Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since some of the commitments are expected
to expire without being drawn upon, the total commitment amounts do not
necessarliy represent future cash requirements. The bank subsidiary evaluates
each customer's credit worthiness on a case-by-case basis. The amount of
collateral obtained, if deemed necessary by the bank subsidiary upon
extension of credit, is based on management's credit evaluation of the
counter-party. Collateral held varies but may include inventory, property,
plan and equipment, crops and land.
Stanby letters of credit are conditional commitments issued by the
bank subsidiary to guarantee the performance of a customer to a third
party. Those guarantees are primarily short-term and expire within the
next 12 months. The credit risk involved in issuing letters
of credit is essentially the same as that involved in extending
loans to customers. letters of credit requiring collateral are secured
by real estate and/or equipment.
NOTE 10 - CONCENTRATION OF CREDIT RISK
- --------------------------------------
The bank subsidiary grants agribusiness, commerical and consumer loans
to customers throughout northeast Louisiana. Although the bank subsidiary
has a diversified loan portfolio, a substantial portion of it's debtors'
ability to honor their contracts is dependent upon the agribusiness
economic sector.
Additionally, at times, the Company maintains deposits in federally
insured financial institutions in excess of federally insured limits.
Management monitors the soundness of these financial institutions and feels
the Company's risk is negligible.
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
NOTE 11 - DIVIDENDS FROM SUBSIDIARY
- -----------------------------------
Dividends paid by the Bank are the primary source of funds available
to the Company. Banking regulations limit the amount of dividends that the
Bank may pay without prior approval of the Bank's regulatory agency. The
Bank is required to obtain such approval if dividends declared in any calendar
year exceed the total of its net profits (as defined) of that year combined
with its retained net profits of the preceding two years, less any required
transfers to surplus or a fund for the retirement of any preferred stock.
NOTE 12 - CHANGE IN ACCOUNTING PRINCIPLES
- -----------------------------------------
For the year ended December 31, 1994, the Bank adopted Statement
of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." This statement adddresses
the accounting and reporting for investments in equity securities that
have readily determinable fair values and for all investments in debt
securities. Those investments are to be classified in three categories
and accounted for as follows:
Debt securities that the enterprise has the positive intent and ability
to hold to maturity are classified as held to maturity and reported at
amortized cost.
Debt and equity securities that are bought and held principally for the
purpose of selling them in the near term are classified as trading
securitites and reported at fair value, with unrealized gains and losses
included in earnings.
Debt and equity securities not classified as either investment securities
or trading securities are classified as available-for-sale securities and
reported at fair value, with unrealized gains and losses excluded from
earnings and reported in a separate component of stockholders' equity.
At December 31, 1994 all of the Bank's investments were classified as
held to maturity.
Effective January 1, 1993, the Company adopted FASB Statement No. 109,
"Accounting for Income Taxes", which requires an asset and liability approach
to financial accounting and reporting for income taxes. Deferred income tax
assets and liabilities are computed annually for differences between the
financial statement and tax bases of assets and liabilities that will result in
taxable or deductible amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. Income tax expense
is the tax payable or refundable for the period plus or minus the change during
the period in deferred tax assets and liabilities.
The cumulative effect of the change in accounting principles is included
in determining net income for 1993.
FIRST NATIONAL BANK OF LAKE PROVIDENCE
Lake Providence, Louisiana
SCHEDULE I - STATEMENTS OF CONDITION
DECEMBER 31, 1994 AND 1993
ASSETS
------
1994 1993
------------- -------------
Cash and due from banks $3,235,737.77 $1,702,641.42
Federal funds sold 4,600,000.00 5,425,000.00
Investment securities
Held to maturity, fair value of
$29,373,296.81 29,496,066.08 .00
Investment securities, fair value
of $25,487,364.84 .00 25,014,964.88
Loans, less allowance for loan losses
of $279,595.18 and $348,436.17,
respectively 18,794,179.44 17,759,442.79
Stock of Federal Reserve Bank 24,000.00 24,000.00
Stock of Federal Agricultural
Mortgage Corp. 2,000.00 2,000.00
Stock of Financial Institution
Service Corp. 10,000.00 .00
Bank premises and equipment 853,549.68 831,266.28
Accrued interest and other receivables 559,794.49 461,066.51
Other assets 59,932.90 457,283.80
-------------- --------------
TOTAL ASSETS $57,635,260.36 $51,677,655.68
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Deposits:
Demand $ 9,392,113.13 $ 6,684,286.21
NOW and Super NOW 19,751,754.73 16,558,096.43
Savings 4,174,468.63 4,322,050.39
Time - $100,000 and over 4,065,235.48 4,841,434.75
Time - other 15,921,800.09 15,109,813.17
------------- -------------
Total deposits 53,305,372.06 47,515,680.95
Accrued interst payable 197,513.89 165,077.91
Other liabilities accrued 81,227.01 69,937.75
------------- -------------
Total liabilities 53,584,112.96 47,750,696.61
------------- -------------
Commitments and contingent
liabilities
Stockholder's equity
Common stock, par value $20;
50,000 shares authorized,
15,000 shares issued and
outstanding in 1994 and 1993 300,000.00 300,000.00
Surplus 500,000.00 500,000.00
Retained earnings 3,251,147.40 3,126,969.07
-------------- --------------
Total stockholder's equity 4,051,147.40 3,926,969.07
-------------- --------------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $57,635,260.36 $51,677,665.68
============== ==============
See accompanying report of independent certified public accountants.
FIRST NATIONAL BANK OF LAKE PROVIDENCE
Lake Providence, Louisiana
SCHEDULE II - STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1994 AND 1993
1994 1993
------------ -------------
INTEREST INCOME
Interest and fees on loans $2,246,641.75 $2,033,380.58
Interest on investment securities:
U.S. Treasuries 450,470.44 611,074.92
Obligations of other U.S. government
agencies and corporations 689,487.73 588,655.50
Obligations of state and political
subdivisions 127,398.95 143,827.79
Dividends on Federal Reserve Bank stock 1,440.00 1,440.00
Interest on federal funds sold 87,837.53 64,458.46
------------- -------------
3,603,276.40 3,442,837.25
------------- -------------
INTEREST EXPENSE
Interest on deposits 1,543,227.73 1,440,336.81
Interest on federal funds purchased 10,982.83 16,816.59
Interest on other borrowed money 2,515.88 2,218.90
------------- -------------
1,556,726.44 1,459,372.30
------------- -------------
Net interest income 2,046,549.96 1,983,464.95
PROVISION FOR LOAN LOSSES 100,000.00 10,000.00
------------- -------------
Net interest income after
provision for loan losses 1,946,549.96 1,973,464.95
------------- -------------
OTHER INCOME
Service charges on deposit accounts 263,290.95 264,280.93
Other service charges and fees 58,614.34 51,782.84
Other income 89,505.93 35,557.40
------------ -------------
411,411.22 351,621.17
------------ -------------
OTHER EXPENSES
Salaries 654,350.25 649,179.56
Pension and other employee benefits 162,306.81 168,332.67
Occupancy expense 210,856.20 183,202.18
Other expense 481,789.59 517,537.26
------------ ------------
1,509,302.85 1,518,251.67
------------ ------------
INCOME BEFORE INCOME TAXES 848,658.33 806,834.45
------------ ------------
INCOME TAX PROVISION:
Current 215,938.00 183,993.00
Deferred 28,542.00 36,302.00
------------ ------------
Net income tax provision 244,480.00 220,295.00
------------ ------------
INCOME BEFORE CHANGE IN ACCOUNTING PRINCIPLE 604,178.33 586,539.45
CHANGE IN ACCOUNTING PRINCIPLE-Cumulative effect
of application of Statement of Financial
Accounting Standards No. 109 "Accounting for
Income Taxes" .00 82,371.00
------------ ------------
NET INCOME $604,178.33 $668,910.45
=========== ============
See accompanying report of independent certified public accountants.
FIRST NATIONAL BANK OF LAKE PROVIDENCE
Lake Providence, Lousiana
SCHEDULE III - STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1994 AND 1993
COMMON STOCK
-----------------------
SHARES PAR VALUE
------- ----------
BALANCE - DECEMBER 31, 1992 15,000 $300,000.00
Net income, 1993 0 .00
Cash Dividends 0 .00
------ -----------
BALANCE - DECEMBER 31, 1993 15,000 300,000.00
Net Income, 1994 0 .00
Cash Dividends 0 .00
------ -----------
BALANCE - DECEMBER 31, 1994 15,000 $300,000.00
====== ===========
See accompanying report of independent certified public accountants.
RETAINED
SURPLUS EARNINGS TOTAL
----------- -------------- -------------
$500,000.00 $2,968,058.62 $3,768,058.62
.00 668,910.45 668,910.45
.00 ( 510,000.00) ( 510,000.00)
----------- -------------- --------------
500,000.00 3,126,969.07 3,926,969.07
.00 604,178.33 604,178.33
.00 ( 480,000.00) ( 480,000.00)
----------- -------------- --------------
$500,000.00 $3,251,147.40 $4,051,147.40
=========== ============= =============
FIRST NATIONAL BANK OF LAKE PROVIDENCE
Lake Providence, Lousiana
SCHEDULE IV - STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
YEARS ENDED DECEMBER 31, 1994 AND 1993
1994 1993
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $604,178.33 $668,910.45
Adjustments to reconcile net income
to net cash provided by operating
activites:
Provision for loan loss 100,000.00 10,000.00
Deferred income taxes 28,542.00 .00
Depreciation 50,917.88 54,048.32
(Gain) loss on sale of assets ( 59,200.00) 6,861.40
Increase in accrued interest receivable ( 98,727.98) ( 6,045.19)
Increase in accrued interest payable 32,435.98 83.99
Inrease (decrease) in other liabilities
accrued 11,289.26 ( 8,332.16)
Amortization of investment security
(discounts) premiums (302,479.25) ( 10,244.26)
(Increase) decrease in prepaid expenses
and other assets 428,008.90 (309,770.72)
------------- ------------
Net cash provided by operating
activities 794,965.12 405,511.83
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment ( 73,201.28) ( 250,100.00)
Proceeds from maturities of investment
securities 19,400,000.00 12,752,500.00
Purchase of investment securities (23,578,621.95) (10,897,151.39)
Net increase in loans ( 1,134,736.65) ( 248,277.77)
Purcahse of F.I.S.C. stock ( 10,000.00) .00
--------------- ---------------
Net cash provided by (used in)
investing activities ( 5,396,559.88) 1,356,970.84
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of dividends ( 480,000.00) ( 510,000.00)
Net increase in demand deposits,
NOW accounts, savings accounts 5,753,903.46 355,802.39
Net increase in certificates of deposit 35,787.65 467,103.13
-------------- -------------
Net cash provided by financing
activities 5,309,691.11 312,905.52
-------------- -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 708,096.35 2,075,388.19
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 7,127,641.42 5,052,253.23
-------------- -------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $7,835,737.77 $7,127,641.42
============= =============
CASH AND CASH EQUIVALENTS
Cash and due from banks $3,235,737.77 $1,702,641.42
Federal funds sold 4,600,000.00 5,425,000.00
------------- -------------
$7,835,737.77 $7,127,641.42
============= =============
See accompanying report of independent certified public accountants.
<PAGE>
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
CONSOLIDATED STATEMENTS OF CONDITION
June 30, 1995 and 1994
ASSETS
1995 1994
(Unaudited) (Unaudited)
Cash and due from banks $ 1,721,743.18 $ 1,849,276.57
CD's in other banks .00 230,000.00
Investment securities
Held to maturity, fair value of
$23,734,710.04 and
$24,753,269.91, respectively 23,708,469.98 24,695,970.57
Loans, less allowance for loan losses of
$276,658.31 and $249,659.65, respectively 25,708,498.23 22,344,683.74
Stock of Federal Reserve Bank 24,000.00 24,000.00
Stock of Federal Agricultural Mortgage Corp. 2,000.00 2,000.00
Stock of Financial Institution Service Corp. 10,000.00 .00
Bank premises and equipment 862,448.41 818,226.28
Accrued interest and other receivables 1,045,501.53 680,814.72
Other assets 66,238.87 482,079.20
--------------- --------------
TOTAL ASSETS $ 53,148,900.20 $ 51,127,051.08
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand $ 6,063,700.89 $ 5,685,036.98
NOW and Super NOW 14,283,544.00 15,682,902.77
Savings 3,725,910.24 4,310,341.18
Time - $100,000 and over 4,598,007.33 4,458,810.98
Time - other 17,130,838.30 14,974,324.03
--------------- ---------------
Total Deposits 45,802,000.76 45,111,415.94
Federal funds purchased 1,180,000.00 675,000.00
Accrued interest payable 229,554.26 147,752.43
Other liabilities accrued 230,785.18 152,329.46
--------------- --------------
Total Liabilities 47,442,340.20 46,086,497.83
Stockholders' equity
Common stock, par value $20; 500,000 shares
authorized, 15,000 shares issued; 9,670
shares outstanding 300,000.00 300,000.00
Surplus 500,000.00 500,000.00
Retained earnings 5,709,540.00 5,043,533.25
Treasury stock, at cost ( 802,980.00) ( 802,980.00)
--------------- --------------
Total stockholders' equity 5,706,560.00 5,040,553.25
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 53,148,900.20 51,127,051.08
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
CONSOLIDATED STATEMENTS OF INCOME
6 Months Ended 6 Months Ended
June 30, 1995 June 30, 1994
(Unaudited) (Unaudited)
INTEREST INCOME:
Interest and fees on loans $1,287,145.33 $1,017,941.10
Interest on investment
securities:
U. S. Treasuries 430,898.04 252,595.10
Obligations of other U. S.
government agencies and
corporations 414,165.11 342,451.96
Obligations of state and
political subdivisions 45,945.23 66,197.05
Dividends on Federal Reserve
Bank stock 720.00 720.00
Interest on deposits in other
banks .00 7,171.23
Interest on federal funds sold 34,209.97 37,695.88
------------- -------------
2,213,083.68 1,724,772.32
INTEREST EXPENSE
Interest on deposits 942,629.90 741,138.48
Interest on federal funds
purchased 11,127.55 5,924.68
Interest on other borrowed money 1,700.14 1,140.82
------------- -------------
955,457.59 748,203.98
Net interest income 1,257,626.09 976,568.34
PROVISION FOR LOANS LOSSES 10,000.00 75,000.00
------------- -------------
Net interest income after
provision for loan losses 1,247,626.09 901,568.34
------------- -------------
OTHER INCOME
Service charges on deposit
accounts 128,690.73 130,407.59
Other service charges and fees 20,371.20 32,222.10
Other income 35.00 33,005.93
------------- -------------
149,096.93 195,635.62
------------- -------------
OTHER EXPENSES
Salaries 337,635.71 326,070.17
Pension and other employee
benefits 86,956.62 85,066.78
Occupancy expenses 82,427.91 153,604.28
Other expenses 241,892.70 226,225.74
------------- -------------
748,912.94 790,966.97
INCOME BEFORE INCOME TAXES 647,810.08 306,236.99
INCOME TAX PROVISION:
Current 205,246.00 77,741.00
Deferred 999.00 4,391.00
------------- -------------
Net income tax provision 206,245.00 82,132.00
NET INCOME $ 441,565.08 $ 224,104.99
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1995 AND 1994
COMMON STOCK
SHARES PAR VALUE
BALANCE - DECEMBER 31, 1993 15,000 $300,000.00
Net Income 0 .00
Cash Dividends 0 .00
-------- -----------
BALANCE - JUNE 30, 1994 15,000 $300,000.00
======== ===========
BALANCE - DECEMBER 31, 1994 15,000 $300,000.00
Net Income 0 .00
Cash Dividends 0 .00
-------- ------------
BALANCE - JUNE 30, 1995 15,000 $300,000.00
======== ===========
TREASURY STOCK
--------------
SHARES COST SURPLUS EARNINGS TOTAL
BALANCE -
DECEMBER
31, 1993 5,330 $(802,980.00) $500,000.00 $ 4,877,448.26 $4,874,468.26
Net
Income 0 .00 .00 224,104.99 224,104.99
Cash
Dividends 0 .00 .00 ( 58,020.00) ( 58,020.00)
----- ------------ ----------- -------------- --------------
BALANCE -
JUNE
30, 1994 5,330 $(802,980.00) $500,000.00 $ 5,043,533.25 $ 5,040,553.25
===== ============ =========== ============== ==============
BALANCE -
DECEMBER
31, 1994 5,330 $(802,980.00) $500,000.00 $ 5,364,674.92 $ 5,361,694.92
Net
Income 0 .00 .00 441,565.08 441,565.08
Cash
Dividends 0 .00 .00 ( 96,700.00) ( 96,700.00)
----- ------------ ----------- -------------- --------------
BALANCE -
JUNE
30, 1995 5,330 $(802,980.00) $500,000.00 $ 5,709,540.00 $ 5,706,560.00
===== ============ =========== ============== ==============
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
SIX MONTH PERIOD ENDED JUNE 30, 1995 AND 1994
1995 1994
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 441,565.08 $ 224,104.99
Adjustments to reconcile net
income to net cash provided
by operating activities:
Provision for loan losses 10,000.00 75,000.00
Deferred income taxes 999.00 4,391.00
Amortization of investment
security (discounts) premiums ( 203,744.03) ( 156,695.99)
Depreciation 24,130.00 23,730.00
Decrease in accrued interest
receivable ( 485,707.04) ( 219,709.86)
Increase (decrease) in accrued
interest payable 32,040.37 ( 17,325.48)
Increase in other liabilities
accrued 146,458.17 79,391.71
Decrease in prepaid expenses
and other assets ( 7,304.97) ( 29,186.40)
-------------- --------------
Net cash used in
operating activities ( 41,563.42) ( 16,300.03)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment ( 33,028.73) ( 10,690.00)
Proceeds from maturities of
investment securities 10,830,000.00 9,660,000.00
Proceeds from maturities of
investment certificates of
deposit .00 515,000.00
Purchase of investment securities (3,571,044.18) (8,691,134.70)
Purchase of investment certificates
of deposit .00 ( 345,000.00)
Net increase in loans (6,924,318.79) (4,660,240.95)
Net increase in federal funds
purchased 1,180,000.00 675,000.00
-------------- --------------
Net cash provided by (used in)
investing activities 1,481,608.30 (2,857,065.65)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash Dividends ( 96,700.00) ( 58,020.00)
Net decrease in demand deposits,
NOW accounts, savings accounts (9,199,149.53) (1,828,866.26)
Net increase (decrease) in
certificates of deposit 1,741,810.06 ( 518,112.91)
-------------- --------------
Net cash used in financing
activities (7,554,039.47) (2,409,999.17)
NET DECREASE IN CASH AND CASH
EQUIVALENTS (6,113,994.59) (5,278,364.85)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 7,835,737.77 7,127,641.42
-------------- --------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $1,721,743.18 $1,849,276.57
-------------- --------------
CASH AND CASH EQUIVALENTS
Cash and due from banks $1,721,743.18 $1,849,276.57
Federal funds sold .00 .00
------------- --------------
$1,721,743.18 $1,849,276.57
============= =============
FNB BANCSHARES, INC. AND SUBSIDIARY
Lake Providence, Louisiana
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND 1994
(UNAUDITED)
NOTE 1 - PER SHARE DATA AND MARKET VALUE OF STOCK
- -------------------------------------------------
Income per share data are based on the weighted average number
of shares outstanding of 9,670 for the six months ended June 30,
1995 and June 30, 1994.
NOTE 2 - NONPERFORMING LOANS
- ----------------------------
June 30,
1995 1994
Nonaccrual loans $ .00 $ .00
Restructured loans .00 .00
------------ -----------
Total nonperforming loans $ .00 $ .00
============ ===========
Accruing loans past due
ninety days or more $ 87,000.00 $137,000.00
When the payment of principal or interest on a loan is
delinquent for 90 days, or earlier in some cases, the loan is place
on nonaccrual status, unless the loan is in the process of
collection and the underlying collateral fully supports the
carrying value of the loan. If the decision is made to continue
accruing interest on the loan, periodic reviews are made to confirm
the accruing status of the loan. When a loan is place on
nonaccrual status, interest accrued during the current year prior
to the judgement of uncollectibility is charged to operations.
Interest accrued during prior periods is charged to the allowance
for loan losses. Generally, any payments received on nonaccrual
loans are applied first to outstanding loan amounts and next to the
recovery of charged-off loan amounts. Any excess is treated as
recovery of lost interest.
APPENDIX A
MERGER AGREEMENT
AGREEMENT AND PLAN OF MERGER
OF
FNB BANCSHARES, INC.
WITH AND INTO
HIBERNIA CORPORATION
AGREEMENT AND PLAN OF MERGER dated as of June 15, 1995 (this
"Agreement"), adopted and made by and between FNB Bancshares, Inc.
("Seller") and Hibernia Corporation ("Hibernia").
Seller is a corporation duly organized and existing under the
laws of the State of Louisiana; has its registered office at
[address]; and is a bank holding company within the meaning of the
Bank Holding Company Act of 1956, as amended (the "Bank Holding
Company Act"). The presently authorized capital stock of Seller
consists solely of 500,000 shares of common stock of the par value
of $20 each ("Seller Common Stock"). As of March 31, 1995, 15,000
shares of Seller Common Stock had been issued, 9,670 shares of
Seller Common Stock were outstanding, and 5,330 shares of Seller
Common Stock were held in Seller's treasury. All outstanding
shares of Seller Common Stock have been duly issued and are validly
outstanding, fully paid and nonassessable. The foregoing are the
only voting securities of Seller authorized, issued, or
outstanding, and there are no existing options, warrants, calls, or
commitments of any kind obligating Seller to issue any share of its
capital stock or any other security of which it is or will be the
issuer. None of the shares of Seller's capital stock has been
issued in violation of preemptive rights of shareholders. Seller
owns 100 percent of the outstanding voting shares of The First
National Bank of Lake Providence (the "Bank"), a national banking
association organized and existing under the laws of the United
States of America. All of the issued and outstanding shares of
capital stock of the Bank are owned by Seller. The Bank is (i) an
"insured bank" as defined in the Federal Deposit Insurance Act and
applicable regulations thereunder, and (ii) has been duly organized
and is validly existing as a national bank under the laws of the
United States, and has full authority to conduct its business as
and where currently conducted.
Hibernia is a corporation duly organized and existing under
the laws of the State of Louisiana; has its registered office at
313 Carondelet Street, New Orleans, Louisiana 70130; and is a bank
holding company within the meaning of the Bank Holding Company Act.
Hibernia owns all of the issued and outstanding shares of capital
stock of Hibernia National Bank ("HNB"). The presently authorized
capital stock of Hibernia is 300,000,000 shares, consisting of
100,000,000 shares of preferred stock, no par value, and
200,000,000 shares of Class A voting common stock, no par value
(the Class A voting common stock being referred to hereinafter as
"Hibernia Common Stock"). As of March 31, 1995, no shares of
Hibernia's preferred stock were outstanding, 83,717,760 shares of
Hibernia Common Stock were outstanding, and no shares of Hibernia
Common Stock were held in Hibernia's treasury. All outstanding
shares of Hibernia Common Stock have been duly issued and are
validly outstanding, fully paid and nonassessable. The foregoing
are the only voting securities of Hibernia authorized, issued or
outstanding and there are no existing options, warrants, calls or
commitments of any kind obligating Hibernia to issue any share of
its capital stock or any other security of which it is or will be
the issuer, except that Hibernia has authorized or reserved
1,718,707 shares of Hibernia Common Stock for issuance under its
1987 Stock Option Plan, pursuant to which options covering
1,557,491 shares of Hibernia Common Stock were outstanding as of
March 31, 1995; 3,660,087 (as adjusted) shares of Hibernia Common
Stock for issuance under its 1992 Long-Term Incentive Plan,
pursuant to which options covering 2,505,055 shares of Hibernia
Common Stock were outstanding as of March 31, 1995; 1,000,000
shares of Hibernia Common Stock for issuance under its 1993
Director Stock Option Plan, pursuant to which options covering
155,000 shares of Hibernia Common Stock are outstanding on the date
hereof; and 574,147 shares of Hibernia Common Stock are available
for issuance pursuant to Hibernia's Dividend Reinvestment and Stock
Purchase Plan. A merger consummated with STABA Bancshares, Inc. as
of May 1, 1995 will result in the issuance of an aggregate of
approximately 2,180,153 additional shares. Pending mergers with
Progressive Bancorporation, Inc. and Bank of St. John will result
in the issuance of approximately 6,068,966 million shares of
Hibernia Common Stock. None of the shares of Hibernia's capital
stock has been issued in violation of preemptive rights of
shareholders.
HNB is a national banking association organized and existing
under the laws of the United States of America having its principal
registered office at 313 Carondelet Street, New Orleans, Louisiana
70130. All of the issued and outstanding shares of capital stock
of HNB are owned by Hibernia. HNB is (i) an "insured bank" as
defined in the Federal Deposit Insurance Act and applicable
regulations thereunder, and (ii) has been duly organized and is
validly existing as a national bank under the laws of the United
States, and has full authority to conduct its business as and where
currently conducted.
The Boards of Directors of Seller and Hibernia have duly
approved this Agreement and have authorized the execution hereof by
Seller's Chairman of the Board and Hibernia's President and Chief
Executive Officer, respectively. Seller has directed that this
Agreement be submitted to a vote of its shareholders in accordance
with Part XI of the Louisiana Business Corporation Law ("LBCL") and
the terms of this Agreement.
In consideration of their mutual promises and obligations, the
parties hereto adopt and make this Agreement for the merger of
Seller with and into Hibernia and prescribe the terms and
conditions of such merger and the mode of carrying it into effect,
which shall be as follows:
1. The Merger. On the Effective Date (as defined in Section
14 hereof), Seller shall be merged with and into Hibernia under the
Articles of Incorporation of Hibernia, pursuant to the provisions
of, and with the effect provided in, Part XI of the LBCL (the
"Merger") and the Merger Agreement in substantially the form of
Exhibit 1 hereto (the "Merger Agreement").
2. Hibernia Capital Stock. The shares of the capital stock
of Hibernia issued and outstanding immediately prior to the
Effective Date shall, on the Effective Date, continue to be issued
and outstanding.
3. Seller Common Stock.
3.1. Conversion. On the Effective Date and subject to
the provisions of Section 3.7 hereof,
(a) each share of Seller Common Stock issued and
outstanding immediately prior to the Effective Date, other than (i)
shares as to which dissenters' rights have been perfected and not
withdrawn or otherwise forfeited under Section 12: 131 of the LBCL
and (ii) shares owned beneficially by Hibernia or its subsidiaries,
shall, by virtue of the Merger automatically and without any action
on the part of the holder thereof, become and be converted into the
number of shares of Hibernia Common Stock that equals the Exchange
Rate set forth in Section 3.8 hereof;
(b) holders of certificates which represent shares of
Seller Common Stock outstanding immediately prior to the Effective
Date (hereinafter called "Old Certificates") shall cease to be, and
shall have no rights as, shareholders of Seller;
(c) each share of Seller Common Stock held in the
treasury of Seller or owned beneficially by Hibernia or any of its
subsidiaries shall be cancelled; and
(d) Old Certificates shall be exchangeable by the
holders thereof in the manner provided in the transmittal materials
described below for new certificates for the number of whole shares
of Hibernia Common Stock to which such holders shall be entitled in
accordance with the Exchange Rate set forth in Section 3.8 and a
check representing cash paid in lieu of fractional shares as
provided in Section 3.2 hereof.
3.2. Fractional Shares. Each holder of Old Certificates
who would otherwise have been entitled to receive a fraction of a
share of Hibernia Common Stock (after taking into account all
shares of Seller Common Stock represented by the Old Certificates
then delivered by such holder) shall receive, in lieu thereof, cash
(without interest) in an amount equal to such fractional part of a
share multiplied by the Average Market Price of one share of
Hibernia Common Stock as of the Closing Date, as defined in Section
3.8(b) hereof, and no such holder shall be entitled to dividends,
voting rights or any other right of shareholders in respect of any
fractional share.
3.3. Transmittal Materials. As promptly as practicable
after the Effective Date, Hibernia shall send or cause to be sent
to each former shareholder of record of Seller transmittal
materials for use in exchanging Old Certificates for certificates
representing Hibernia Common Stock and a check representing cash
paid in lieu of fractional shares, if any. The letter of
transmittal will contain instructions with respect to the surrender
of Old Certificates and the distribution of certificates
representing Hibernia Common Stock. If any certificate for shares
of Hibernia Common Stock is to be issued in a name other than that
in which an Old Certificate surrendered for exchange is issued, the
Old Certificate so surrendered shall be properly endorsed and
otherwise in proper form for transfer and the person requesting
such exchange shall affix any requisite stock transfer tax stamps
to the Old Certificate surrendered or provide funds for their
purchase or establish to the satisfaction of the exchange agent to
be appointed by Hibernia in connection with such exchange (the
"Exchange Agent") that such taxes are not payable.
3.4. Rights as Shareholders. Former shareholders of
Seller will be able to vote after the Effective Date at any meeting
of Hibernia shareholders or pursuant to any written consent
procedure the number of whole shares of Hibernia Common Stock into
which their shares of Seller Common Stock are converted, regardless
of whether they have exchanged their Old Certificates. Whenever a
dividend is declared by Hibernia on the Hibernia Common Stock after
the Effective Date, the declaration shall include dividends on all
shares issuable hereunder, but no shareholder will be entitled to
receive his distribution of such dividends until physical exchange
of his Old Certificates shall have been effected. Upon physical
exchange of his Old Certificates, any such person shall be entitled
to receive from Hibernia an amount equal to all dividends (without
interest thereon and less the amount of taxes, if any, that may
have been withheld, imposed or paid thereon) declared, and for
which the payment has occurred, on the shares represented thereby.
3.5. Cancellation of Old Certificates. On and after the
Effective Date there shall be no transfers on the stock transfer
books of Seller or Hibernia of the shares of Seller Common Stock
which were issued and outstanding immediately prior to the
Effective Date. If, after the Effective Date, Old Certificates are
properly presented to Hibernia, they shall be cancelled and
exchanged for certificates representing shares of Hibernia Common
Stock and a check representing cash paid in lieu of fractional
shares as herein provided. Any other provision of this Agreement
notwithstanding, neither the Exchange Agent nor any party hereto
shall be liable to a holder of Seller Common Stock for any amount
paid or property delivered in good faith to a public official
pursuant to any applicable abandoned property, escheat, or similar
law.
3.6. Property Transfers. From time to time, as and when
requested by Hibernia and to the extent permitted by Louisiana law,
the officers and directors of Seller last in office shall execute
and deliver such deeds and other instruments and shall take or
cause to be taken such further or other actions as shall be
necessary in order to vest or perfect in or to confirm of record or
otherwise to Hibernia title to, and possession of, all the
property, interests, assets, rights, privileges, immunities,
powers, franchises, and authorities of Seller, and otherwise to
carry out the purposes of this Agreement.
3.7. Dissenters' Shares. Shares of Seller Common Stock
held by any holder having rights of a dissenting shareholder as
provided in Part XIII of the LBCL, who shall have properly objected
to the Merger and who shall have properly demanded payment on his
stock in accordance with and subject to the provisions of Section
12:131 of the LBCL, shall not be converted as provided in Section
3.1 hereof until such time as such holder shall have failed to
perfect, or shall have effectively lost, his right to appraisal of
and payment for his shares of Seller Common Stock, at which time
such shares shall be converted as provided in Section 3.1 hereof.
3.8. Exchange Rate.
(a) The Exchange Rate shall be the number that is number
obtained by dividing 889,640 (as defined below) by the total number
of issued and outstanding shares of Seller Common Stock on the
Closing Date.
(b) For purposes of this Agreement, the Average Market
Price of Hibernia Common Stock on the Closing Date shall be the
average of the mean of the high and low prices of one share of
Hibernia Common Stock for the five business days preceding the last
trading day immediately prior to the Closing Date as reported in
The Wall Street Journal.
4. Articles of Incorporation; Bylaws. The Articles of
Incorporation and Bylaws of Hibernia in force immediately prior to
the Effective Date shall on and after the Effective Date continue
to be the Articles of Incorporation and Bylaws of Hibernia,
respectively, unless altered, amended or repealed in accordance
with applicable law.
5. Employees. Hibernia shall cause to be provided as soon
as practicable after the Effective Date for the employees of Seller
and the Bank immediately prior to the Effective Date the employee
benefits then made available to employees of Hibernia and its
subsidiaries, subject to the terms and conditions under which those
employee benefits are made available to such employees; provided,
however, that for purposes of determining the eligibility of an
employee of Seller or the Bank (or both) to receive, and the
benefits to which such employee shall be entitled, under Hibernia's
benefits plans after the Effective Date, any period of employment
of such employee with Seller or the Bank shall be deemed equivalent
to having been employed for that same period by Hibernia and/or its
subsidiaries and provided further, however, that if Hibernia
determines in good faith that it cannot merge any benefit plan of
Seller or Bank into a comparable benefit plan of Hibernia or HNB
without creating material potential liability for Hibernia's or
HNB's plan, then Hibernia shall be entitled to freeze the existing
benefit plan of Seller and prohibit participation by former
employees of Seller or Bank in Hibernia's plan for the period of
time required by applicable law to ensure that Hibernia's and HNB's
benefit plans are not deemed to be successor plans of the Seller
plan in question.
6. Negative Covenants. From the date hereof until the
Effective Date, or until the termination of this Agreement, Seller
covenants and agrees that it will not do, or agree to commit to do,
and Seller will cause the Bank not to do and not to agree or commit
to do, without the prior written consent of Hibernia, any of the
following:
(a) in the case of Seller (and not the Bank), make,
declare, set aside or pay any dividend or declare or make any
distribution on, or directly or indirectly combine, redeem,
purchase or otherwise acquire, any shares of Seller Common Stock
(other than in a fiduciary capacity); provided, however, that
Seller may pay quarterly dividends in an amount not to exceed $5.00
per share per quarter from the date of this Agreement through the
Effective Date; provided, further, that if the Effective Date is
prior to the record date for the Hibernia quarterly dividend, then
the shareholders of Seller shall receive the Hibernia dividend for
the calendar quarter during which the Effective Date occurs and if
the Effective Date is after the Hibernia record date for its
quarterly dividend, the Seller's shareholders shall receive
Seller's dividend, if declared, for the calendar quarter during
which the Effective Date occurs. The intent of this Agreement
being that Seller's shareholders receive either Hibernia's dividend
or Seller's dividend, but not both, for the calendar quarter during
which the Effective Date occurs;
(b) authorize the creation or issuance of or issue any
additional shares of its capital stock, or any options, calls,
warrants, stock appreciation rights or commitments relating to its
capital stock or any securities or obligations convertible into or
exchangeable for, or giving any person any right to subscribe for
or acquire from it, shares of its capital stock;
(c) enter into any employment contracts (other than the
employment contracts with Messrs. Schneider, Ms. Knight and Mr.
Dickerson contemplated in Section 12.14 hereto) with, increase the
rate of compensation of, or pay or agree to pay any bonus to, any
of its directors, officers or employees, except in accordance with
existing policy; provided, however, that Seller or Bank may pay
bonuses to the employees listed on Schedule 6(c) hereto in amounts
not to exceed the respective amounts set forth next to their names
on such schedule, and provided, further, that Seller or Bank may
make contributions to the Bank's profit-sharing plan for 1995, from
the date of this Agreement until the closing of the Merger, that
are consistent in amount and timing with past practices in the
previous two years;
(d) enter into or substantially modify (except as may be
required by applicable law) any pension, retirement, stock option,
stock purchase, stock appreciation right, savings, profit sharing,
deferred compensation, consulting, bonus, group insurance or other
employee benefit, incentive or welfare contract, plan or
arrangement, or any trust agreement related thereto, in respect of
any of its directors, officers or other employees;
(e) other than as contemplated hereby, (i) carry on its
business other than in the usual, regular and ordinary course in
substantially the same manner as heretofore conducted, (ii) amend
its or the Bank's Articles of Incorporation or Bylaws, (iii)
impose, or suffer the imposition, on any share of stock held by
Seller in the Bank, of any material lien, charge, or encumbrance,
or permit any such lien to exist, other than as provided in
Louisiana Revised Statutes Section 6:262, (iv) establish or add any
automatic teller machines or branch or other banking offices, (v)
make any capital expenditures in excess of $25,000 or (vi) take any
action that would materially and adversely affect the ability of
any party hereto to obtain the approvals necessary for consummation
of the transactions contemplated hereby or that would materially
and adversely affect Seller's ability to perform its covenants and
agreements hereunder;
(f) except with respect to transactions contemplated
hereby, merge with any other corporation or bank or permit any
other corporation or bank to merge into it or consolidate with any
other corporation or bank; acquire control over any other firm,
bank, corporation or organization or create any subsidiary (except
in a fiduciary capacity or in connection with foreclosures in bona
fide loan transactions); liquidate; or sell or dispose of any
assets or acquire any assets, otherwise than in the ordinary course
of its business consistent with its past practice; or
(g) knowingly fail to comply with any laws, regulations,
ordinances, or governmental actions applicable to it and to the
conduct of its business in a manner significant, material and
adverse to its business.
7. Representations and Warranties of Seller. Seller (and
not its directors or officers in their personal capacities) hereby
represents and warrants as follows:
7.1. Recitals. The facts set forth in the preamble to
this Agreement with respect to it are true and correct.
7.2. Organization and Qualification. Each of Seller and
the Bank is a corporation or bank duly organized, validly existing,
and in good standing under the laws of the State of Louisiana or
the United States; each of Seller and the Bank has the corporate
power and authority to carry on its business as it is now being
conducted and to own, lease and operate its assets, properties and
business; and Seller has all requisite power and authority to
execute and deliver this Agreement and perform its obligations
hereunder.
7.3. Ownership of Other Banks. Seller does not own,
directly or indirectly, 5 percent or more of the outstanding
capital stock or other voting securities of any corporation, bank,
or other organization except the Bank. The presently authorized
capital stock of the Bank consists solely of 50,000 shares of
common stock of the par value of $ 20 each, of which 9,670 shares
of common stock are outstanding. The outstanding shares of capital
stock of the Bank are validly issued and outstanding, fully paid
and, except as may be affected by 12 U.S.C. Section 55,
nonassessable and, except as provided on Schedule 7.3 hereto, all
of such shares are owned by Seller, free and clear of all liens,
claims and encumbrances.
7.4. Corporate Authorization. The execution, delivery
and performance of this Agreement have been authorized by Seller's
Board of Directors, and, subject to the approval of this Agreement
by its shareholders in accordance with the LBCL, all corporate acts
and other proceedings required for the due and valid authorization,
execution, delivery and performance by Seller of this Agreement and
the consummation of the Merger have been validly and appropriately
taken. Subject to such shareholder approval and to such regulatory
approvals as are required by law, this Agreement is a legal, valid
and binding obligation of Seller, enforceable against Seller in
accordance with its terms, except that enforcement may be limited
by bankruptcy, reorganization, insolvency and other similar laws
and court decisions relating to or affecting the enforcement of
creditors' rights generally and by general equitable principles or
principles of Louisiana law that are similar to equitable
principles in jurisdictions that recognize a distinction between
law and equity.
7.5. No Conflicts. Except as disclosed on Schedule 7.5
hereto, the execution and delivery of this Agreement by Seller does
not, and the consummation of the transactions contemplated hereby
by it will not, constitute (i) a breach or violation of, or a
default under, any law, rule or regulation or any judgment, decree,
order, governmental permit or license, or agreement, indenture or
instrument of Seller or the Bank or to which Seller or the Bank is
subject, which breach, violation or default would have a material
and adverse effect on the financial condition, properties,
businesses or results of operations of Seller and the Bank taken as
a whole or on the transactions contemplated hereby, (ii) to the
best of the knowledge of Seller's management, a breach or violation
of, or a default under, any law, rule or regulation or any
judgment, decree, order, governmental permit or license, or
agreement, indenture or instrument of Seller or the Bank or to
which Seller or the Bank is subject, or (iii) a breach or violation
of, or a default under, the Articles of Incorporation or Bylaws of
Seller or the Bank; and the consummation of the transactions
contemplated hereby will not require any consent or approval under
any such law, rule, regulation, judgment, decree, order,
governmental permit or license or the consent or approval of any
other party to any such agreement, indenture or instrument, other
than any required approvals of shareholders and applicable
regulatory authorities.
7.6. Financial Statements; Dividend Restrictions.
Seller has delivered to Hibernia prior to the execution of this
Agreement true and correct copies of the following consolidated
financial statements (collectively referred to herein as the
"Seller Financial Statements"): Seller's Consolidated Balance
Sheets as of March 31, 1995 and 1994 (unaudited) and December 31,
1994, 1993 and 1992 (audited); Consolidated Statements of Income
and Changes in Stockholders' Equity and Consolidated Statements of
Cash Flows for the years ended December 31, 1994, 1993 and 1992
(audited), and Consolidated Statements of Income for the three-
month periods ended March 31, 1995 and 1994 (unaudited). Each of
the Seller Financial Statements (including the related notes)
fairly presents the consolidated results of operations of Seller
and the Bank for the respective periods covered thereby and the
consolidated financial condition of Seller and the Bank as of the
respective dates thereof (subject, in the case of unaudited
statements, to year-end audit adjustments that will not be material
in amount or effect), in each case in accordance with GAAP
consistently applied during the periods involved, except as may be
noted therein. Except as disclosed in the Seller Financial
Statements, including the notes thereto, or Schedule 7.6 hereto,
and except as otherwise required by this Agreement, there are no
restrictions in any note, indenture, agreement, statute or
otherwise (except for statutes or regulations applicable to
Louisiana corporations or national banks generally) precluding
Seller or the Bank from paying dividends, in each case when, as and
if declared by its Board of Directors.
7.7. No Material Adverse Change. Since March 31, 1995,
there has been no event or condition of any character (whether
actual, or to the knowledge of Seller or the Bank, threatened or
contemplated) that has had or can reasonably be anticipated to
have, or that, if concluded or sustained adversely to Seller, would
reasonably be anticipated to have, a material adverse effect on the
financial condition, results of operations, business or prospects
of Seller or the Bank, excluding changes in laws or regulations
that affect banking institutions generally.
7.8. Litigation and Proceedings. Except as set forth on
Schedule 7.8 hereto, no litigation, proceeding or controversy
before any court or governmental agency is pending against Seller
that in the opinion of its management is likely to have a material
and adverse effect on the business, results of operations or
financial condition of Seller and the Bank taken as a whole, and,
to the best of its knowledge, no such litigation, proceeding or
controversy has been threatened or is contemplated. Except as
disclosed on Schedule 7.8 hereto, no member of Seller's
consolidated group is subject to any written agreement, memorandum,
or order with or by any bank or bank holding company regulatory
authority restricting its operations or requiring any material
actions.
7.9. Material Contracts. Except for this Agreement and
arrangements made in the ordinary course of business or disclosed
on Schedule 7.9 hereto, neither Seller nor the Bank is bound by any
material contract to be performed after the date hereof that is not
terminable by Seller or the Bank without penalty or liability on
thirty days prior notice.
7.10. Brokers' or Finders' Fees. No agent, broker,
investment banker, investment or financial advisor or other person
acting on behalf of Seller or the Bank or under their authority is
entitled to any commission, broker's or finder's fee from any of
the parties hereto in connection with any of the transactions
contemplated by this Agreement.
7.11. Contingent Liabilities. Except as disclosed on
Schedule 7.11 hereto or as reflected in the Seller Financial
Statements and except in the case of the Bank for unfunded loan
commitments made in the ordinary course of business consistent with
past practices, as of March 31, 1995, neither Seller nor the Bank
has any obligation or liability (contingent or otherwise) that was
material, or that when combined with all similar obligations or
liabilities would have been material, to Seller and the Bank taken
as a whole and there does not exist a set of circumstances
resulting from transactions effected or events occurring prior to,
on, or after March 31, 1995, or from any action omitted to be taken
during such period that, to the knowledge of Seller, could
reasonably be expected to result in any such material obligation or
liability.
7.12. Tax Liability. The amounts set up as liabilities
for taxes in the Seller Financial Statements are sufficient for the
payment of all respective taxes (including, without limitation,
federal, state, local, and foreign excise, franchise, property,
payroll, income, capital stock, and sales and use taxes) accrued in
accordance with GAAP and unpaid at the respective dates thereof.
7.13. Material Obligations Paid. Since March 31, 1995,
neither Seller nor the Bank has incurred or paid any obligation or
liability that would be material to Seller on a consolidated basis,
except for obligations incurred or paid in connection with
transactions by it in the ordinary course of its business
consistent with its past practices.
7.14. Tax Returns; Payment of Taxes. All federal,
state, local, and foreign tax returns (including, without
limitation, estimated tax returns, withholding tax returns with
respect to employees, and FICA and FUTA returns) required to be
filed by or on behalf of Seller or the Bank have been timely filed
or requests for extensions have been timely filed and granted and
have not expired for periods ending on or before December 31, 1992,
and all returns filed are complete and accurate to the best
information and belief of their respective managements; all taxes
shown on filed returns have been paid. As of the date hereof,
there is no audit, examination, deficiency or refund litigation or
matter in controversy with respect to any taxes that might result
in a determination materially adverse to Seller or the Bank except
as reserved against in the Seller Financial Statements. All taxes,
interest, additions and penalties due with respect to completed and
settled examinations or concluded litigation have been paid, and
Seller's reserves for bad debts at December 31, 1992, as filed with
the Internal Revenue Service were not greater than the maximum
amounts permitted under the provisions of Section 585 of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code").
7.15. Loans. To the best knowledge and belief of its
management, each loan reflected as an asset of Seller in the Seller
Financial Statements, as of March 31, 1995, or acquired since that
date, is the legal, valid, and binding obligation of the obligor
named therein, enforceable in accordance with its terms, and no
loan is subject to any asserted defense, offset or counterclaim
known to Seller, except as disclosed in writing to Hibernia on or
prior to the date hereof.
7.16. Allowance for Loan Losses. The allowances for
possible loan losses shown on the balance sheets of Seller as of
March 31, 1995 are adequate in all material respects under the
requirements of GAAP to provide for possible losses, net of
recoveries, relating to loans previously charged off, on loans
outstanding (including accrued interest receivable) as of March 31,
1995, and each such allowance has been established in accordance
with GAAP.
7.17. Title to Assets; Adequate Insurance Coverage.
(a) As of March 31, 1995, Seller and the Bank had, and
except with respect to assets disposed of for adequate
consideration in the ordinary course of business since such date,
now have, good and merchantable title to all real property and good
and merchantable title to all other material properties and assets
reflected in the Seller Financial Statements, free and clear of all
mortgages, liens, pledges, restrictions, security interests,
charges and encumbrances of any nature except for (i) mortgages and
encumbrances which secure indebtedness which is properly reflected
in the Seller Financial Statements or which secure deposits of
public funds as required by law; (ii) liens for taxes accrued by
not yet payable; (iii) liens arising as a matter of law in the
ordinary course of business with respect to obligations incurred
after March 31, 1995, provided that the obligations secured by such
liens are not delinquent or are being contested in good faith; (iv)
such imperfections of title and encumbrances, if any, as do not
materially detract from the value or materially interfere with the
present use of any of such properties or assets or the potential
sale of any such owned properties or assets; and (v) capital leases
and leases, if any, to third parties for fair and adequate
consideration. Seller and the Bank own, or have valid leasehold
interests in, all material properties and assets, tangible or
intangible, used in the conduct of its business. Any real property
and other material assets held under lease by Seller or the Bank
are held under valid, subsisting and enforceable leases with such
exceptions as are not material and do not interfere with the use
made or proposed to be made by Hibernia in such lease of such
property.
(b) With respect to each lease of any real property or
a material amount of personal property to which Seller or the Bank
is a party, except for financing leases in which Seller or the Bank
is lessor, (i) such lease is in full force and effect in accordance
with its terms; (ii) all rents and other monetary amounts that have
become due and payable thereunder have been paid; (ii) there exists
no default or event, occurrence, condition or act which with the
giving of notice, the lapse of time or the happening of any further
event, occurrence, condition or act would become a default under
such lease; and (iv) neither the Merger nor the merger of the Bank
and HNB will constitute a default or a cause for termination or
modification of such lease.
(c) Neither Seller nor the Bank has any legal
obligation, absolute or contingent, to any other person to sell or
otherwise dispose of any substantial part of its assets or to sell
or dispose of any of its assets except in the ordinary course of
business consistent with past practices.
(d) To the knowledge and belief of its management, the
policies of fire, theft, liability and other insurance maintained
with respect to the assets or businesses of Seller and the Bank
provide adequate coverage against loss and the fidelity bonds in
effect as to which Seller or the Bank is named insured meet the
applicable standards of the American Bankers Association.
7.18. Employee Plans. To the best of Seller's knowledge
and belief, it, the Bank, and all "employee benefit plans," as
defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), that cover one or more employees
employed by Seller or the Bank:
(i) is in compliance with all laws, regulations,
reporting and licensing requirements and orders applicable to its
business or to such plan or any of its employees (because of such
employee's activities on behalf of it), the breach or violation of
which could have a material and adverse effect on such business;
and
(ii) has received no notification from any agency
or department of federal, state or local government or the staff
thereof asserting that any such entity is not in compliance with
any of the statutes, regulations or ordinances that such
governmental authority enforces, or threatening to revoke any
license, franchise, permit or governmental authorization, and is
subject to no agreement with any such governmental authority with
respect to its assets or business.
The Bank currently maintains The First National Bank of Lake
Providence Profit Sharing Plan and Trust (Integrated) as a
qualified retirement plan for the benefit of its employees. That
plan has previously received a determination letter from the
Internal Revenue Service dated January 24, 1986 and a new request
for a determination letter for such plan is pending with the
Internal Revenue Service as of the date of this Agreement.
7.19. Copies of Employee Plans. On or prior to the date
hereof, Seller has provided Hibernia with true, complete and
accurate copies of all pension, retirement, stock purchase, stock
bonus, stock ownership, stock option, savings, stock appreciation
right or profit-sharing plans, any employment, deferred
compensation, consultant, severance, bonus, or collective
bargaining agreement or group insurance contract, or any other
incentive, welfare, or employee benefit plan or agreement
maintained by it or the Bank for its or the Bank's employees or
former employees.
7.20. Plan Liability. Except for liabilities to the
Pension Benefit Guaranty Corporation pursuant to Section 4007 of
ERISA, all of which have been fully paid, and except for
liabilities to the Internal Revenue Service under section 4971 of
the Internal Revenue Code, all of which have been fully paid,
neither Seller nor the Bank has any liability to the Pension
Benefit Guaranty Corporation or to the Internal Revenue Service
with respect to any pension plan qualified under Section 401 of the
Internal Revenue Code.
7.21. No Default. Neither Seller nor the Bank is in
default in any material respect under any contract, agreement,
commitment, arrangement, lease, insurance policy or other
instrument to which it is a party or by which its respective
assets, business or operations may be bound or affected or under
which it or its respective assets, business or operations receive
benefits, and there has not occurred any event that with the lapse
of time or the giving of notice or both would constitute such a
default.
7.22. Minutes. Prior to the date hereof, Seller has
made available to Hibernia, for inspection pursuant to the terms of
Section 9.5 hereof, the minutes of meetings of Seller's and the
Bank's respective Boards of Directors and all committees thereof
held prior to the date hereof, which minutes are complete and
correct in all respects and fully and fairly present the
deliberations and actions of such Boards and committees and
accurately reflect the business condition and operations of Seller
and the Bank as of the dates and for the periods indicated therein.
7.23. Insurance Policies. Attached hereto as Schedule
7.23 is a schedule detailing all policies of fire, theft, public
liability, and other insurance (including without limitation
fidelity bonds and directors and officers liability insurance)
maintained by Seller or the Bank at the date hereof. Except as
disclosed on Schedule 7.23 hereto, neither Seller nor the Bank has
received any notice of a premium increase or cancellation with
respect to any of its insurance policies or bonds, and within the
last three years, neither Seller nor the Bank has been refused any
insurance coverage sought or applied for, and it has no reason to
believe that existing insurance coverage cannot be renewed as and
when the same shall expire, upon terms and conditions as favorable
as those presently in effect, other than possible increases in
premiums or unavailability of coverage that do not result from any
extraordinary loss experience of Seller or the Bank.
7.24. Investments. Except for pledges to secure public
or trust deposits, none of the investments reflected in the Seller
Financial Statements under the heading "Investment Securities," and
none of the investments made by Seller or the Bank since March 31,
1995, and none of the assets reflected in the Seller Financial
Statements under the heading "Cash and Due From Banks," is subject
to any restriction, whether contractual or statutory, that
materially impairs the ability of Seller or the Bank freely to
dispose of such investment at any time. With respect to all
repurchase agreements to which Seller or the Bank is a party,
Seller or the Bank, as the case may be, has a valid, perfected
first lien or security interest in the government securities or
other collateral securing each such repurchase agreement which
equals or exceeds the amount of the debt secured by such collateral
under such agreement.
7.25. Environmental Matters. Neither Seller nor the
Bank nor, to the knowledge of Seller and the Bank, any previous
owner or operator of any properties at any time owned (including
any properties owned as a result of foreclosure of a loan, whether
still owned or subsequently resold) leased, or occupied by Seller
or the Bank or used by Seller or the Bank in their respective
business ("Seller Properties") used, generated, treated, stored, or
disposed of any hazardous waste, toxic substance, or similar
materials on, under, or about Seller Properties except in
compliance with all applicable federal, state, and local laws,
rules, and regulations pertaining to air and water quality,
hazardous waste, waste disposal, air emissions, and other
environmental matters ("Environmental Laws"). Neither Seller nor
the Bank has received any notice of noncompliance with
Environmental Laws, applicable laws, orders, or regulations of any
governmental authorities relating to waste generated by any such
party or otherwise or notice that any such party is liable or
responsible for the remediation, removal, or clean-up of any site
relating to Seller Properties.
8. Representations and Warranties of Hibernia. Hibernia
(and not its directors or officers in their personal capacities)
hereby represents and warrants as follows:
8.1. Recitals. The facts set forth in the preamble to
this Agreement with respect to it are true and correct.
8.2. Organization and Qualification. Hibernia is a
corporation, and HNB is a national banking association, duly
organized, validly existing and in good standing under the laws of
the State of Louisiana and the United States of America,
respectively. Each of Hibernia and its material subsidiaries has
the corporate power and authority to carry on its business as it is
now being conducted and to own, lease and operate its assets,
properties and business, and Hibernia has all requisite power and
authority to execute and deliver this Agreement and perform its
obligations hereunder.
8.3. Shares Fully Paid and Non Assessable. The
outstanding shares of capital stock of Hibernia Corporation and HNB
are validly issued and outstanding, fully paid and nonassessable
(subject, in the case of HNB, to 12 U.S.C. Section 55) and all of
such shares of HNB are owned directly or indirectly by Hibernia
free and clear of all liens, claims, and encumbrances. The shares
of Hibernia Common Stock to be issued in connection with the Merger
pursuant to this Agreement will have been duly authorized and, when
issued in accordance with the terms of this Agreement, will be
validly issued, fully paid, and nonassessable.
8.4. Due Authorization. The execution, delivery and
performance of this Agreement have been authorized by Hibernia's
Board of Directors, and, subject to the regulatory and other
approvals required by Section 12 hereof, all corporate acts and
other proceedings required for the due and valid authorization,
execution, delivery and performance by Hibernia of this Agreement
and the consummation of the Merger have been validly and
appropriately taken. Subject to receipt of the regulatory and
other approvals required by Section 12 hereof, this Agreement is a
legal, valid, and binding obligation of Hibernia enforceable
against Hibernia in accordance with its terms, except that
enforcement may be limited by bankruptcy, insolvency, and other
laws of general applicability relating to or affecting creditors'
rights generally and by general equitable principles or principles
of Louisiana law that are similar to equitable principles in
jurisdictions that recognize a distinction between law and equity.
8.5. No Conflicts. Except as disclosed on Schedule 8.5
hereto, the execution and delivery of this Agreement by Hibernia
does not, and the consummation of the transactions contemplated
hereby by it will not, constitute (i) a breach or violation of, or
a default under, any law, rule, or regulation or any judgment,
decree, order, governmental permit or license, or agreement,
indenture, or instrument of Hibernia or its subsidiaries or by
which Hibernia or any of its subsidiaries is subject, which breach,
violation or default would have a material and adverse effect on
the financial condition, properties, businesses, or results of
operations of Hibernia and its subsidiaries taken as a whole or on
the transactions contemplated hereby, (ii) to the best of the
knowledge of Hibernia's management, a breach or violation of, or a
default under, any law, rule, or regulation or any judgment,
decree, order, governmental permit or license, or agreement,
indenture, or instrument of Hibernia or its subsidiaries or to
which Hibernia or any of its subsidiaries is subject, or (iii) a
breach or violation of, or a default under the Articles of
Incorporation or Association or Bylaws of Hibernia, or of its
subsidiaries, and the consummation of the transactions contemplated
hereby will not require any consent or approval under any such law,
rule, regulation, judgment, decree, order, governmental permit or
license or the consent or approval of any other party to any such
agreement, indenture, or instrument, other than any required
approvals of shareholders and applicable regulatory authorities.
8.6. Reports of Hibernia. As of their respective dates,
none of its Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, its Quarterly Reports on Form 10-Q for the
period ended March 31, 1995, and its proxy statement for its 1995
annual meeting of shareholders, each in the form (including
exhibits) filed with the Securities and Exchange Commission (the
"SEC") and its quarterly report to shareholders for the period
ended March 31, 1995 (collectively, the "Hibernia Reports"),
contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to
make the statements made therein, in light of the circumstances
under which they were made, not misleading. There is no fact or
circumstance that, individually or in the aggregate, materially and
adversely has affected or is so affecting, or, in the opinion of
the executive officers of Hibernia, may reasonably be expected in
the future to so affect, the business, financial condition, net
worth, properties, prospects or results of operations of Hibernia
and its subsidiaries, taken as a whole, that has not been disclosed
in the Hibernia Reports. Each of the balance sheets in or
incorporated by reference into the Hibernia Reports (including the
related notes) fairly presents the financial position of the entity
or entities to which it relates as of its date and each of the
statements of income and stockholders' equity and statement of cash
flows or equivalent statements in the Hibernia Reports (including
any related notes and schedules) fairly presents the results of
operations and changes in stockholders' equity, as the case may be,
of the entity or entities to which it relates for the periods set
forth therein (subject, in the case of unaudited statements, to
year-end audit adjustments that will not be material in amount or
effect), in each case in accordance with GAAP consistently applied
during the periods involved, except as may be noted therein.
Copies of the Hibernia Reports have been furnished to Seller on or
before the date hereof.
8.7. No Material Adverse Change. Since March 31, 1995,
there has been no event or condition of any character (whether
actual, or to the knowledge of Hibernia or HNB, threatened or
contemplated) that has had or can reasonably be anticipated to
have, or that, if concluded or sustained adversely to Hibernia,
would reasonably be anticipated to have, a material adverse effect
on the financial condition, results of operations, business or
prospects of Hibernia or HNB, excluding changes in laws or
regulations that affecting banking institutions generally.
8.8. Community Reinvestment Act Performance Evaluation.
Attached hereto as Schedule 8.8 is copy of the Community
Reinvestment Act Performance Evaluation presently in effect with
respect to HNB.
8.9. Use of Pooling of Interests Accounting Treatment.
To the knowledge of management of Hibernia, there is no reason to
believe that the Merger will not qualify for pooling-of-interests
accounting treatment, it being understood by the parties that
Hibernia has performed no due diligence with regard to Seller and
the Bank and that such representation is limited to facts and
circumstances known to management of Hibernia as of the date of
this Agreement.
9. Agreements and Covenants. Hibernia and Seller each
hereby agrees and covenants to the other that:
9.1. Shareholder Approvals. If required by applicable
law, this Agreement shall be submitted to its respective
shareholders at a special meeting called and held in accordance
with applicable provisions of law (to be scheduled to the extent
possible for the date of the shareholders' meeting for the other
party hereto, if any) at which its shareholders shall be asked to
consider and vote upon this Agreement and the transactions
contemplated hereby.
9.2. Actions Necessary to Complete Merger. It shall use
its best efforts in good faith to take or cause to be taken all
action necessary or desirable under this Agreement on its part as
promptly as practicable so as to permit the consummation of this
Agreement at the earliest possible date (including obtaining the
consent or approval of each governmental authority and individual,
partnership, corporation, association, or any other form of
business or professional entity whose consent or approval is
required for the consummation of the transactions contemplated
hereby, requesting the delivery of appropriate opinions and letters
from its counsel and recommending that this Agreement be approved
by its shareholders) and cooperate fully with the other party
hereto to that end; provided, however, that neither party shall be
obligated to take or cause to be taken any action which is or
creates a material burden on such party, except to the extent such
actions are reasonably anticipated to be required in order to
effect the Merger.
9.3. Preparation of Registration Statement and Proxy
Statement. It shall prepare as promptly as practicable jointly
with the other party hereto a proxy statement to be mailed to the
shareholders of each party the shareholders of which are to vote
upon this Agreement in connection with the transactions
contemplated hereby and to be part of a registration statement (the
"Registration Statement") to be filed by Hibernia with the SEC
pursuant to the Securities Act of 1933, as amended (the "1933 Act")
with respect to the shares to be issued in the Merger. When the
Registration Statement or any post-effective amendment thereto
shall become effective, and at all times subsequent to such
effectiveness, up to and including the time of the last shareholder
meeting with respect to the transactions contemplated hereby, such
Registration Statement and all amendments or supplements thereto,
with respect to all information set forth therein furnished or to
be furnished by Hibernia relating to Hibernia and by Seller
relating to Seller, (i) will comply in all material respects with
the provisions of the 1933 Act and the rules and regulations of the
SEC thereunder and (ii) will not contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements contained
therein not misleading. Hibernia will advise Seller promptly after
it receives notice thereof of the time when the Registration
Statement has become effective or any supplement or amendment has
been filed, of the issuance of any stop order, of the suspension of
the qualification of the Hibernia Common Stock issuable in
connection with the Merger for offering or sale in any
jurisdiction, of the initiation or threat of any proceeding for any
such purpose, or of any request by the SEC for the amendment or
supplement of the Registration Statement or for additional
information.
9.4. Press Releases and Public Statements. Unless
approved by the other in advance, neither Hibernia nor Seller will
issue any press release, marketing or advertising material or other
written statement for general circulation relating to the
transactions contemplated hereby, except as otherwise required by
law. The parties will cooperate in any public announcements
directly related to the Merger; provided, however, that, in the
event Hibernia determines to file a registration statement under
the 1933 Act containing a description of the terms of the Mergers,
or a current report on Form 8-K that discloses only the substantive
facts of a previously released press release, such filing may be
made without prior consultation with Seller so long as Seller is
furnished with a copy of such registration statement or report
within a reasonable time after its filing.
9.5. Material Developments; Access to Information.
(i) In order to afford Seller access to such
information as it may reasonably deem necessary to perform its due
diligence review with respect to Hibernia and its assets in
connection with the Merger, Hibernia shall (and shall cause HNB
to), (A) upon reasonable notice, afford Seller and its officers,
employees, counsel, accountants and other authorized
representatives, during normal business hours throughout the period
prior to the Effective Date and to the extent consistent with
applicable law, access to its premises, properties, books and
records, and to furnish Seller and such representatives with such
financial and operating data and other information of any kind
respecting its business and properties as Seller shall from time to
time reasonably request to perform such review, (B) furnish Seller
with copies of all reports filed by Hibernia with the Securities
and Exchange Commission ("SEC") throughout the period after the
date hereof prior to the Effective Date promptly after such reports
are so filed, and (C) promptly advise Seller of the occurrence
before the Effective Date of any event or condition of any
character (whether actual or to the knowledge of Hibernia,
threatened or contemplated) that has had or can reasonably be
anticipated to have, or that, if concluded or sustained adversely
to Hibernia, would reasonably be anticipated to have, a material
adverse effect on the financial condition, results of operations,
business or prospects of its consolidated group as a whole.
(ii) In order to afford Hibernia access to such
information as it may reasonably deem necessary to perform any due
diligence review with respect to the assets of Seller to be
acquired as a result of the Merger, Seller shall (and shall cause
the Bank to), upon reasonable notice, afford Hibernia and its
officers, employees, counsel, accountants, and other authorized
representatives access, during normal business hours throughout the
period prior to the Effective Date, to all of its and the Bank's
properties, books, contracts, commitments, loan files, litigation
files, and records (including, but not limited to, the minutes of
the Boards of Directors of Seller and the Bank and all committees
thereof), and it shall (and shall cause the Bank to), upon
reasonable notice and to the extent consistent with applicable law,
furnish promptly to Hibernia such information as Hibernia may
reasonably request to perform such review.
(iii) No investigation pursuant to this Section 9.5
shall affect or be deemed to modify any representation or warranty
made by, or the conditions to the obligations to consummate the
Merger of, either party to this Agreement.
9.6. Prohibited Negotiations. Prior to the Effective
Date, neither Seller nor the Bank shall solicit or encourage
inquiries or proposals with respect to, furnish any information
relating to, or participate in any negotiations or discussions
concerning, any acquisition or purchase of all or a substantial
portion of the assets of, or of a substantial equity interest in,
Seller or the Bank or any business combination with Seller or the
Bank other than as contemplated by this Agreement. Seller shall
instruct each officer, director, agent, or affiliate of it or the
Bank to refrain from doing any of the above, and Seller will notify
Hibernia promptly if any such inquiries or proposals are received
by, any such information is requested from, or any such
negotiations or discussions are sought to be initiated with,
Seller; provided, however, that nothing contained in this section
shall be deemed to prohibit any officer or director of Seller or
the Bank from taking any action that, in the opinion of counsel to
Seller or the Bank, a copy of which opinion shall be furnished to
Hibernia upon its request, is required by applicable law.
9.7. Affiliates. Prior to the Closing Date (as defined
in Section 14 hereof), Seller shall deliver to Hibernia a letter
identifying all persons whom it believes to be "affiliates" of
Seller for purposes of Rule 145(c) or Rule 144 (as applicable)
under the 1933 Act ("Affiliates"). Seller shall use its best
efforts to cause each person so identified to deliver to Hibernia
prior to the Effective Date a written agreement in substantially
the form of Exhibit 9.7 hereto providing, among other things,that
such person will not dispose of Hibernia Common Stock received in
the Merger except in compliance with the 1933 Act and the rules and
regulations thereunder and except in accordance with Section 201.01
of the SEC's Codification of Financial Reporting Policies;
provided, however, that Seller shall have no such obligation to use
its best efforts to cause any such identified person to deliver to
Hibernia such agreement if such person may not lawfully execute
such agreement.
9.8. Adjustment for Changes in Outstanding Shares. In
the event that prior to the Effective Date the outstanding shares
of Hibernia Common Stock shall have been increased, decreased, or
changed into or exchanged for a different number or kind of shares
or securities by reorganization, recapitalization,
reclassification, stock dividend, stock split, or other like
changes in the Hibernia's capitalization, then an appropriate and
proportionate adjustment shall be made in the number and kind of
shares of Hibernia Common Stock to be thereafter delivered pursuant
to Section 3.1 hereof.
9.9. Accounting Treatment. It shall use its best
efforts to cause the Merger to qualify for pooling-of-interests
accounting treatment to the extent factors affecting such treatment
are within its control.
9.10. Cooperation in Bank Merger. Promptly upon request
by Hibernia, Seller shall, and it shall cause the Bank to, take any
and all necessary or appropriate actions to cause the Bank to
become merged with and into HNB effective as of, or as soon as
practicable after, the Effective Date if so requested by Hibernia;
provided, however, that Seller acknowledges and agrees that the
determination as to when and if the Bank and HNB shall be merged
shall be solely within Hibernia's discretion.
9.11. Adoption of Accounting Policies. As soon as
practicable after the satisfaction or waiver of all conditions to
the Closing set forth in Section 12 of this Agreement and in any
event prior to the Effective Date (unless this Agreement is
terminated pursuant to Section 13 hereof), Seller shall, and it
shall cause the Bank to, take any and all necessary or appropriate
actions to adopt all Hibernia accounting procedures and policies
(including without limitation those policies pertaining to charged-
off and non-accrual assets); provided, however, that no such
action taken by Seller or the Bank at the request of Hibernia or
HNB pursuant to this Section shall be deemed to be, or be deemed to
cause, a breach of any representation or warranty made by Seller
herein.
9.12. Indemnification of Directors and Officers of
Seller and the Bank.
(a) From and after the Effective Date of the Merger,
Hibernia agrees to indemnify and hold harmless each person who, as
of the date immediately prior to the Closing Date, served as an
officer or director of Seller or the Bank (an "Indemnified Person")
from and against all damages, liabilities, judgments and claims
(and related expenses including, but not limited to, attorney's
fees and amounts paid in settlement) based upon or arising from his
capacity as an officer or director of Seller or the Bank, to the
same extent as he would have been indemnified under the Articles of
Incorporation and/or Bylaws of Hibernia, as such documents were in
effect on the date of this Agreement as if he were an officer or
director of Hibernia at all relevant times; provided, however, that
the indemnification provided by this Section shall not apply to any
claim against an Indemnified Person if such Indemnified Person knew
or should have known of the existence of the claim and failed to
make a good faith effort to require Seller or the Bank, as the case
may be, to notify its director and officer liability insurance
carrier of the existence of such claim prior to the Closing Date.
(b) The rights granted to the Indemnified Persons hereby
shall be contractual rights inuring to the benefit of all
Indemnified Persons and shall survive this Agreement and any
merger, consolidation or reorganization of Hibernia or HNB.
(c) The rights to indemnification granted by this
subsection 9.12 are subject to the following limitations: (i) the
total aggregate indemnification to be provided by Hibernia pursuant
to subsection 9.12(a) shall not exceed, as to all of the
Indemnified Persons as a group, the sum of $2 million, and Hibernia
shall have no responsibility to any Indemnified person for the
manner in which such sum is allocated among that group (but nothing
in this subsection is intended to prohibit the Indemnified Persons
from seeking reallocation among themselves); (ii) a director or
officer who would otherwise be an Indemnified Person under this
subsection 9.12 shall not be entitled to the benefits hereof unless
such director or officer has executed a Joinder Agreement (the
"Joinder Agreement") in the form of Exhibit 9.12 hereto; and (iii)
amounts otherwise required to be paid by Hibernia to an Indemnified
Person pursuant to this subsection 9.12 shall be reduced by any
amounts that such Indemnified Person recovers by virtue of the
claim for which other employees and officers indemnification is
sought.
(d) Hibernia agrees that the $ 2 million indemnification
limit set forth in paragraph (c) of this Section 9.12 shall not
apply to any damages, liabilities, judgments and claims (and
related expenses, including but not limited to attorney's fees and
amounts paid in settlement) insofar as they arise out of or are
based upon the matters for which indemnification is provided in
Section 11.2 hereof.
9.13 Covenant to Close. At such time as is deemed
appropriate by the parties hereto or as otherwise set forth in this
Agreement, and upon satisfaction or waiver of each of the
conditions to Closing of the Merger, the parties agree to take such
actions as are reasonably necessary or appropriate to effect the
Closing and the Merger.
9.14 Cooperation in Rule 144 Transfers. Hibernia agrees
to use its best efforts to file in a timely manner all materials
required to be filed pursuant to Sections 13, 14, or 15(d) of the
Securities Exchange Act of 1934, as amended, or the rules and
regulation promulgated thereunder, so as to continue the
availability of Rule 144 for sales of Hibernia Common Stock. In
the event of any proposed sale by any former shareholder of Seller
who receives shares of Hibernia Common Stock by reason of the
Merger, Hibernia agrees to use its best efforts to cooperate with
such shareholder so as to enable such sale to be made in accordance
with Rule 144, the requirements of Hibernia's transfer agent, and
the reasonable requirements of any broker through which such a sale
is proposed to be executed, including, but not limited to,
furnishing at its expense an opinion of counsel or other statement
satisfactory to the transfer agent to the effect that the shares
may be transferred, to the extent it is able to furnish such
opinion.
10. Permits, Consents and Approvals. As promptly as
practicable after the date hereof:
(a) Hibernia shall submit an application to the Board of
Governors of the Federal Reserve System (the "Federal Reserve
Board") for approval of the transactions contemplated hereby in
accordance with the provisions of the Bank Holding Company Act;
(b) Hibernia shall submit an application to the
Comptroller of the Currency (the "Comptroller") for approval of the
transactions contemplated hereby in accordance with the provisions
of the Bank Merger Act;
(c) Seller shall endeavor to have its Affiliates execute
a written agreement in substantially the form of Exhibit 9.7
hereto; provided, however, that Seller shall have no such
obligation prior to the receipt by the Board of Directors of Seller
of the Fairness Opinion; and
(d) Seller shall endeavor to have each of the directors
of Seller and the Bank execute a Non-Competition Agreement in
substantially the form of Exhibit 10(d) hereto; provided, however,
that Seller shall have no such obligation prior to the receipt by
the Board of Directors of Seller of the Fairness Opinion.
11. Confidentiality; Hold Harmless; Restriction on
Acquisitions.
11.1. Confidentiality. The parties hereto acknowledge
that each of them or their representatives or agents has engaged
in, and may continue to engage in, certain due diligence reviews
and examinations with respect to the other and that, in the course
of such reviews and examination, has received or may receive in the
future confidential or proprietary information. For a period of
five years after the date hereof, Hibernia and Seller agree, on
behalf of themselves, their respective officers, directors,
employees, representatives and agents, that they will not use any
information obtained pursuant to due diligence investigations for
any purpose unrelated to the consummation of the transactions
contemplated by this Agreement, and, if the Merger is not
consummated, will hold all such information and documents in
confidence unless and until such time as such information or
documents otherwise become publicly available or as it is advised
by counsel that any such information or document is required by law
to be disclosed, in which event the party required to make such
disclosure shall advise and consult with the other party reasonably
in advance of such disclosure regarding the information proposed to
be disclosed. In the event of the termination of this Agreement,
Hibernia and Seller shall, promptly upon request by the other
party, either destroy or return any documents so obtained.
11.2. Hold Harmless. Hibernia will indemnify and hold
harmless Seller, each of its directors and officers and each
person, if any who controls Seller or the Bank within the meaning
of the 1933 Act against any losses, claims, damages or liabilities,
joint, several or solidary, to which they or any of them may become
subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement, or in any amendment or supplement thereto, or arising
out of or based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, and will reimburse
each such person for any legal or other expenses reasonably
incurred by such person in connection with investigating or
defending any such action or claim; provided, however, that
Hibernia shall not be liable in any such case to the extent that
any such loss, claim, damage or liability (or action in respect
thereof) arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in
the Registration Statement or any such amendment or supplement in
reliance upon and in conformity with information furnished to
Hibernia by Seller or the Bank for use therein. Promptly after
receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against Hibernia under this
Section, notify Hibernia in writing of the commencement thereof.
In case any such action shall be brought against any indemnified
party and it shall notify Hibernia of the commencement thereof,
Hibernia shall be entitled to participate therein, and to the
extent that it shall wish, to assume the defense thereof, with
counsel satisfactory to such indemnified party, and, after notice
from Hibernia to such indemnified party of its election to so
assume the defense thereof, Hibernia shall not be liable to such
indemnified party under this Section 11.2 for any legal expenses of
other counsel or any other expenses subsequently incurred by such
indemnified party; provided, however, that if counsel for such
indemnified party provides a written opinion to Hibernia certifying
that there exists a conflict of interest between Hibernia or HNB
and such indemnified party, such indemnified party shall be
entitled to conduct his defense using a counsel of his own choosing
at Hibernia's expense.
12. Conditions. The consummation of the Merger is
conditioned upon:
12.1. Shareholder Approval; Dissenters. Approval of
this Agreement by the required vote of shareholders of Seller and
exercise and perfection of dissenters' rights pursuant to Section
12: 131 of the LBCL by holders of Seller Common Stock holding in
the aggregate no more than 10% of the Seller Common Stock
outstanding on the Closing Date.
12.2. Federal Reserve Board [and OCC] Approvals.
Procurement by Hibernia of the approval of the Federal Reserve
Board of the Merger [and/or the Comptroller of the Bank Merger] and
any and all other transactions contemplated hereby.
12.3. Other Approvals. Procurement of all other
consents and approvals and satisfaction of all other requirements
prescribed by law that are necessary to the consummation of the
transactions contemplated by this Agreement.
12.4. No Restraining Action. No litigation or
proceeding initiated by any governmental authority shall be pending
before any court or agency that shall present a claim to restrain,
prohibit or invalidate the transactions contemplated hereby and
neither Hibernia nor Seller shall be prohibited by any order of any
court or other governmental authority from consummating the
transactions provided for in this Agreement.
12.5. Opinion of Hibernia Counsel. Seller and its
directors shall have received an opinion, dated the Closing Date,
of counsel for Hibernia, in form and substance satisfactory to
Seller, as to such matters as Seller may reasonably request with
respect to the transactions contemplated hereby.
12.6. Opinion of Seller Counsel. Hibernia, its
directors and its officers who sign the Registration Statement
shall have received an opinion, dated the Closing Date, of Gerrish
& McCreary, for Seller, in form and substance satisfactory to
Hibernia, which shall cover such matters as Hibernia may reasonably
request with respect to the transactions contemplated hereby.
12.7. Representations, Warranties and Agreements of
Seller. Each of the representations, warranties, and agreements of
Seller contained herein in all material respects shall be true on,
or complied with by, the Closing Date as if made on such date (or
on the date when made in the case of any representation or warranty
which specifically relates to an earlier date) and Hibernia shall
have received a certificate signed by the Chairman of the Board and
the President of Seller, dated the Closing Date, to such effect;
Seller shall have furnished to Hibernia such other certificates as
Hibernia shall reasonably request in connection with the Closing
(as defined in Section 14 hereof), evidencing compliance with the
terms hereof and its status, business and financial condition.
Seller shall have furnished Hibernia with such further documents or
other materials as Hibernia shall have reasonably requested in
connection with the transactions contemplated hereby.
12.8. Representations, Warranties and Agreements of
Hibernia. Each of the representations, warranties and agreements
of Hibernia contained herein in all material respects shall be true
on, or complied with by, the Closing Date as if made on such date
(or the date when made in the case of any representations or
warranty which specifically relates to an earlier date) and Seller
shall have received a certificate signed by the Chief Executive
Officer and the Treasurer of Hibernia, dated the Closing Date, to
such effect; Hibernia shall have furnished to Seller such other
certificates as Seller shall reasonably request in connection with
the Closing, evidencing compliance with the terms hereof and its
status, business and financial condition. Hibernia shall have
furnished Seller with such further documents or other materials as
Seller shall have reasonably requested in connection with the
transactions contemplated hereby.
12.9. Effective Registration Statement. The
Registration Statement shall have become effective and no stop
order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall
have been initiated or threatened by the SEC and Seller shall have
received a certificate to such effect from the officer of Hibernia
designated as its agent for service on the cover page of the
Registration Statement (which certificate may be to the knowledge
of such officer).
12.10. Blue Sky. Hibernia shall have received all state
securities laws and "blue sky" permits and other authorizations
necessary to consummate the transactions contemplated hereby.
12.11. Tax Opinion. Hibernia shall have received an
opinion of a nationally recognized public accounting firm
satisfactory to Seller, at no cost to Seller, which opinion shall
be satisfactory in form and substance to Hibernia and Seller, to
the effect that the Merger when consummated in accordance with the
terms hereof will constitute a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code, and that the exchange
of Seller Common Stock to the extent exchanged for Hibernia Common
Stock will not give rise to gain or loss to the shareholders of
Seller with respect to such exchange and that the Louisiana income
tax treatment to the shareholders of Seller will be substantially
the same as the federal income tax treatment to the shareholders of
Seller.
12.12. Listing on New York Stock Exchange. The shares
of Hibernia Common Stock issuable to the holders of Seller Common
Stock in the Merger shall have been approved for listing on the New
York Stock Exchange, Inc. on or before the Closing Date, subject to
official notice of issuance.
12.13. Fairness Opinion. Seller shall have received a
letter from Southard Financial, Memphis, Tennessee, dated within
five days of the scheduled date of mailing of the Proxy Statement
to its shareholders, and updated to within five days of the Closing
Date to the effect that the terms of the Merger are fair to its
shareholders from a financial point of view.
12.14 Employment Contracts. Employment contracts shall
have been executed between Hibernia and for HNB and Messrs. Graham
Schneider, Jimmie Schneider, Ray Dickerson and Ms. Sharon E. Knight
providing for compensation and terms consistent with Schedule 12.14
hereto.
12.15 Due Diligence by Hibernia. Hibernia shall have
completed its due diligence review of the Seller and Bank and shall
have discovered no facts or circumstances that it, in good faith,
believes materially and adversely alters the financial condition or
operations of the Seller or the Bank from the financial condition
or operations of the Seller or the Bank as Hibernia believed them
to be on the date of this Agreement; provided, however, that
Hibernia shall not have the right to terminate this Agreement
pursuant to this Section 12.15 unless it shall have so notified
Seller in writing within 10 business days after the completion of
its due diligence review.
12.16 Due Diligence by Seller. Seller shall have completed
its due diligence review of Hibernia and shall have discovered no
facts or circumstances that it, in good faith, believes materially
and adversely alters the financial condition or operations of
Hibernia from the financial condition or operations of Hibernia as
Seller believed them to be on the date of this Agreement; provided,
however, that Seller shall not have the right to terminate this
Agreement pursuant to this Section 12.16 unless it shall have so
notified Hibernia in writing within 10 business days after the
completion of its due diligence review.
12.16. Assertion of Conditions. A failure to satisfy
any of the requirements set forth in Section 12.5, 12.8, 12.12,
12.14 or 12.16 shall only constitute conditions to consummation of
the Merger if asserted by Seller and a failure to satisfy any of
the requirements set forth in Section 12.6, 12.7 or 12.15 shall
only constitute conditions to consummation of the Merger if
asserted by Hibernia.
13. Termination. This Agreement may be terminated prior to
the Closing Date, either before or after its approval by the
shareholders of the parties hereto, in any of the following events:
13.1. Mutual Consent. By the mutual consent of the
parties hereto, if the Board of Directors of each party so
determines by vote of a majority of the members of its entire
Board.
13.2. Breach of Representation, Warranty or Covenant.
By either party hereto, in the event of a breach by the other party
(a) of any covenant or agreement contained herein or (b) of any
representation or warranty herein, if (i) the facts constituting
such breach reflect a material and adverse change in the financial
condition, results of operations, business, or prospects taken as
a whole, of the breaching party, which in either case cannot be or
is not cured within 60 days after written notice of such breach is
given to the party committing such breach, or (ii) in the event of
a breach of a warranty or covenant, such breach results in a
material increase in the cost of the non-breaching party's
performance of this Agreement.
13.3. Passage of Time; Inability to Satisfy Conditions.
By either party hereto, in the event that (i) the Merger is not
consummated by February 28, 1996, or (ii) any condition to Closing
cannot be satisfied at any time and will not be waived by the party
or parties entitled to waive it.
13.4. Failure to Obtain Regulatory Approval. By either
party hereto, at any time after the Federal Reserve Board, the
Federal Reserve Bank or the Comptroller has denied any application
for any approval or clearance required to be obtained as a
condition to the consummation of the Merger and the time period for
all appeals or requests for reconsideration thereof has run.
13.5. Failure to Obtain Shareholder Approval. By either
party hereto, if the Merger is not approved by the required vote of
shareholders of Seller.
13.6. Dissenters. By Hibernia, if holders of more than
10 percent of the outstanding Seller Common Stock perfect statutory
rights of dissent and appraisal pursuant to Part XIII of the LBCL.
13.7. Material Adverse Change. By Seller, if a material
adverse change as described in Section 8.7 of this Agreement
occurs, and by Hibernia, if a material adverse change as described
in Section 7.7 hereof occurs, after the date hereof and prior to
the Closing.
13.8. Use of Pooling-of-Interests Accounting Treatment.
By Hibernia, in the event it shall determine that the facts and
circumstances surrounding the Merger prohibit or materially
jeopardize the treatment of the Merger as a pooling-of-interests
for accounting purposes.
13.9. Fairness Opinion. By Seller, if it shall not have
received a letter from Southard Financial, Memphis, Tennessee,
dated within five days of the scheduled date of mailing of its
proxy statement to its shareholders, and updated to within five
days of the Closing Date, to the effect that the terms of the
Merger are fair to its shareholders from a financial point of view.
14. Closing and Effective Date. The closing of the Merger
(the "Closing") shall take place at the office of Hibernia at 313
Carondelet Street, New Orleans, Louisiana, at 11:00 a.m. local
time, or at such other place or time as shall be mutually agreeable
to the parties hereto, on the first business day occurring after
the last to occur of: (i) November 30, 1995; (ii) the date that
falls 30 days after the date of the order of the Federal Reserve
Board approving the Merger pursuant to the Bank Holding Company
Act; (iii) the date that falls 30 days after the date of the order
of the Comptroller approving the merger of the Bank with and into
HNB pursuant to the Bank Merger Act; and (iv) the date that falls
5 days after the date on which the last meeting of shareholders
called to approve this Agreement is held; or such other date within
60 days of such date as may be agreed upon between the parties
hereto (the date and time of the Closing being referred to herein
as the "Closing Date"). Immediately upon consummation of the
Closing, or on such other later date as the parties hereto may
agree, the Merger Agreement shall be certified, executed,
acknowledged and delivered to the Secretary of State of the State
of Louisiana (the "Secretary") for filing pursuant to and in
accordance with the provisions of Section 12:112 of the LBCL. The
Merger shall become effective as of the date and time of issuance
by the Secretary of a certificate of merger relating to the Merger
(such date and time being referred to herein as the "Effective
Date").
15. Survival and Termination of Representations, Warranties
and Covenants.
15.1. Except as otherwise provided in this Section 15,
the representations, warranties and covenants contained in this
Agreement shall terminate as of the earlier of the Effective Date
or the termination of this Agreement. Upon termination of such
representations, warranties and covenants, such provisions shall be
of no further force or effect, and no party hereto shall have any
legal right to redress, whether for breach of contract or
otherwise, as a result of a breach of any such provision.
15.2. The provisions and agreements set forth in
Sections 3, 5, 9.13 and 11 and the last sentence of Section 8.3
hereof shall survive the Closing, if the Closing occurs, for the
benefit of the shareholders, directors and officers of Seller who
are the intended beneficiaries of such provisions.
15.3. The provisions of Section 11 and liabilities for
a breach of the provisions of Sections 9.2 or 9.12 shall survive
the termination of this Agreement if this Agreement terminates
without the Closing or the Merger having occurred, in which event
liability for a breach of Section 9.2 or Section 9.12 shall survive
the termination of the Agreement for a period of 180 days following
the date on which the Agreement terminates. Nevertheless, no party
to this Agreement shall have a legal right to redress or cause of
action for a breach of Section 9.2 except in those circumstances in
which such breach directly resulted in the termination of the
Agreement.
15.4. In consideration of the mutual benefits and
agreements contained in this Agreement, each of the parties hereto,
on behalf of itself and its successors and assigns, hereby
irrevocably waives any right or cause of action which otherwise
would survive in the absence of this Section 15.
16. Amendment; Waivers. To the extent permitted under
applicable law, prior to the Closing Date any provision of this
Agreement may be amended or modified at any time, either before or
after its approval by the shareholders of the parties hereto, (i)
by an agreement in writing among the parties hereto approved by
their respective Boards of Directors and executed in the same
manner as this Agreement, and (ii) as provided in Section 12:112 of
the LBCL. Except with respect to any required shareholder or
regulatory approval, each party hereto, by written instrument
signed by a duly authorized officer of such party, may at any time
(whether before or after approval of this Agreement by the
shareholders of Hibernia or Seller) extend the time for the
performance of any of the obligations or other acts of the other
party hereto and may waive (i) any inaccuracies of the other party
in the representations or warranties contained in this agreement or
any document delivered pursuant hereto, (ii) compliance with any of
the covenants, undertakings, or agreements of the other party, or
satisfaction of any of the conditions precedent to its obligations,
contained herein or (iii) the performance by the other party of any
of its obligations set out herein or therein; provided that no such
waiver executed after approval of this Agreement by the
shareholders of Hibernia or Seller shall change the number of
shares of Hibernia Common Stock into which shares of Seller Common
Stock will be converted by the Merger.
17. Execution in Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed to
constitute an original. Each such counterpart shall become
effective when one counterpart has been signed by each party
hereto.
18. Governing Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Louisiana
applicable to agreements made and entirely to be performed within
such State, except as federal law may be applicable.
19. Expenses. Each party hereto will bear all expenses
incurred by it in connection with this Agreement and the
transactions contemplated hereby, including the fees, expenses and
disbursements of its counsel and auditors, provided that printing
expenses shall be borne by Hibernia.
20. No Assignment. Prior to the Effective Date, neither
party hereto may assign any of its rights or obligations under this
Agreement to any other person without the prior written consent of
the other bank holding company that is a party hereto, including
any transfer or assignment by operation of law.
21. Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient
if delivered personally or sent by registered or certified mail,
postage prepaid, to the Chief Executive Officer of each party
hereto at the address of such party set forth in the preamble to
this Agreement and shall be deemed to have been given as of the
date so personally delivered or mailed. A copy of all notices or
other communications directed to Hibernia shall be sent to:
HNB
313 Carondelet Street
New Orleans, Louisiana 70130
Attention: Corporate Law Division
and a copy of all notices or other communications directed to
Seller shall be sent to:
Seller: Messrs. Graham Schneider and James Schneider
The First National Bank of Lake Providence
P. O. Box 832
Lake Providence, Louisiana 71254-0832
Copy to: Jeffrey C. Gerrish
Gerrish & McCreary, P.C.
P. O. Box 242120
Memphis, Tennessee 38124-2120
22. Headings. The headings in this Agreement are inserted
for convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.
23. Entire Agreement. This Agreement and the Schedules and
Exhibits hereto supersede any and all oral or written agreements
and understandings heretofore made relating to the subject matter
hereof and contain the entire agreement of the parties relating to
the subject matter hereof. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the
parties hereto, and their respective successors. Nothing in this
Agreement or in the Merger Agreement is intended to or shall be
construed to confer upon or to give any person other than the
parties hereto any rights, remedies, obligation or liabilities
under or by reason of this Agreement except as expressly provided
herein.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed in counterparts by their duly authorized
officers and their corporate seals to be hereunto affixed, all as
of the day and year first above written.
Hibernia Corporation
Stephen A. Hansel
President and Chief Executive
Officer
Attest:
Patricia C. Meringer
Secretary
Seller:
By:
Attest:
Secretary
Exhibit 1
MERGER AGREEMENT
This Merger Agreement is made and entered into this __ day of
_______, 1995 by and between Hibernia Corporation, a Louisiana
corporation ("Hibernia") and ______________, a Louisiana
corporation ("Seller").
W I T N E S S E T H:
WHEREAS, Hibernia and Seller (collectively, the
"Corporations") and their respective Boards of Directors deem it
advisable and in the best interests of the Corporations that Seller
be merged into Hibernia (the "Merger") pursuant to the provisions
of the Louisiana Business Corporation Law ("LBCL") and upon the
terms and subject to the conditions hereinafter set forth and in
the Plan (as defined herein); and
WHEREAS, the Corporations have entered into an Agreement and
Plan of Merger dated as of ______________, 1995 (the "Plan") which
sets forth certain terms and conditions relating to the Merger.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and in the Plan, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows.
ARTICLE I
The Merger
Upon the terms and subject to the conditions set forth herein,
on the Effective Date (as defined below), Seller shall be merged
into Hibernia and the separate existence of Seller shall cease.
ARTICLE II
Effective Date and Time
The Merger shall be effective at 12:01 a.m. on the first
business day following the day when this Merger Agreement, having
been certified, signed and acknowledged in accordance with the
LBCL, is filed in the office of the Secretary of State of the State
of Louisiana (the "Secretary of State")(such time and date being
herein referred to as the "Effective Time" and the "Effective Date"
respectively).
ARTICLE III
Conversion and Cancellation of Shares
Except for shares as to which dissenters' rights have been
perfected and not withdrawn or otherwise forfeited under Section
131 of the LBCL, on the Effective Date each issued and outstanding
share of Seller Common Stock, par value $__.00 ("Seller Stock")
shall be exchange for and converted into _______ shares of
Hibernia Class A Common Stock, no par value ("Hibernia Stock").
The exchange of certificates representing Hibernia Common Stock for
certificates formerly representing Seller Stock shall be effected
as provided in the Plan. No fractional shares of Hibernia Stock or
script certificates representing such fractional shares will be
issued to any holder of Seller Stock. Shareholders of Seller
otherwise entitled to receive fractional shares shall be entitled
to cash as provided in the Plan, without interest.
ARTICLE IV
Effect of the Merger
The Merger shall have the effects set forth in Section 115 of
the LBCL.
ARTICLE V
Filing of Merger Agreement
If this Merger Agreement is approved by the shareholders of
Seller as provided in the Plan, then the fact of such approval
shall be certified hereon by the secretary or assistant secretary
of Seller, and this Merger Agreement, as approved and certified,
shall be signed and acknowledged by the president of each of the
Corporations. Thereafter, a multiple original of this Merger
Agreement, so certified signed and acknowledged, shall be delivered
to the Secretary of State for filing and recordation in the manner
required by law; and thereafter, as soon as practicable )(but not
later than the time required by law), a copy of the Certificate of
Merger issued by the Secretary of State shall be filed for record
in the office of the recorder of mortgages for the parishes of
Orleans and shall also be recorded in the conveyance records for
the parishes of Orleans and any other parish in which any of the
Corporations owns real property on the Effective Date.
ARTICLE VI
Miscellaneous
The obligations of the Corporations to effect the Merger shall
be subject to all of the terms and conditions of the Plan. At any
time prior to the Effective Date, this Merger Agreement may be
terminated pursuant to the terms and provisions of the Plan.
IN WITNESS WHEREOF, this Merger Agreement has been approved by
the Boards of Directors of each of the Corporations, effective as
of the date first above written.
CERTIFICATE OF THE SECRETARY
OF HIBERNIA CORPORATION
I hereby certify that I am the duly elected Secretary of
Hibernia Corporation, a Louisiana corporation, presently serving in
such capacity and that, pursuant to Section 112E of the LBCL,
approval of the Merger Agreement by the shareholders of Hibernia
Corporation is not required.
Certificate dated ___________ __, 1995.
____________________________
Patricia C. Meringer
Secretary
CERTIFICATE OF THE SECRETARY
OF _________________________ CORPORATION
I hereby certify that I am the duly elected Secretary of
Seller, a Louisiana corporation, presently serving in such capacity
and that the foregoing Merger Agreement was, in the manner required
by the LBCL, duly approved, without alteration or amendment, by the
shareholders of Seller, at a meeting duly held pursuant to notice
on ______ __ , 1995, at which meeting a quorum was present and
acting throughout by a vote of _____ shares "for" to ______ shares
"against or not voting.
Certificate dated ___________ __, 1995.
____________________________
Secretary
EXECUTION BY CORPORATIONS
In consideration of the approval of this Merger Agreement by
the shareholders of Seller and the fact that no such approval is
required by the shareholders of Hibernia Corporation, both as
certified above, this Merger Agreement is executed by such
corporations, acting through their respective Presidents, this ___
day of _________, 1995.
HIBERNIA CORPORATION
By: __________________________
Stephen A. Hansel
President and Chief Executive
Officer
ATTEST:
_______________________
Patricia C. Meringer
Secretary
Seller
By: ___________________________
President
ATTEST:
__________________________
Secretary
ACKNOWLEDGEMENT
HIBERNIA CORPORATION
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned Notary Public, on this ___ day
of __________, 1995, in the presence of the undersigned competent
witnesses, personally came and appeared Stephen A. Hansel, who,
being duly sworn, declared and acknowledged before me that he is
the President of Hibernia Corporation and that in such capacity he
was duly authorized to and did execute the foregoing Merger
Agreement on behalf of such Corporation, for the purposes therein
expressed,l and as his and such Corporation's free act and deed.
WITNESSES:
_____________________________
______________________________
_____________________________________
NOTARY PUBLIC
ACKNOWLEDGEMENT
Seller
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned Notary Public, on this ___ day
of __________, 1995, in the presence of the undersigned competent
witnesses, personally came and appeared ____________, who, being
duly sworn, declared and acknowledged before me that he is the
President of Seller and that in such capacity he was duly
authorized to and did execute the foregoing Merger Agreement on
behalf of such Corporation, for the purposes therein expressed, and
as his and such Corporation's free act and deed.
WITNESSES:
_____________________________
______________________________
_____________________________________
NOTARY PUBLIC
Exhibit 9.7
[date]
Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130
Gentlemen:
This letter agreement is given in connection with the closing
of the merger (the "Merger") of _________________ Corporation
("Seller") and Hibernia Corporation ("Hibernia"). I am aware and
acknowledge that, as a member of the Board of Directors or an
executive officer or the beneficial owner of a substantial amount
of the outstanding common stock of Seller, I may be an "affiliate"
of Seller as that term is defined in the Securities Act of 1933
(the "Securities Act") and the regulations thereunder.
I understand the resales or other dispositions of Hibernia's
Class A common stock, no par value ("Hibernia Common Stock")
acquire by me as a result of the Merger may be governed by Rules
144 and 145 of the Securities Act.
I further understand that, in order for the Merger to be
accounted for as a "pooling of interests", Accounting Principles
Board Opinion No. 16 requires that the Merger must represent a
sharing of rights and risks among the constituent shareholder
groups and that certain resales or other dispositions of the
Hibernia Common Stock to be acquired by me as a result of the
Merger may violate the "risk sharing" guidelines promulgated by the
Securities and Exchange Commission in Accounting Series Release No.
135.
On the basis of the foregoing, and in consideration of the
delivery to me of the Hibernia Common Stock into which my Seller
common stock will be converted, I agree that I will not, directly
or indirectly, sell, transfer, pledge or otherwise alienate or
encumber any of the Hibernia Common Stock held by me (i) in
violation of the Securities Act or the rules or regulations
promulgated thereunder, or (ii) until such time as financial
results covering at least 30 days of post-Merger combined
operations of Seller and Hibernia have been published. In
addition, I expressly agree to the placement of a restrictive
legend on any and all certificates representing Hibernia Common
Stock of which I am the beneficial owner reflecting the
restrictions described above.
________________________
EXHIBIT 9.12
JOINDER AGREEMENT
THIS AGREEMENT is made and executed as of the __ day of
________, 1995 between and among Hibernia Corporation, a Louisiana
corporation ("Hibernia") and the undersigned individual officer
and/or director ("Seller Officer") of ______________________, a
Louisiana corporation ("Seller"), or ________________, a Louisiana
banking association (the "Bank").
RECITALS:
WHEREAS, Hibernia and Seller have entered into an Agreement
and Plan of Merger (the "Merger Agreement") pursuant to which
Seller will be merged into Hibernia on the terms and subject to the
conditions set forth in such Merger Agreement; and
WHEREAS, in consideration of the agreements made by [Name] in
connection with the Merger Agreement, Hibernia has agreed to
indemnify the Seller Officer under certain circumstances set forth
in the Merger Agreement; and
NOW, THEREFORE, in consideration of Hibernia's agreement to
indemnify the Seller Officer and the expenses and costs that may be
incurred by Hibernia in connection with such indemnification, the
Seller Officer hereby agrees as follows:
1. Assumption of and Cooperation in Defense.
1.1 Notice and Assumption of Defense. In the event a claim
arises for which indemnification is or may be sought by the Seller
Officer, the Seller Officer shall promptly notify Hibernia, in
writing at the address set forth in Section 3 hereof, of the
commencement of such legal action or existence of and facts
relating to such claim. Upon receipt of such notice, or at any
time thereafter, Hibernia shall be entitled to participate therein,
and, in its sole discretion, to assume the defense of such claim,
with counsel of its choice subject to the reasonable approval of
the Seller Officer and to consider and decide on any proposed
settlement subject to the reasonable approval of the Seller
Officer. In any and all events, Hibernia shall have the right to
reasonable control over the nature and extent of expenses incurred
in connection with such claim(s). Hibernia shall notify the Seller
Officer of its assumption of the defense of such claim, and, after
such notice from Hibernia to the Seller Officer, Hibernia shall not
be liable to the Seller Officer for indemnification under Section
9.12 of the Merger Agreement for any legal expenses of other
counsel or any other expenses of defense subsequently incurred by
such indemnified party; provided, however, that if counsel for such
indemnified party provides a written opinion to Hibernia certifying
that there exists a conflict of interest between Hibernia or HNB
and such indemnified party, such indemnified party shall be
entitled to conduct his defense using a counsel of his own choosing
at Hibernia's expense.
1.2 Cooperation in Defense. The Seller Officer agrees to
cooperate in the defense of any action for which indemnification is
sought under this Agreement or under Section 11.2 of the Merger
Agreement. Such cooperation shall include, but not be limited to,
providing Hibernia and its counsel copies of any and all relevant
documents relating to the claim, consulting with Hibernia and its
counsel with regard to the claim, providing testimony, either in
deposition or at trial or both, regarding the facts relating to the
claim , making himself available at reasonable times for
consultation, testimony and fact finding and otherwise furnishing
such information to Hibernia and its counsel as the Seller Officer
would provide to his own counsel in the event he were defending the
action himself. Except as expressly permitted by Hibernia, the
Seller Officer shall not object to the production or use of any
documents heretofore prepared by or of information provided to
Hibernia legal counsel on the basis of any claim of privilege of
such Seller Officer; provided, however, that Hibernia agrees that
it will not, without the consent of the Seller Officer, waive any
applicable privilege of the Seller Officer. Such cooperation shall
be provided regardless whether Hibernia assumes the defense of the
action.
2. Duplication of Payment; Limitations; Presumptions.
2.1 No Duplication of Payments. Hibernia shall not be liable
under this Agreement to make any payment in connection with any
claim against the Seller Officer to the extent the Seller Officer
has otherwise actually received payment (under any insurance
policy, certificate of incorporation, bylaw provision or otherwise)
of amounts otherwise indemnifiable hereunder.
2.2 Limitation on Liability. The Seller Officer hereby
expressly acknowledges and agrees that Hibernia shall not be liable
in the aggregate for more than $2 million in connection with its
obligations under Section 9.12 of the Merger Agreement. The Seller
Officer further acknowledges and agrees that he shall have no claim
against Hibernia for any amount that, when aggregated with amounts
paid by Hibernia to other Seller Officers, exceeds $2 million. Any
claim for reallocation of the amounts paid by Hibernia among Seller
Officers shall be made against the other Seller Officer(s) involved
and Hibernia shall not be liable in any way for the allocation of
the such amounts among Seller Officers.
2.2 No Presumption. For purposes of this Agreement, the
termination of any claim, action, suit or proceeding by judgment,
order, settlement (whether with or without court approval) shall
not of itself create a presumption that the Seller Officer did or
did not meet any particular standard of conduct or have any
particular belief or that a court has determined that
indemnification is not permitted by applicable law.
3. Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient
if delivered personally or sent by registered or certified mail,
postage prepaid, at the addresses listed below:
If to Hibernia:
Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130
Attention: Corporate Law Department
If to the Seller Officer:
4. Execution in Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to constitute an
original. Each such counterpart shall become effective when one
counterpart has been signed by each party hereto.
5. Governing Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Louisiana
applicable to agreements made and entirely to be performed within
such State, except as federal law may be applicable.
6. Amendment. This Agreement may only be amended by a written
instrument signed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
HIBERNIA CORPORATION
BY: ______________________
Stephen A. Hansel
President and Chief Executive
Officer
Attest:
________________________
Patricia C. Meringer
Secretary
Seller OFFICER
_________________________
Exhibit 10(d)
LOCK-UP AND NON-COMPETITION AGREEMENT
This Agreement is made and executed as of the ____ day of
________, 1995, by and between Hibernia Corporation ("Hibernia"),
a Louisiana corporation, and the undersigned individual ("Seller
Director"), who is a director and shareholder of [name], a
Louisiana corporation, and/or [bank name], a national banking
association ("Seller").
Hibernia and Seller have entered into an Agreement and Plan of
Merger (the "Plan of Merger"), pursuant to which Seller and
Hibernia agree that Seller will merge with and into Hibernia, and
Hibernia shall be the surviving entity. In consideration of the
expenses that Hibernia will incur in connection with the
transactions contemplated by the Plan of Merger and in order to
preserve the value of the franchise to be purchased by Hibernia and
induce Hibernia to proceed to incur such expenses, the Seller
Director makes the following agreements in favor of Hibernia:
1. Undertakings of Seller Director.
1.1 The Seller Director agrees and undertakes to vote or
cause to be voted in favor of the approval of the Plan of Merger
all shares of common stock of Seller, $__- par value (the "Seller
Stock"), as to which he has voting power (other than shares held in
a fiduciary capacity), which amount of shares is shown on the
Schedule attached hereto and made a part hereof, at any meeting or
meetings (including any and all adjournments thereof) held on or
before February 28, 1996. The Seller Director shall have no such
obligation to vote in favor of the Agreement and Plan of Merger if
the Fairness Opinion referenced in Section 12.13 of the Plan of
Merger shall not have been received by Seller or, if received,
shall have been withdrawn or if the Plan of Merger shall be deemed
to prohibit the Seller Director from voting in favor of approval of
the Plan of Merger if required by law in the opinion of counsel for
the Seller Director.
1.2 The Seller Director further agrees that he will not
transfer any of the shares of Seller Stock over which he has
dispositive power, which amount of shares is shown on the Schedule
attached hereto and made a part hereof, until the vote upon the
Plan of Merger by Seller's shareholders has been taken or until the
Plan of Merger has been terminated pursuant to the provisions
thereof, except (a) for transfers by operation of law, and (b) for
transfers in connection with which Hibernia has consented to the
transfer and the transferee shall agree in writing with Hibernia to
be bound by this Agreement as fully as the undersigned.
2. Agreement Not to Compete.
The Seller Director agrees that for a period of two years
following the Closing (as that term is defined in the Plan of
Merger), the Seller Director, other than with respect to Hibernia,
will not serve as an officer or director, or other than shares
already owned, own 10% or more of the outstanding equity
securities, of any bank or savings and loan association or holding
company, or federal or state chartered bank, savings bank, thrift,
homestead association, savings association, savings and loan
association or cooperative bank ("Financial Institution"), that has
its principal business location within a 15-mile radius of Lake
Providence, Louisiana.
3. Termination.
This Lock-Up and Non-Competition Agreement will terminate when
the Agreement and Plan of Merger terminates pursuant to section 13
of the Agreement and Plan of Merger.
4. Miscellaneous.
4.1 The provisions of this Agreement shall be
enforceable through an action for damages at law or a suit for
specific performance or other appropriate extraordinary relief, the
Seller Director acknowledging that remedies at law for breach or
default might be or become inadequate.
4.2 The Seller Director acknowledges and agrees that
this Agreement is executed in connection with the sale of all of
the business of Seller. The Seller Director further acknowledges
and represents that the provisions of this Agreement will not work
a hardship on him and will not prevent him from engaging in his
occupation.
4.3 To the extent permitted under applicable law, any
provision of this Agreement may be amended or modified at any time,
either before or after its approval by an agreement in writing
among the parties hereto.
4.4 This Agreement may be executed in counterparts, each
of which shall be deemed to constitute an original. Each such
counterpart shall become effective when one counterpart has been
signed by each party hereto.
4.5 This Agreement shall be governed by, and interpreted
in accordance with, the laws of the State of Louisiana applicable
to agreement made and entirely to be performed within such State,
except as federal law may be applicable.
4.6 The Seller Director may not assign any of his rights
or obligations under this Agreement to any other person.
4.7 This Agreement supersedes any and all oral or
written agreements and understandings heretofore made relating to
the subject matter hereof and contains the entire agreement of the
parties relating to the subject matter hereof. The terms and
conditions of this Agreement shall inure to the benefit of and be
binding upon the parties hereto, and their respective successors,
any rights, remedies, obligation or liabilities under or by reason
of this Agreement except as expressly provided herein.
IN WITNESS WHEREOF, the parties have signed this
Agreement effective as of the date first set forth above.
HIBERNIA CORPORATION
BY: _____________________________
James E. O'Brien
Executive Vice President
Seller DIRECTOR
______________________________
<PAGE>
FAIRNESS OPINION
MERGER BY AND BETWEEN
HIBERNIA CORPORATION
AND
FNB BANCSHARES, INC.
As of June 30, 1995
Report Dated
October 5, 1995
<PAGE>
Board of Directors
FNB Bancshares, Inc.
Lake Providence, Louisiana
RE: Fairness Opinion Relative to Pending Agreement of FNB
Bancshares, Inc., Lake Providence, Louisiana, to Merge with and into
Hibernia Corporation, New Orleans, Louisiana
Gentlemen:
The Board of Directors of FNB Bancshares, Inc. ("FNBI") retained Southard
Financial, in its capacity as a financial valuation and consulting firm, to
render its opinion of the fairness, from a financial viewpoint, of the
acquisition of FNBI by Hibernia Corporation ("Hibernia"). Southard Financial
and its principals have no past, present, or future contemplated financial,
equity, or other interest in either FNBI or Hibernia. This opinion is issued
based upon financial data as of June 30, 1995.
Approach to Assignment
The approach to this assignment was to consider the following factors:
. A review of the financial performance and position of FNBI and the
value of its common stock;
. A review of the financial performance and position of Hibernia and
the value of its common stock;
. A review of recent Bank merger transactions;
. A review of the current and historical market prices of bank holding
companies in Louisiana and surrounding states;
. A review of the investment characteristics of the common stock of
FNBI and Hibernia;
. A review of the Agreement and Plan of Merger between Hibernia and
FNBI, dated June 15, 1995;
. An evaluation of the impact of the merger on the expected return to
the current shareholders of FNBI; and,
. An evaluation of other factors as were considered necessary to
render this opinion.
<PAGE>
It is Southard Financial's understanding that the merger and resulting exchange
of the stock of Hibernia for the outstanding common stock of FNBI constitutes a
non-taxable exchange for federal income tax purposes.
DUE DILIGENCE REVIEW PROCESS
In performing this assignment, Southard Financial reviewed the documents
specifically outlined in Exhibit 1 pertaining to FNBI and in Exhibit 2
pertaining to Hibernia.
Review of FNB Bancshares, Inc.
Southard Financial visited with the management of FNBI in Lake Providence,
Louisiana. Discussions included questions regarding the current and historical
financial position and performance of FNBI, its outlook for the future, and
other pertinent factors.
Review of Hibernia Corporation
Southard Financial visited with the management of Hibernia in New Orleans,
Louisiana. Discussions included questions regarding the current and historical
financial position and performance of Hibernia and its operating subsidiaries,
its outlook for the future, and other pertinent factors.
Merger Documentation
Southard Financial reviewed the Agreement and Plan of Merger Between Hibernia
and FNBI, dated June 15, 1995. Appropriate aspects of this agreement were
discussed with management and with legal counsel for FNBI. (See Exhibit 3,
Terms of the Agreement and Plan of Merger.)
Southard Financial did not independently verify the information reviewed, but
relied on such information as being complete and accurate in all material
respects. Southard Financial did not make any independent evaluation of the
assets of Hibernia or FNBI, but reviewed data supplied by the management of
both institutions.
<PAGE>
MAJOR CONSIDERATIONS
Numerous factors were considered in the overall review of the proposed merger.
The review process included considerations regarding FNBI, Hibernia, and the
proposed merger. The major considerations are as follows:
FNB Bancshares, Inc.
. Historical earnings;
. Historical dividend payments;
. Outlook for future performance, earnings, and dividends;
. Economic conditions and outlook in FNBI's market;
. The competitive environment in FNBI's market;
. Comparisons with peer banks;
. Potential risks in the loan and securities portfolios;
. Recent minority stock transactions in FNBI's common stock; and,
. Other such factors as were deemed appropriate in rendering this opinion.
Hibernia Corporation
. Historical earnings;
. Historical dividend payments;
. Outlook for future performance, earnings, and dividends;
. Economic conditions and outlook in Hibernia's market;
. The competitive environment in Hibernia's market;
. Comparisons with peer banks;
. Potential risks in the loan and securities portfolios;
. Recent minority stock transactions in Hibernia's common stock; and,
. Other such factors as were deemed appropriate in rendering this opinion.
Common Factors
. Historical and current bank merger pricing; and,
. Current market prices for minority blocks of common stocks of regional
bank holding companies in Louisiana and surrounding states.
<PAGE>
The Proposed Merger
. The merger agreement and its terms;
. The specific pricing of the merger;
. Adequacy of the consideration paid to the shareholders of FNBI;
. The assumption that the tax opinion regarding the tax-free nature of the
exchange will be upheld;
. The amount of debt and goodwill on the balance sheet of Hibernia and the
impact of the merger of FNBI on Hibernia's capital and liquidity
positions;
. The historical dividend payments of Hibernia and the likely impact on the
dividend income of the current shareholders of FNBI (equivalency of cash
dividends);
. Pro-forma combined income statements for Hibernia post merger and the
expected returns to FNBI shareholders (equivalency of earnings yield);
. The market for minority blocks of Hibernia common stock; and,
. Other such factors as deemed appropriate.
OVERVIEW OF FAIRNESS ANALYSIS
In connection with rendering its opinion, Southard Financial performed a
variety of financial analyses, which are summarized below. Southard Financial
believes that its analyses must be considered as a whole and that considering
only selected factors could create an incomplete view of the analyses and the
process underlying the opinion. The preparation of a fairness opinion is a
complex process involving subjective judgments and is not susceptible to
partial analyses. In its analyses, Southard Financial made numerous
assumptions, many of which are beyond the control of FNBI and Hibernia.
Any estimates contained in the analyses prepared by Southard Financial are not
necessarily indicative of future results or values, which may vary
significantly from such estimates. Estimates of value of companies do not
purport to be appraisals or necessarily reflect the prices at which companies
or their securities may actually be sold. None of the analyses performed by
Southard Financial was assigned a greater significance than any other.
(More details on the analyses prepared by Southard Financial are contained in
Exhibits 3-7.)
Dividend Yield Analysis
In evaluating the impact of the proposed merger on the shareholders of FNBI,
Southard Financial reviewed the dividend paying histories of FNBI and Hibernia.
Based upon this review, it is reasonable to expect that the shareholders of
FNBI, in total, will receive dividends at or above the level currently paid
by FNBI, after the merger is completed (defined as post merger dividends per
share times the exchange ratio). This is predicated on the assumption that
Hibernia will continue per share dividends at or above current levels (see
Exhibit 4).
<PAGE>
Earnings Yield Analysis
In evaluating the impact of the proposed merger on the shareholders of FNBI,
Southard Financial determined that, based upon the proposed exchange ratio, the
shareholders of FNBI would have seen an increase in their share of earnings
(defined as post merger combined earnings per share times the exchange ratio),
had the merger been consummated by year-end 1994. The analysis also suggests
expected higher earnings yields for FNBI shareholders in subsequent years if
the merger is consummated (see Exhibit 4).
Book Value Analysis
In evaluating the impact of the proposed merger on the shareholders of FNBI,
Southard Financial determined that the shareholders of FNBI would have seen a
decrease in the book value of their investment had the merger been consummated
prior to December 31, 1994, or prior to June 30, 1995. This is due to the fact
that Hibernia's stock has been selling at higher multiples to book value than
would be FNBI's stock in the proposed merger.
Analysis of Alternatives
In evaluating the fairness of the proposed merger to the shareholders of FNBI,
Southard Financial reviewed with management the terms of another (informal)
offer received for the purchase/merger of FNBI. Further, Southard Financial
considered recent public market merger pricing information (see Exhibit 5).
Analysis of Market Transactions
Based upon the merger terms, FNBI shareholders will receive 156% of June 30,
1995 book value per share (177% based upon bank equity only; see Exhibit 5a),
14.1 times reported 1994 earnings, and 10.2 times projected 1995 earnings.
Based upon the review conducted by Southard Financial, the pricing for FNBI in
the merger is near the range of multiples seen in recent bank acquisitions
(see Exhibit 5).
<PAGE>
Fundamental Analysis
Southard Financial reviewed the financial characteristics of FNBI and Hibernia
with respect to profitability, capital ratios, liquidity, asset quality, and
other factors. Southard Financial compared FNBI and Hibernia to a universe of
publicly traded banks and bank holding companies and to peer groups prepared by
the Federal Financial Institutions Examination Council (FFIEC). Southard
Financial found that the post-merger combined entity will have capital ratios
and profitability ratios near those of the public peer group and the FFIEC peer
group (predominantly non-publicly traded banks). (See Exhibits 6-7.)
Liquidity
Unlike FNBI stock, Hibernia shares are traded on the New York Stock Exchange.
Further, except in the case of officers, directors, and certain principal
shareholders ("affiliates") of FNBI, Hibernia shares received will be freely
tradeable with no restrictions.
Summary of Analyses
The summary set forth does not purport to be a complete description of the
analyses performed by Southard Financial. The analyses performed by Southard
Financial are not necessarily indicative of actual values, which may differ
significantly from those suggested by such analyses. Southard Financial did
not appraise any individual assets or liabilities of FNBI or Hibernia.
Throughout the due diligence process, all information provided by FNBI,
Hibernia, and third party sources, was relied upon by Southard Financial
without independent verification.
Based upon the analyses discussed above, and other analyses performed by
Southard Financial, the impact of the merger on the shareholders of FNBI is
expected to be favorable.
<PAGE>
FAIRNESS OPINION
Based upon the analyses of the foregoing and such matters as were considered
relevant, it is the opinion of Southard Financial that the terms of the offer
for the acquisition of FNB Bancshares, Inc. by Hibernia Corporation pursuant to
the Agreement and Plan of Merger are fair, from a financial viewpoint, to the
shareholders of FNB Bancshares, Inc.
Thank you for this opportunity to be of service to the shareholders of FNB
Bancshares, Inc.
Sincerely yours,
SOUTHARD FINANCIAL
David A. Harris, CFA, ASA
Douglas K. Southard, DBA, CFA, ASA
Attachments:
Exhibit 1: FNB Bancshares, Inc., Document Review List
Exhibit 2: Hibernia Corporation, Document Review List
Exhibit 3: Terms of the Agreement and Plan of Merger
Exhibit 4: Expected Impact of the Merger on the Shareholders of
FNB Bancshares, Inc.
Exhibit 5: Comparison of The Merger Pricing to Public Market Transactions
Exhibit 6: Overview of FNB Bancshares, Inc.
Exhibit 7: Overview of Hibernia Corporation
Exhibit 8: Qualifications of Southard Financial
<PAGE>
EXHIBIT 1
FNB BANCSHARES, INC.
DOCUMENT REVIEW LIST
1. Consolidated Reports of Condition and Income ("Call Report") of The First
National Bank of Lake Providence for the period ended June 30, 1995.
2. Uniform Bank Performance Report ("UBPR") of The First National Bank of
Lake Providence for the periods ended March 31, 1995 and December 31,
1994.
3. Audited Consolidated Financial Statements of FNB Bancshares, Inc. and
Subsidiary for the periods ended December 31, 1989-94 (including parent
company only financial statements).
4. Unaudited Parent Company Only Condensed Statement of Condition and
Comparative Statement of Income of FNB Bancshares, Inc. for the periods
ended June 30, 1992-95.
5. Shareholder list as of June 30, 1995.
6. Profiles of East Carroll Parish and West Carroll Parish, prepared by the
Louisiana Power & Light Company Economic Development Group, January 1994.
7. Management's Analysis of Reserve for Loan Loss as of June 30, 1995.
8. Unaudited financial statements for the period ended July 31, 1995.
9. Additional pertinent information deemed necessary to render this opinion.
<PAGE>
EXHIBIT 2
HIBERNIA CORPORATION
DOCUMENT REVIEW LIST
1. Annual Report (including auditor's reports) for the year ended December
31, 1994.
2. Securities and Exchange Commission Annual Report (Form 10-K) for the year
ended December 31, 1994.
3. Securities and Exchange Commission Quarterly Report (Form 10-Q) for the
quarters ended March 31, 1995, and June 30, 1995.
4. Research reports by Bear, Stearns & Co., Inc.; J. C. Bradford; First
Boston Corporation; Dean Witter; Lehman Brothers; Morgan Keegan & Co.;
Oppenheimer & Co., Inc.; and Gruntal & Co., Incorporated.
5. News Releases by Hibernia Corporation, dated June 15, June 30, and July
13, 1995.
6. Articles of Incorporation of Hibernia Corporation.
7. By-Laws of Hibernia Corporation and Hibernia National Bank.
8. Articles of Association of Hibernia National Bank.
9. Additional pertinent information deemed necessary to render this
opinion.
<PAGE>
EXHIBIT 3
TERMS OF THE
AGREEMENT AND PLAN OF MERGER
The Agreement and Plan of Merger, dated as of June 15, 1995, by and between
Hibernia Corporation and FNB Bancshares, Inc. (the "Agreement") contains
several provisions. The following are key provisions of the Agreement:
In exchange for each share of FNBI common stock outstanding, FNBI
shareholders will receive 92 newly issued shares of Hibernia common stock.
The parties intend for the merger to qualify as a "reorganization" under
the Internal Revenue Code. Thus, the exchange of FNBI stock for Hibernia
stock is expected to qualify as a tax-free exchange for Federal income tax
purposes. The exchange of cash for fractional shares may have tax
consequences.
No fractional shares will be issued by Hibernia. FNBI shareholders who
would otherwise have been entitled to fractional shares (after aggregating
all shares owned) will be paid in cash based upon the market value of
Hibernia stock as defined above.
The Agreement may be terminated by either party:
- upon the mutual consent of the Board of Directors of each institution;
- upon a breach by either party of any representation, warranty or
covenant; - if the merger is not consummated by February 28, 1996;
- upon the failure by either party to obtain regulatory or shareholder
approvals;
- if more than 10% of FNBI's shareholders dissent to the merger;
- upon the happening of certain material events as noted in the
Agreement;
- if the pooling-of-interests accounting treatment is prohibited; or,
- if a fairness opinion is not issued.
The exchange ratio will be adjusted to reflect any reclassification,
recapitalization, split-up, combination or exchange of shares, or stock
dividend which might occur at Hibernia subsequent to the date of the
Agreement but prior to the consummation of the merger.
<PAGE>
EXHIBIT 4
EXPECTED IMPACT OF THE MERGER
ON THE SHAREHOLDERS OF FNB BANCSHARES, INC.
The following is a summary of the various analyses undertaken in conjunction
with this fairness opinion. This summary is not intended to represent all
analyses performed by Southard Financial, but is presented here for the
convenience of FNBI and its shareholders.
According to the Agreement, FNBI shareholders would receive 92 equivalent
shares of Hibernia stock for each share of FNBI stock exchanged under the
Agreement.
Earnings FNBI earned $65.39 per share in 1994. Hibernia earned $0.78 per
share in 1994. Had the merger been consummated prior to January 1,
1994, each former FNBI share would have earned $71.76 in 1994
(Hibernia 1994 earnings of $0.78 per share times 92 equivalent
shares). This represents an increase of 10% over what FNBI earned
in 1994. Further, each former FNBI share would have earned about
1% more in the first half of 1995 ($45.66 per share for FNBI versus
$0.49 per share for Hibernia times 92 equivalent shares).
Based upon the analysts surveyed, Hibernia is expected to earn
between $1.00 and $1.05 per share in 1995. FNBI is projected to
earn about $90.00 per share in 1995. Assuming that the merger was
consummated prior to January 1, 1995, FNBI shareholders would see
an increase of about 2% over what FNBI is expected to earn in 1995,
absent the merger.
Dividends Each share of FNBI stock received $15.00 per share in dividends in
1994. Had the merger been consummated prior to January 1, 1994,
each former share of FNBI stock would have received dividends of
$17.48 in 1994 (Hibernia 1994 dividends of $0.19 per share times
92 equivalent shares). This represents about 17% more than the
dividends paid to FNBI shareholders in 1994. As of June 30, 1995,
Hibernia's annual dividend rate was $0.24 per share.
Book Value Reported book value of FNBI was $554.47 per share at December 31,
1994. Reported book value of Hibernia at December 31, 1994 was
$5.12 per share. Had the merger been consummated prior to December
31, 1994, each former FNBI stock would have book value of $471.04
(Hibernia book value of $5.12 per share times 92 equivalent
shares). This represents 85% of FNBI book value at December 31,
1994. As of June 30, 1995, FNBI shareholders would have seen a
decrease of about 14% in their book value ($590.13 per share for
FNBI versus $5.50 per share for Hibernia times 92 equivalent
shares). This is due to the fact that Hibernia stock was trading
at a greater book value multiple (179%) at June 30, 1995 than the
multiple it is paying for FNBI stock (156%). (Also, see Exhibit 5a
for a discussion of the price/book value multiple of bank equity.)
Liquidity Unlike FNBI stock, Hibernia shares are traded on the New York Stock
Exchange. Further, except in the case of officers, directors, and
certain principal shareholders ("affiliates") of FNBI, Hibernia
shares received will be freely tradeable with no restrictions.
<PAGE>
EXHIBIT 5
COMPARISON OF THE MERGER PRICING
TO PUBLIC MARKET TRANSACTIONS
Southard Financial compared the pricing terms of the Agreement to the pricing
of recent acquisitions of banks and bank holding companies across the United
States, and to the minority interest prices of publicly traded banks and bank
holding companies in the Southeast.
Pricing data for recent acquisitions of banks and bank holding companies
(nationwide and in Louisiana and in contiguous states) is summarized as
follows:
Transactions Announced Price/ Price/ Price/ Equity/
in 1995(1) Earnings Book Val Assets ROAA Assets ROAE
- ---------------------- -------- -------- -------- -------- -------- --------
Nationwide (62) 17.2x 179.3% 16.0% 1.11% 9.14% 12.53%
LA, TX, MS, AR (12) 13.8 193.7 15.9 1.31 8.73 15.36
Louisiana (4) 14.9 230.7 19.1 1.54 8.26 18.47
FNBI 14.1 155.9 16.7 1.57 8.02% 20.51
(1) Through June 30; only includes transactions for which sufficient data was
available
Based upon the current market price of Hibernia's stock of $10.00 per share,
the merger of FNBI into Hibernia will take place at 14.1 times 1994 FNBI
earnings, 10.2 times projected 1995 FNBI earnings, 166% of December 31, 1994
FNBI book value, and 156% of June 30, 1995 FNBI book value. These multiples
are near or below the range of recent market multiples. However, as shown in
Exhibit 5a, FNBI's book value includes a significant amount of marketable
securities. Excluding those assets, the price/book value for FNBI's bank equity
is about 177%, or more in line with market multiples.
In determining the attractiveness of owning Hibernia stock, it is important to
examine Hibernia's recent pricing in comparison with recent pricing multiples
for publicly traded banks and bank holding companies. This pricing data is
presented below as of June 30, 1995.
Price/ Price/ Current Current
Publicly Traded Banks(1) Earnings Book Val ROAE Yield
- -------------------------- -------- -------- ------ -------
All Banks (198) 11.77x 150.0% 13.08% 3.16%
South Central Banks (48) 12.11 156.9 13.23 3.00
Louisiana Banks (2) 8.91 154.8 18.34 3.56
LA, TX, MS, AR (16) 11.15 158.9 14.74 2.92
Hibernia - 6/30 Price 10.00 178.6 18.92 2.70
Hibernia - 9/25 Price 10.20 181.8 18.92 2.40
(1) As of June 30, 1995; subject to certain screens performed by
Southard Financial
Based upon an analysis of the data provided above, Hibernia's price/earnings
multiple is within the range of other publicly traded banks in its region,
while the price/book value multiple and return on average equity are above the
range and the current dividend yield is below the range.
<PAGE>
EXHIBIT 5a
MERGER PRICING RELATIVE TO
FNBI'S BANKING ASSETS
The balance sheet of FNBI as of June 30, 1995 reflects FNBI's $4.14 million
investment in The First National Bank of Lake Providence (the "Bank"), plus
U.S. securities of $1.56 million. Due to the significant amount of non-banking
assets (marketable securities) held by FNBI, it is appropriate to analyze the
price that the Merger represents relative to FNBI's equity investment in the
Bank, exclusive of those marketable securities. The analysis below illustrates
the book value of FNBI and the market value of FNBI, as indicated by the Merger
pricing, before consideration of the non-banking assets.
FNBI Reported Book Value at June 30, 1995 $5,706,560
Non-Banking Assets at June 30, 1995 1,562,507
----------
Equity Investment in the Bank $4,144,053
==========
Total Value of FNBI in the Merger
($10.00 per share x 92 shares x 9,670 shares) $8,896,400
Non-Banking Assets at June 30, 1995 1,562,507
----------
Price Paid for Bank Equity $7,333,893
==========
Price Paid for Bank Equity $7,333,893
Equity Investment in the Bank 4,144,053
----------
Price/Book Value Multiple for Bank Equity 176.97%
==========
Based upon the analysis presented above, the merger pricing represents a
multiple of 177% for the book value of FNBI's equity investment in the Bank,
plus a dollar-for-dollar purchase of FNBI's liquid assets.
<PAGE>
EXHIBIT 6
OVERVIEW OF FNB BANCSHARES, INC.
FNB Bancshares, Inc. is a one-bank holding company whose primary asset is 100%
of the common stock of The First National Bank of Lake Providence ("FNB") in
East Carroll Parish, Louisiana. Founded in 1902, FNB serves its market area
with two full-service banking offices; one in Lake Providence and one in Oak
Grove, Louisiana.
First National Bank is located in Lake Providence, Louisiana, which is in the
Northeast corner of the state along the Louisiana, Mississippi, and Arkansas
state lines. The Bank is the major financial institution in its marketplace
and the only locally owned bank.
The East Carroll Parish area economy is dependent on the Lake Providence Port,
a Mississippi River shallow access port serving the northeast Louisiana region.
The industry base consists of agriculture and agriculture related industries.
The largest manufacturing employers in the area include Terral Norris Seed,
Terral Agri-Service, Panola Pepper, Ruffin Building Systems, and Allen Canning
Company. Hollybrook Warehouse, Bunge Corporation, Cargill, and Monticello Gin
& Elevator operate local grain and fiber (cotton) storage operations. The
unemployment rate is 12.9% in East Carroll Parish, and per capita income is
about $10,900. The population is about 9,700 in East Carroll Parish and about
12,100 in West Carroll Parish.
FNB had total assets of $51.6 million at June 30, 1995, and equity of 8.02% of
assets, or below peer averages. Total loans (net of unearned income) were
50.31% of total assets at June 30, or slightly below peer averages. The
historical composition of FNB's balance sheet was fairly consistent.
FNB earned $641 thousand (1.32% of average assets) in 1992, $669 thousand
(1.34%) in 1993, $604 million (1.16%) in 1994, and $420 thousand (1.57%) in the
first half of 1995. Earnings are projected at $870 thousand in 1995, for an
ROAA of about 1.60%. FNB's loan loss provision was $100 thousand in 1994
(0.19% of average assets), but was nominal in 1991-93 and the first half of
1995.
Parent company assets, other than the Bank, were $1.57 million at June 30,
1995. As of June 30, 1995, reported book value of the holding company was $5.71
million, or $590.13 per share for the 9,670 shares outstanding. Earnings were
$65.39 per share in 1994, $70.59 per share in 1993, and $64.55 per share in
1992. Earnings are projected to be about $90.00 per share in 1995. Dividends
of $15.00 per share were paid in 1994, $9.03 in 1993, and $4.03 in 1992. The
parent company paid dividends of $10.00 per share in the first half of 1995.
Senior management consists of H. Graham Schneider, 67, Chairman and CEO, and
James J. Schneider, 37, President. Both have over 14 years of service with the
Bank.
Further details on FNBI and FNB are documented in Southard Financial's files.
<PAGE>
EXHIBIT 7
OVERVIEW OF HIBERNIA CORPORATION
Hibernia Corporation is a multi-bank holding company headquartered in New
Orleans, Louisiana. As of December 31, 1994, Hibernia Corporation was the
second largest bank holding company in Louisiana with assets of $6.5 billion
and deposits of $5.6 billion. Hibernia's only bank subsidiary was originally
chartered in 1870 as Hibernia Bank & Trust, and was rechartered in 1933 as
Hibernia National Bank ("HNB"). As of December 31, 1994, HNB had 143 branches
located throughout Louisiana. In addition to HNB, Hibernia owns Zachary Taylor
Life Insurance Company which is currently inactive. Hibernia's common stock
was initially listed on the New York Stock Exchange in 1989.
HNB 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 also provides financial risk management
products and advisory services to its clients; and offers repurchase
agreements, bankers acceptances, Eurodollar access, and safekeeping of
securities.
In 1994, Hibernia completed mergers with six Louisiana financial institutions
as follows: Commercial Bancshares, Inc. and Bastrop National Bank on July 1,
1994; First Bancorp of Louisiana, Inc. and First Continental Bancshares, Inc.
on August 1, 1994; and Pioneer Bancshares Corporation and First State Bank and
Trust Company on December 1, 1994. American Bank of Norco was merged into
Hibernia on March 1, 1995, and STABA Bancshares, Inc. was merged into Hibernia
on May 1, 1995. Progressive Bancorporation, Inc. and Bank of St. John were
both merged into Hibernia on July 1, 1995. All of these mergers were accounted
for as pooling of interests transactions.
Effective April 1, 1995, Hibernia instituted an employee stock ownership plan
(ESOP). Hibernia shares were, and more will be, acquired by the ESOP in open
market purchases. Further, Hibernia has a 1987 Stock Option Plan, a Long-Term
Incentive Plan, and a 1993 Director's Stock Option Plan, under which a total of
5,683,746 shares were outstanding and 1,565,169 shares were exercisable at June
30, 1995.
Hibernia earned $0.57 per share in 1993, $0.78 per share in 1994, and $0.49 per
share in the first half of 1995. The consensus earnings estimate for 1995 is
$1.00-$1.05 per share, or 30%-35% above 1994 earnings. It is important to note
that Hibernia recorded federal income taxes at lower than statutory rates
during 1993-95 due to previously unrecognized deferred tax benefits. The
deferred tax benefits are expected to be fully recognized by the end of 1995,
and Hibernia's effective tax rate should approach statutory rates in 1996.
<PAGE>
EXHIBIT 7
OVERVIEW OF HIBERNIA CORPORATION
(Continued)
Return on average assets was 1.73% in the first half of 1995, 1.35% in 1994,
and 1.06% in 1993, while return on average equity was 18.92% in the first half
of 1995, 15.63% in 1994, and 13.33% in 1993. Dividends of $0.19 per share in
1994 were well above 1993 dividends of $0.03 per share. Hibernia paid dividends
of $0.12 per share in the first half of 1995. At June 30, 1995, the dividend
yield was 2.70%.
Total shareholders' equity was 8.79% of total assets as of December 31, 1994
and 9.27% at June 30, 1995. Book value per share increased from $4.82 at
year-end 1993 to $5.12 at year-end 1994 and to $5.50 at June 30, 1995. Loans
represented 50.93% of total assets at year-end 1994 and 57.01% at June 30, 1995.
The quality of the loan portfolio improved in recent years, as net charge-offs
decreased from a high of 2.51% of average loans in 1991 to 0.22% in 1994, and to
0.09% in the first half of 1995.
In all, Hibernia is in good financial condition. More details on Hibernia are
contained in Southard Financial's file.
<PAGE>
EXHIBIT 8
QUALIFICATIONS OF SOUTHARD FINANCIAL
<PAGE>
AN OVERVIEW OF SOUTHARD FINANCIAL
BACKGROUND . Founded in 1987.
. Principals have combined business valuation experience of
approximately twenty years.
. Serves clients throughout the United States, with
concentration in the Southeast.
. Broad industry experience.
. Services provided for public and closely-held companies.
. Provides valuation services for over 100 ESOPs, making
Southard Financial one of the largest ESOP appraisers in
the United States.
PROFESSIONAL
CREDENTIALS . Southard Financial's principals, Douglas K. Southard and
David A. Harris, are senior members of the American
Society of Appraisers (ASA).
. Both principals of Southard Financial are Chartered
Financial Analysts (CFA).
. Both principals are current or former officers of the West
Tennessee Chapter of the ASA.
EDUCATIONAL
CREDENTIALS . Douglas Southard holds Doctor of Business Administration
and Master of Business Administration degrees from
Indiana University, with concentrations in finance,
economics, and quantitative analysis.
. David Harris holds the Master of Business Administration
degree from Memphis State University, with
concentrations in finance and business investments.
BUSINESS
ETHICS . Southard Financial and its principals adhere to the
ethical standards of the Institute of Chartered Financial
Analysts and the American Society of Appraisers.
. All reports conform to the Uniform Standards of
Professional Appraisal Practice.
. Southard Financial is committed to providing unbiased
opinions to be used for decision making.
. Fees for valuation services are not contingent upon the
conclusion of value or the completion of a transaction.
<PAGE>
BIOSKETCH
DOUGLAS K. SOUTHARD, DBA, CFA, ASA
EDUCATIONAL AND PROFESSIONAL CREDENTIALS
Doctor of Business Administration, 1981, Indiana University
Master of Business Administration, 1976, Indiana University
Bachelor of Arts, 1975, Rhodes College (formerly Southwestern at Memphis)
Chartered Financial Analyst, 1987, Institute of Chartered Financial
Analysts (now part of the Association for Investment Management and
Research)
Senior Member, 1987, American Society of Appraisers, Business Valuation
PROFESSIONAL BACKGROUND
Founder and Principal, Southard Financial, Memphis TN
Partner, Mercer Capital Management, Inc., Memphis TN (1984-87)
Consulting Associate, Mercer Capital Management, Inc., Memphis TN
(1983-84)
Principal, Douglas K. Southard, Financial Consultant, Memphis TN
(1982-83)
ACADEMIC POSITIONS HELD
Assistant Professor of Finance, Rhodes College, Memphis TN
Assistant Professor of Finance, Virginia Polytechnic Institute & State
Univ., Blacksburg VA
Lecture in Finance, Indiana University, Bloomington IN
RELATED EXPERIENCE
Frequent Speaker, professional organizations, business valuation topics
Expert Witness, business valuation, local, state and federal courts
Board of Directors, Management Computing Solutions, Inc., Memphis TN
Board of Directors, Columbian Rope Company, Auburn NY
Advisory Board, MicroAge, Memphis TN
Former Officer, West Tennessee Chapter, American Society of Appraisers
PUBLICATIONS
"Using the Capital Asset Pricing Model to Determine Capitalization
Rates: Adjusting for Differences in Financial Structure, " with Severin
C. Carlson, Business Valuation Review, June 1991
"Business Valuation Can Serve in Lifetime Planning, " with Z.C. Mercer,
Memphis Business Journal, April 1-5, 1985
"Valuation Process Holds Keys to Executive Wealth," with Z.C. Mercer,
Memphis Business Journal, March 25-29, 1985
"What IRA's Are Worth," with Z.C. Mercer, The Southern Banker, June 1984
<PAGE>
BIOSKETCH
DAVID A. HARRIS, CFA, ASA
EDUCATIONAL AND PROFESSIONAL CREDENTIALS
Master of Business Administration, 1982, Memphis State University
Bachelor of Arts, 1979, Colorado State University
Senior Member, 1990, American Society of Appraisers, Business Valuation
Chartered Financial Analyst, 1989, Institute of Chartered Financial
Analysts (now part of the Association for Investment Management and
Research)
PROFESSIONAL BACKGROUND
Principal, Southard Financial, Memphis TN
Associate, Mercer Capital Management, Inc., Memphis TN (1985-90)
Financial Analyst, Methodist Hospitals of Memphis, Inc. (1983-85)
Cost Analyst, Schering-Plough, Inc., Memphis TN (1982-83)
PROFESSIONAL/COMMUNITY SERVICE
President, West Tennessee Chapter, American Society of Appraisers
(1994-95)
Vice President, West Tennessee Chapter, American Society of Appraisers
(1993-94)
Board of Directors, Solomon Schechter Day School of Memphis, Inc.
(1993-94)
President, West Tennessee Chapter, American Society of Appraisers
(1990-91)
Vice President, Sea Isle Park Neighborhood Association, Memphis TN
(1992-95)
Board of Directors, Sea Isle Park Neighborhood Association, Memphis TN
(1990-95)
Business Liaison, Junior Achievement of Memphis TN (1984-85)
RELATED EXPERIENCE
Expert Witness, business valuation
Co-Author, "The Perils of Excess," with Z. C. Mercer, ABA Banking Journal,
October 1987
<PAGE>
SOUTHARD
FINANCIAL
SERVICES FOR COMMUNITY BANKS
Valuation Services
Minority Stock Appraisals
. ESOPs
. Dissenting Shareholders
. Insider Transactions
. Gift & Estate Taxes
. Charitable Gifts
. Private Placements/Offerings
. Other Purposes
Control Valuations
. Pricing Merger/Acquisition Candidates
. Negotiating Pricing/Terms
. Fairness Opinions for Buyers and Sellers
. Evaluation of Offers Received
Consulting Services
Economic Analysis
. Branch Feasibility Studies
. Holding Company Formations
. Expert Witness Testimony
Financial Analysis
. Long-range Financial Plans
. Evaluation of Financing Alternatives
APPENDIX C
DESCRIPTION OF DISSENTERS' RIGHTS
Excerpts From Section 131 of the
Louisiana Business Corporation Law
C. Except as provided in the last sentence of this subsection,
any shareholder electing to exercise such right of dissent
shall file with the corporation, prior to or at the meeting of
shareholders at which such proposed corporate action is
submitted to a vote, a written objection to such proposed
corporate action, and shall vote his shares against such
action. If such proposed corporate action be taken by the
required vote, but by less than eighty per cent of the total
voting power, and the merger consolidation or sale, lease or
exchange of assets authorized thereby be effected, the
corporation shall promptly thereafter give written notice
thereof, by registered mail, to each shareholder who filed
such written objection to, and voted his shares against, such
action, at such shareholder's last address on the
corporation's records. Each such shareholder may, within
twenty days after the mailing of such notice to him, but not
thereafter, file with the corporation a demand in writing for
the fair cash value of his shares as of the day before such
vote was taken; provided that he state in such demand the
value demanded, and a post office address to which the reply
of the corporation may be sent, and at the same time deposit
in escrow in a chartered bank or trust company located in the
parish of the registered office of the corporation, the
certificates representing his shares, duly endorsed and
transferred to the corporation upon the sole condition that
said certificates shall be delivered to the corporation upon
payment of the value of the shares determined in accordance
with the provisions of this section. With his demand the
shareholder shall deliver to the corporation, the written
acknowledgment of such bank or trust company that it so holds
his certificates of stock. Unless the objection, demand and
acknowledgment aforesaid be made and delivered by the
shareholder within the period above limited, he shall
conclusively be presumed to have acquiesced in the corporate
action proposed or taken.
D. If the corporation does not agree to the value so stated and
demanded, or does not agree that a payment is due, it shall,
within twenty days after receipt of such demand and
acknowledgment, notify in writing the shareholder, at the
designated post office address, of its disagreement, and shall
state in such notice the value it will agree to pay if any
payment should be held to be due; otherwise it shall be liable
for, and shall pay to the dissatisfied shareholder, the value
demanded by him for his shares.
E. In case of disagreement as to such fair cash value, or as to
whether any payment is due, after compliance by the parties
with the provisions of subsections C and D of this section,
the dissatisfied shareholder, within sixty days after receipt
of notice in writing of the corporation's disagreement, but
not thereafter, may file suit against the corporation, or the
merged or consolidated corporation, as the case may be, in the
district court of the parish in which the corporation or the
merged or consolidated corporation, as the case may be, has
its registered office, praying the court to fix and decree the
fair cash value of the dissatisfied shareholder's shares as of
the day before such corporate action complained of was taken,
and the court shall, on such evidence as may be adduced in
relation thereto, determine summarily whether any payment is
due, and, if so, such cash value, and render judgment
accordingly. Any shareholder entitled to file such suit may,
within such sixty-day period but not thereafter, intervene as
a plaintiff in such suit filed by another shareholder, and
recover therein judgment against the corporation for the fair
cash value of his shares. No order or decree shall be made by
the court staying the proposed corporate action, and any such
corporate action may be carried to completion notwithstanding
any such suit. Failure of the shareholder to bring suit, or
to intervene in such a suit, within sixty days after receipt
of notice of disagreement by the corporation shall
conclusively bind the shareholder (1) by the corporation's
statement that no payment is due, or (2) if the corporation
does not content that no payment is due, to accept the value
of his shares as fixed by the corporation in its notice of
disagreement.
F. When the fair value of the shares has been agreed upon between
the shareholder and the corporation, or when the corporation
has become liable for the value demanded by the shareholder
because of failure to give notice of disagreement and of the
value it will pay, or when the shareholder has become bound to
accept the value the corporation agrees is due because of his
failure to bring suit within sixty days after receipt of
notice of the corporation's disagreement, the action of the
shareholder to recover such value must be brought within five
years from the date the value was agreed upon, or the
liability of the corporation became fixed.
G. If the corporation or the merged or consolidated corporation,
as the case may be, shall, in its notice of disagreement, have
offered to pay to the dissatisfied shareholder on demand an
amount in cash deemed by it to be the fair cash value of his
shares, and if, on the institution of a suit by the
dissatisfied shareholder claiming an amount in excess of the
amount so offered, the corporation or the merged or
consolidated corporation, as the case may be, shall deposit in
the registry of the court, there to remain until the final
determination of the cause, the amount so offered, then, if
the amount finally awarded such shareholder, exclusive of
interest and costs, be more than the amount offered and
deposited as aforesaid, the costs of the proceeding shall be
taxed against the corporation, or the merged or consolidated
corporation, as the case may be; otherwise the costs of the
proceeding shall be taxed against such shareholder.
H. Upon filing a demand for the value of his shares, the
shareholder shall cease to have any of the rights of a
shareholder except the rights accorded by this section. Such
a demand may be withdrawn by the shareholder at any time
before the corporation gives notice of disagreement, as
provided in subsection D of this section. After such notice
of disagreement is given, withdrawal of a notice of election
shall require the written consent of the corporation. If a
notice of election is withdrawn, or the proposed corporate
action is abandoned or rescinded, or a court shall determine
that the shareholder is not entitled to receive payment for
his shares, or the shareholder shall otherwise lost his
dissenter's rights, he shall not have the right to receive
payment for his shares, his share certificates shall be
returned to him (and, on his request, new certificates shall
be issued to him in exchange for the old ones endorsed to the
corporation), and he shall be reinstated to all his rights as
a shareholder as of the filing of his demand for value,
including any intervening preemptive rights, and the right to
payment of any intervening dividend or other distribution, or,
if any such rights have expired or any such dividend or
distribution other than in cash has been completed, in lieu
thereof, at the election of the corporation, the fair value
thereof in cash as determined by the board as of the time of
such expiration or completion, but without prejudice otherwise
to any corporate proceedings that may have been taken in the
interim.
APPENDIX D
TAX OPINION
October 16, 1995
Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130
FNB Bancshares, Inc.
Post Office Box 832
Lake Providence, Louisiana 71254-0832
Dear Sir or Madam:
This letter is in response to your request that we provide you with
our opinion concerning certain federal income tax consequences
which would arise from consummation of the proposed merger of FNB
Bancshares, Inc. ("FNB") with and into Hibernia Corporation
("Hibernia") (the "FNB Merger"), and the proposed merger of The
First National Bank of Lake Providence ("Bank") with and into
Hibernia National Bank ("HNB") (the "Bank Merger"). (Hereinafter,
the FNB Merger and the Bank Merger are referred to collectively as
the "Mergers.")
In rendering this opinion, we have relied upon the facts,
summarized below, as they have been presented to us orally by the
management of Hibernia and verified, in the Statements of Facts and
Representations dated October 16, 1995 provided by the respective
managements of FNB, Bank, Hibernia, and HNB; in the Agreement and
Plan of Merger made and entered into by and between FNB and
Hibernia as of June 15, 1995 (the "Agreement"); in the form of the
Agreement to Merge between Bank and HNB (the "Bank Plan of
Merger"); and in the Registration Statement (Form S-4), as declared
effective by the Securities and Exchange Commission on October 16,
1995 and containing the Proxy Statement - Prospectus of FNB and
Hibernia dated October 16, 1995 ("Prospectus"). (These are
sometimes hereinafter referred to collectively as "Documents.")
You have represented to us that the facts contained in the
Documents provide an accurate and complete description of the facts
and circumstances concerning the proposed Mergers. We have made no
independent investigation of the factual matters and circumstances
and, therefore, have relied upon the facts and representations in
the Documents for purposes of this letter. Any changes to the
facts or Documents may affect the conclusions stated herein.
We understand that reference to Ernst & Young LLP and our opinion
is included in the Prospectus relating to the issuance of Hibernia
Common Stock in connection with the proposed Mergers and the
special meeting of the FNB shareholders with respect thereto. We
consent to such reference in the Prospectus under the captions
"Summary," "Proposed Merger-Representations and Warranties:
Conditions to the Merger; Waiver" and "--Material Tax
Consequences." We also understand that the form of this letter is
included as an appendix to the Form S-4 Registration Statement and
the Prospectus. We consent to such inclusion.
STATEMENT OF FACTS
FNB is a corporation organized and existing under the laws of the
State of Louisiana, and is a bank holding company within the
meaning of the Bank Holding Company Act of 1956, as amended. The
presently authorized capital stock of FNB is 500,000 shares of
common stock (referred to hereinafter as "FNB Common Stock"). As
of the date hereof, 15,000 shares of FNB Common Stock had been
issued and 9,670 shares of FNB Common Stock were outstanding, and
5,330 shares of FNB Common Stock were held in FNB's treasury. The
shares of FNB Common Stock are held by approximately 62
shareholders. There are no options, warrants, subordinated rights
or other rights to purchase FNB Common Stock outstanding as of the
date hereof. FNB's assets include 100 percent of the outstanding
voting shares of Bank, a national banking association duly
organized and existing under the laws of the United States of
America.
Bank is a national banking association organized under the laws of
the United States of America, engaged principally in the banking
business. Bank has 50,000 authorized shares of common stock of
which 15,000 shares were issued and outstanding and held by FNB as
of the date hereof (referred to as "Bank Common Stock").
Hibernia is a bank holding company organized and existing under the
laws of the State of Louisiana with a class of securities
registered under the Securities Exchange Act of 1934. The
presently authorized capital stock of Hibernia is 300,000,000
shares, consisting of 100,000,000 shares of preferred stock, no par
value, and 200,000,000 shares of Class A voting common stock, no
par value (the Class A voting common stock being referred to
hereinafter as "Hibernia Common Stock"). As of June 30, 1995, no
shares of Hibernia's preferred stock were outstanding, 113,431,653
shares of Hibernia Common Stock were outstanding, and 10,746 shares
of Hibernia Common Stock were held in Hibernia's treasury.
Hibernia has the following existing options, warrants, calls or
commitments of any kind obligating Hibernia to issue any share of
its capital stock or any other security of which it is or will be
the issuer: Hibernia has issued warrants to purchase shares of
Hibernia Common Stock pursuant to the terms of the Senior Secured
Restructuring Agreement dated May 27, 1992, of which warrants to
purchase 213,176 shares of Hibernia Common Stock were outstanding
as of June 30, 1995. Additionally, Hibernia has authorized or
reserved 1,705,136 shares of Hibernia Common Stock for issuance
under its 1987 Stock Option Plan, pursuant to which options
covering 1,558,213 shares of Hibernia Common Stock were outstanding
as of June 30, 1995; 4,477,053 (as adjusted) shares of Hibernia
Common Stock for issuance under its Long-Term Incentive Plan,
pursuant to which options covering 3,890,533 shares of Hibernia
Common Stock were outstanding as of June 30, 1995; 1,000,000 shares
of Hibernia Common Stock for issuance under its 1993 Directors'
Stock Option Plan, pursuant to which options covering 235,000
shares of Hibernia Common Stock are outstanding as of June 30,
1995; and 350,062 shares of Hibernia Common Stock are available for
issuance pursuant to Hibernia's Dividend Reinvestment and Stock
Purchase Plan. Completed mergers on July 1, 1995 with Progressive
Bancorporation, Inc. and Bank of St. John resulted in the issuance
of 5,826,949 additional shares of Hibernia Common Stock.
Additionally, on March 14, 1995, Hibernia and its Board of
Directors authorized an employee stock ownership plan (ESOP) to be
funded with $30.0 million of Hibernia Common Stock. The $30.0
million purchase of Hibernia Common Stock will be funded through a
loan from HNB. Hibernia Common Stock for the ESOP will be
purchased as it becomes available on the open market at market
prices, or in private negotiated transactions, other than from
former shareholders of FNB Common Stock, at such prices as may be
agreed by the parties to the transaction, using funds drawn down on
the loan as needed. At June 30, 1995, 2,008,588 shares have been
acquired. Hibernia Common Stock is traded on the New York Stock
Exchange.
HNB is a nationally chartered commercial bank engaged principally
in the banking business. HNB is a wholly owned subsidiary of
Hibernia.
BUSINESS PURPOSE
The management of Hibernia has represented to us that Hibernia
desires to consummate the Mergers in order to improve its presence
in the Louisiana market. As discussed in the Prospectus under the
caption, "Proposed Merger-Background of and Reasons for Merger,"
the FNB and Bank Boards of Directors believe the customers,
depositors, and communities served by Bank will benefit from being
part of a larger banking entity as a result of the future growth,
synergies and cost savings expected to be realized from the
Mergers.
PROPOSED TRANSACTIONS
In accordance with the above-stated business purpose, the following
transactions have been proposed:
1. After all necessary regulatory and shareholder approvals have
been granted, there will be simultaneous mergers (i.e., the
Mergers) of FNB with and into Hibernia in accordance with the
Louisiana Business Corporation Law ("LBCL"), and Bank with
and into HNB in accordance with the provisions of Bank Merger
Act, 12 U.S.C. Sections 1828 et. seq. and 12 U.S.C. Section
215a ("Bank Merger Act"). Upon the completion of the FNB
Merger, Hibernia will cause the Bank Merger to occur.
2. In the FNB Merger, Hibernia will acquire all of the assets
and assume all of the liabilities of FNB in exchange for
Hibernia Common Stock and cash. As a result of the FNB
Merger, each share of the issued and outstanding FNB Common
Stock shall be converted into and become the number of shares
of Hibernia Common Stock determined in accordance with the
exchange rate. The exchange rate shall be the number that is
obtained by dividing 889,640 by the total number of issued
and outstanding shares of FNB Common Stock on the closing
date.
Holders of shares of FNB Common Stock outstanding immediately
prior to the effective date of the FNB Merger shall cease to
be, and shall have no rights as, shareholders of FNB after the
FNB Merger.
3. In the Bank Merger, HNB will acquire all the assets and
assume all of the liabilities of Bank, in constructive
exchange for Hibernia Common Stock. As a result of the Bank
Merger, each share of the issued and outstanding Bank Common
Stock shall cease to be outstanding and will be canceled. No
additional shares of Hibernia Common Stock will actually be
issued, nor will shares of HNB Common Stock be issued in the
Bank Merger.
4. No fractional shares will be issued. Each holder of FNB
Common Stock who would otherwise have been entitled to
receive a fraction of a share of Hibernia Common Stock shall
receive in lieu thereof, cash (without interest) in an amount
equal to such fractional part of a share multiplied by the
average of the mean of high and low prices of one share of
Hibernia Common Stock for the five business days preceding
the last trading day immediately prior to the Closing Date as
reported in The Wall Street Journal.
5. By following certain statutory procedures, shareholders of
FNB Common Stock may exercise dissenter's rights entitling
them to receive in cash the value of their respective FNB
Common Stock in lieu of receiving Hibernia Common Stock in
the FNB Merger.
REPRESENTATIONS
For purposes of our evaluation, we have received from the respective
managements of FNB, Bank, Hibernia, and HNB, Statements of Facts and
Representations, dated October 16, 1995, as set forth below.
References to the "Code" are to the Internal Revenue Code of 1986,
as amended.
The following representations have been made in connection with the
FNB Merger:
(a) The fair market value of the Hibernia Common
Stock to be received by each shareholder of
FNB Common Stock will be approximately equal
to the fair market value of the FNB Common
Stock surrendered in the exchange.
(b) There is no plan or intention by the
shareholders of FNB who own five percent or
more of the FNB Common Stock and to the best
knowledge of management of FNB, there is no
intention on the part of the remaining
shareholders of FNB, to sell, exchange, or
otherwise dispose of a number of shares of
Hibernia Common Stock received in the
transaction that would reduce the FNB
shareholders' ownership of Hibernia Common
Stock to a number of shares having a value, as
of the date of the transaction, of less than
50 percent of the value of all the formerly
outstanding stock of FNB as of the same date.
For purposes of this representation, any
shares of FNB Common Stock surrendered by
dissenters, or exchanged for cash in lieu of
fractional shares of Hibernia Common Stock,
will be treated as outstanding on the date of
the transaction. Moreover, shares of FNB
Common Stock and shares of Hibernia Common
Stock held by former FNB shareholders and
otherwise sold, redeemed, or disposed of prior
to June 15, 1995 or subsequent to the
transaction will be considered in making this
representation.
(c) Hibernia has no plan or intention to reacquire
any of its Common Stock issued in the FNB
Merger other than to acquire a nominal amount
of shares of Common Stock that may be acquired
in ordinary business transactions (including,
but not limited to, open market purchases in
brokers' transactions).
(d) Hibernia has no plan or intention to sell or
otherwise dispose of any of the assets of FNB
acquired in the transaction except for
dispositions made in the ordinary course of
business.
(e) Any liabilities of FNB assumed by Hibernia and
any liabilities to which the transferred
assets of FNB are subject were incurred by FNB
in the ordinary course of its business.
(f) Following the transaction, Hibernia will
continue, substantially unchanged, the
business of FNB operated through FNB's
subsidiary, Bank, which will be merged with
and into HNB.
(g) Except for expenses relating to the
registration of the Hibernia Common Stock and
certain proxy printing and mailing expenses to
be paid solely by Hibernia, which are directly
related to the Mergers in accordance with the
guidelines established in Revenue Ruling 73-
54, 1973-1 C.B. 187, Hibernia, FNB, and the
shareholders of FNB will pay their respective
expenses, if any, incurred in connection with
the transactions.
(h) There is no intercorporate indebtedness
existing between FNB and its affiliate on the
one hand and Hibernia and its affiliates on
the other hand which was issued, acquired, or
will be settled at a discount.
(i) No two parties to the transaction are
investment companies as defined in Section
368(a)(2)(F)(iii) and (iv) of the Code.
(j) FNB is not under the jurisdiction of a court
in a Title 11 or similar case within the
meaning of Section 368(a)(3)(A) of the Code.
(k) The fair market value of the assets of FNB to
be transferred to Hibernia will equal or
exceed the sum of the liabilities assumed by
Hibernia plus the amount of liabilities, if
any, to which the transferred assets are
subject.
(l) The payment of cash in lieu of fractional
shares of Hibernia Common Stock is solely for
the purpose of avoiding the expense and
inconvenience to Hibernia of issuing
fractional shares and does not represent
separately bargained for consideration. The
total cash consideration that will be paid in
the transaction to the FNB shareholders
instead of issuing fractional shares of
Hibernia will not exceed one percent of the
total consideration that will be issued in the
transaction to the FNB shareholders in
exchange for their shares of FNB Common Stock.
The fractional share interests of each holder
of FNB Common Stock will be aggregated, and no
FNB shareholder will receive cash in an amount
equal to or greater than the value of one full
share of Hibernia Common Stock for its FNB
Common Stock.
(m) None of the compensation received by any
shareholder-employees of FNB or Bank will be
separate consideration for, or allocable to,
any of their shares of FNB Common Stock; none
of the shares of Hibernia Common Stock
received by any shareholder-employees will be
separate consideration for, or allocable to,
any employment agreement; and the compensation
paid to any shareholder-employees will be for
services actually rendered and will be
commensurate with amounts paid to third
parties bargaining at arm's-length for similar
services.
(n) The FNB Merger will qualify as a statutory
merger under the Louisiana Business
Corporation Law ("LBCL").
(o) The shareholders of FNB (immediately before
the proposed transaction) receiving shares of
Hibernia Common Stock will not own
(immediately after the proposed transaction)
more than fifty percent of the fair market
value of Hibernia Common Stock.
The following representations have been made in connection with the
Bank Merger:
(aa) No additional Hibernia Common Stock will be
issued or exchanged in the Bank Merger. No
HNB Common Stock will be issued or exchanged
in the Bank Merger.
(bb) There is no plan or intention by the
shareholder of Bank or its shareholders to
sell, exchange or otherwise dispose of a
number of shares of Hibernia Common Stock
constructively received in the transaction
that would reduce the Bank shareholder's
ownership of Hibernia Common Stock to a number
of shares having a value, as of the date of
the transaction, of less than 50 percent of
the value of all of the formerly outstanding
Common Stock of Bank as of the same date. For
purposes of this representation, any shares of
Bank Common Stock constructively exchanged for
cash or other property, surrendered by
dissenters, or exchanged for cash in lieu of
fractional shares of HNB Common Stock will be
treated as outstanding Bank Common Stock on
the date of the transaction. Moreover, shares
of Bank Common Stock and shares of Hibernia
Common Stock held by Bank or its shareholders
and otherwise sold, redeemed, or disposed of
prior to June 15, 1995 or subsequent to the
transaction will be considered in making this
representation.
(cc) HNB will acquire at least 90 percent of the
fair market value of the net assets and at
least 70 percent of the fair market value of
the gross assets held by Bank immediately
prior to the Bank Merger. For purposes of
this representation, amounts paid by Bank to
dissenters, Bank assets used to pay its
reorganization expenses, and all redemptions
and distributions (except for regular, normal
dividends) made by Bank immediately preceding
the transfer, will be included as assets of
Bank held immediately prior to the
transaction.
(dd) Prior to the transaction, Hibernia will be in
control of HNB within the meaning of Section
368(c) of the Code wherein "control" is
defined to mean the ownership of stock
possessing at least 80 percent of the total
combined voting power of all classes of stock
entitled to vote and at least 80 percent of
the total number of shares of all other
classes of the corporation.
(ee) Following the transaction, HNB will not issue
additional shares of its Common Stock that
would result in Hibernia losing control of HNB
within the meaning of Section 368(c) of the
Code.
(ff) Hibernia has no plan or intention to reacquire
any of its Common Stock constructively issued
in the Bank Merger.
(gg) Hibernia has no plan or intention to liquidate
HNB; to merge HNB into another corporation; to
sell or otherwise dispose of the Common Stock
of HNB; or to cause HNB to sell or otherwise
dispose of any of the assets of Bank acquired
in the transaction, except for dispositions
made in the ordinary course of business. As
Hibernia consummates other mergers, it is
likely that some or all of the merged banks
will be merged with and into HNB. At this
time, the discussion provided under the
caption "Summary - Other Pending Transactions
for Hibernia" in the Prospectus provides a
complete list of all pending mergers that are
covered by definitive agreements as of October
16, 1995. However, no Common Stock of HNB
will be issued as consideration in any of the
pending mergers.
(hh) The liabilities of Bank assumed by HNB and the
liabilities to which the transferred assets of
Bank are subject were incurred by Bank in the
ordinary course of its business.
(ii) Following the transaction, HNB will continue
the historic business of Bank or will use a
significant portion of Bank's historic
business assets in its business.
(jj) Except for expenses relating to the
registration of Hibernia Common Stock and
certain proxy printing and mailing expenses to
be paid solely by Hibernia, which are directly
related to the Mergers in accordance with the
guidelines established in Revenue Ruling 73-
54, 1973-1 C.B. 187, Hibernia, HNB, Bank and
the shareholder of Bank will pay their
respective expenses, if any, incurred in
connection with the transaction.
(kk) There is no intercorporate indebtedness
existing between Hibernia and Bank and their
affiliates or between HNB and Bank that was
issued, acquired, or will be settled at a
discount.
(ll) No two parties to the Bank Merger are
investment companies as defined in Section
368(a)(2)(F)(iii) and (iv) of the Code.
(mm) Bank is not under the jurisdiction of a court
in a Title 11 or similar case within the
meaning of Section 368(a)(3)(A) of the Code.
(nn) The basis and fair market value of the assets
of Bank transferred to HNB will each equal or
exceed the sum of the liabilities assumed by
HNB, plus the amount of liabilities, if any,
to which the transferred assets are subject.
(oo) The merger of Bank into HNB will qualify as a
statutory merger under the Bank Merger Act.
TECHNICAL ANALYSIS
Section 368(a)(1)(A) of the Code provides that a reorganization (a
"Type A" reorganization) includes a statutory merger or
consolidation. Such a reorganization can only be achieved by strict
compliance with the applicable corporation laws of the United States
or a state or territory of the United States. A statutory merger
occurs wherein one party (the surviving corporation) to the
transaction absorbs the other party whose corporate existence ceases.
It has been represented by the management of Hibernia that the merger
of FNB with and into Hibernia, wherein Hibernia Common Stock is to
be exchanged for FNB Common Stock, is to occur as a statutory merger
under applicable state and national law.
Section 368(a)(2)(D) of the Code provides that the acquisition by one
corporation in exchange for stock of a corporation which is in
control of the acquiring corporation, of substantially all of the
properties of another corporation, shall not disqualify a transaction
under Section 368(a)(1)(A) if (i) no stock of the acquiring
corporation is used in the transaction and (ii) the transaction would
have otherwise qualified as a Type A reorganization had the merger
been into the controlling corporation. It has been represented by
the management of Hibernia that the merger of Bank with and into HNB,
wherein Hibernia Common Stock is to be constructively exchanged for
Bank Common Stock, is to occur as a statutory merger under applicable
state and national law.
Revenue Procedure 77-37, 1977-2 C.B. 568 (Section 3.01) provides that, for
advance ruling purposes, the "substantially all" requirement of
Section 368(a)(2)(D) is satisfied if there is a transfer of assets
representing at least 90 percent of the fair market value of the net
assets and at least 70 percent of the fair market value of the gross
assets held by the transferor corporation immediately prior to the
transfer. Any payments to dissenters and any redemptions and
distributions (except for regular dividend distributions) made by the
corporation immediately preceding the transfer and which are a part
of the Agreement will be considered as assets held by the corporation
immediately prior to the transfer. Additionally, the payment of
expenses incurred in connection with the Mergers is taken into
consideration in applying the "substantially all" test.
In the proposed Bank Merger, it has been represented by the
managements of Bank and HNB that HNB will acquire assets representing
at least 90 percent of the fair market value of the net assets and
70 percent of the fair market value of the gross assets of Bank and
that, for this purpose, the fair market value of the net and gross
assets of Bank will be determined before payment by Bank of any
expenses incurred by it in connection with the Bank Merger, before
payment to any dissenters to the Bank Merger, and before any
redemptions and distributions (except for regular, normal dividends)
made by Bank immediately preceding the transfer. Based upon the
foregoing representations, the "substantially all" requirement will
be met in the Bank Merger.
Additional Requirements
Sections 1.368-1(b) and 1.368-2(g) of the Income Tax Regulations (the
"Regulations") provide that the following additional requirements
must be met for a transaction to qualify as a reorganization within
the meaning of Section 368 of the Code:
(i) "continuity of interest" must be present,
(ii) "continuity of business enterprise" must
exist, and
(iii) the transaction must be undertaken for
reasons pertaining to the continuance of the
business of a corporation which is a party to
the transaction.
Continuity of Interest
In general, the continuity of interest test requires the owners of
the reorganized entity to receive and retain a meaningful equity in
the surviving entity. See e.g., Pinellas Ice & Cold Storage Co. v.
Comm'r, 287 U.S. 462 (1933); Cortland Specialty Company v. Comm'r,
60 F.2d 937 (2d Cir. 1932), cert. denied, 288 U.S. 599 (1932);
Helvering v. Minnesota Tea Co., 296 U.S. 378 (1935).
Revenue Procedure 77-37, 1977-2 C.B. 568 (Section 3.02) provides
that, for advance ruling purposes, the continuity of interest
requirement is satisfied if there is a continuing interest through
stock ownership in the acquiring or transferee corporation (or a
corporation in "control" thereof within the meaning of Section 368(c)
of the Code) on the part of the former shareholders of the acquired
or transferor corporation which is equal in value as of the effective
date of the reorganization, to at least 50 percent of the value of
all of the formerly outstanding stock of the acquired or transferor
corporation as of that date. Sales, redemptions, and other
dispositions of stock occurring prior or subsequent to the exchange
which are part of the plan of reorganization will be considered in
determining whether there is a 50 percent continuing interest through
stock ownership as of the effective date of the reorganization.
Based upon our understanding of the facts presented to us orally and
as set forth in the Statements of Facts and Representations dated
October 16, 1995, the 50 percent continuity of interest test of
Revenue Procedure 77-37, supra, will be met in the FNB Merger and the
Bank Merger. It has been represented by the management of FNB that
the shareholders of FNB have no plan or intention to sell, exchange
or otherwise dispose of a number of Hibernia shares to be received
in the transaction that will reduce their Hibernia Common Stock
holdings to less than the requisite 50 percent continuity of
interest. Accordingly, in the FNB Merger there will be a continuing
interest through Common Stock ownership in Hibernia on the part of
the former shareholders of FNB.
In Revenue Ruling 68-526, 1968-2 C.B. 156, the Internal Revenue
Service (the "Service) held that the acquisition of the assets (and
assumption of liabilities) of a parent corporation and its 60 percent
owned subsidiary constituted separate tax-free reorganizations when
the transactions occurred pursuant to one plan of reorganization and
for valid business reasons. In Revenue Ruling 76-528, 1976-2 C.B.
103, the Service clarified that the continuity of interest
requirement was met in Revenue Ruling 68-526 with respect to the
subsidiary acquisition even when the Parent had no assets other than
stock of a subsidiary because, in light of the acquisition of the
parent's assets, and its dissolution pursuant to the plan of
reorganization, the parent's shareholders, in effect, "stepped into
the parent's shoes" as the only qualified parties to receive and
continue the stock interest formerly held by the parent corporation.
Although no assurance can be given that the Service will agree, the
rationale of the above Revenue Rulings suggests that the continuity
of interest maintained by the FNB shareholders in the FNB Merger is
relevant in determining whether the continuity of interest
requirement is satisfied in the Bank Merger. See also PLR 9109044
(December 4, 1990) where the Service, after applying the step
transaction doctrine, ruled that a sideways merger of a Bank Holding
Company and its wholly owned banking subsidiary into an acquiring
bank holding company and its banking subsidiary respectively
constituted reorganizations under Section 368(a)(1)(C) and Section
368(a)(2)(D).
In the past, the Service has frequently ruled on certain facts that
the simultaneous mergers of a parent and its wholly-owned subsidiary
into an acquiring parent corporation and its wholly-owned subsidiary,
respectively each qualified as a Section 368(a)(1)(A) reorganization
(see e.g., PLR 9111025 (December 14, 1990), 9047015 (August 24, 1990)
and 9003053 (October 26, 1989)). In other rulings involving slightly
different facts (i.e., minority shareholders in the subsidiary), the
Service held that the subsidiary mergers were Section 368(a)(1)(A)
reorganizations by reason of Section 368(a)(2)(D) (see e.g., PLR
9109044 (December 4, 1990), 8943067 (August 2, 1989) and 8942090
(July 27, 1989)).
Although private letter rulings are not binding on the Service as
precedent, they are cited to illustrate a consistent rulings
position. In recent years, while the Service has declined to rule
on whether a transaction qualifies as a reorganization pursuant to
Section 368(a)(1)(A) of the Code (see section 3.01(26) of Rev. Proc.
95-3) it has consistently ruled that the receipt by a target parent's
shareholders of stock of an acquiring corporation will not prevent
a lower tier target's merger from satisfying the continuity of
interest requirement of Section 1.368-1(b) of the Regulations. See,
for example, PLR 9237031 (June 16, 1992) and PLR 9317027 (January 29,
1993).
Continuity of Business Enterprise
Section 1.368-1(b) of the Regulations also provides that a continuity
of business enterprise (as described in Section 1.368-1(d) of the
Regulations) is a requisite to a reorganization. Section 1.368-1(d)
of the Regulations provides that continuity of business enterprise
requires that the acquiring corporation either continue the acquired
corporation's historic business or use a significant portion of the
acquired corporation's historic assets in a business. The proposed
Bank Merger will meet the continuity of business enterprise test of
Section 1.368-1(d) because, based upon the representation of the
management of HNB, HNB will continue the historic business of Bank
or will use a significant portion of Bank's historic assets in a
business.
Revenue Ruling 85-197, 1985-2 C.B. 120, provides that for purposes
of the continuity of business enterprise requirement, the historic
business of a holding company is the business of its operating
subsidiary. Similarly, Revenue Ruling 85-198, 1985-2 C.B. 120, held
that the continuity of business enterprise requirement was met upon
the merger of two bank holding companies where the business of a
former subsidiary of the acquired holding company was continued
through a subsidiary of the acquiring corporation. Accordingly, the
continuity of business enterprise requirement is met with regard to
the FNB Merger because Hibernia through its wholly-owned subsidiary
HNB, will continue the banking business indirectly conducted by FNB.
Business Purpose
Section 1.368-2(g) of the Regulations provides that a reorganization
must be undertaken for reasons germane to the continuance of the
business of a corporation which is a party to the reorganization.
As heretofore indicated in the Business Purpose Section set forth
above, there are substantial business reasons for the Mergers.
Accordingly, the Mergers each satisfy the business purpose
requirement as set forth in the Regulations.
Constructive Exchange of Shares
To avoid the expense and inconvenience of issuing Hibernia shares to
itself in the Bank Merger, and because FNB's shareholders will have
already received fair value for their shares, the shares of Bank
Common Stock obtained by Hibernia in the FNB Merger shall be
canceled. (See the preceding discussion regarding Rev. Rul 76-528)
In the Bank Merger, which occurs simultaneously, but is to be
described in the closing documents covering the Mergers as a step
following the FNB Merger, HNB technically would acquire the assets
of Bank by issuing shares of Hibernia Common Stock to the Bank
shareholder, Hibernia (as the result of the FNB Merger).
The Tax Court has consistently held that the physical transfer of
shares is not necessary if it would be a "meaningless gesture,"
particularly in situations where common ownership is present. See,
Fowler Hosiery Co., 36 T.C. 201 (1961), aff'd 301 F.2d 394 (7th Cir.
1962) and William Holton George, 26 T.C. 396 (1956). In fact, the
Service has ruled that the absence of an actual physical exchange of
shares does not prevent a transaction from qualifying as a tax-free
reorganization if such an exchange would have been a "meaningless
gesture" or a "useless task." See Rev. Rul. 70-240, 1970-1 C.B. 81
and Rev. Rul. 75-383, 1975-2 C.B. 127. See also Davant v.
Commissioner, 366 F.2d 874 (5th Cir. 1966); James Armour, Inc., 43
T.C. 295 (1964); American Manufacturing Co., 55 T.C. 204 (1970). In
addition, the Service held in Revenue Ruling 78-47, 1978-1 C.B. 113,
that a physical issuance of shares was unnecessary in order to
eliminate certain expenses associated with a reorganization.
The Service has also consistently permitted constructive exchanges
in private letter rulings. See e.g., PLR 9247019 (August 24, 1992)
and 9137029 (June 13, 1991) citing Revenue Ruling 78-47; PLR 9319017
(February 5, 1993) citing Revenue Ruling 70-240; PLR 8750071
(September 17, 1987), 8722021 (February 25, 1987), 8620043 (February
14, 1986), 8403028 (October 17, 1983), and 8306010 (November 4,
1982).
Based on the above, the constructive exchange described herein does
not prevent the Bank Merger from qualifying as a tax-free
reorganization.
Other Statutory Provisions
Section 368(b) of the Code defines the term "a party to a
reorganization" to include a corporation resulting from a
reorganization, and both corporations, in the case of a
reorganization resulting from the acquisition by one corporation of
stock or properties of another.
Section 361(a) of the Code provides that no gain or loss shall be
recognized to a transferor corporation which is a party to a
reorganization on any exchange pursuant to the plan of reorganization
solely for stock or securities in another corporation which is a
party to the reorganization.
Section 1032 of the Code provides that no gain or loss shall be
recognized to a corporation on the receipt of money or other property
in exchange for stock of such corporation. Revenue Ruling 57-278,
1957-1 C.B. 124, provides that a subsidiary will not recognize gain
upon the exchange of its parent's stock for property in connection
with a tax-free reorganization. See also Proposed Treasury
Regulations (Prop. Treas. Regs.) Section 1.1032-2.
Section 354(a)(1) of the Code provides that no gain or loss shall be
recognized if stock or securities in a corporation which is a party
to a reorganization are, in pursuance of the plan of reorganization,
exchanged solely for stock or securities in such corporation or in
another corporation which is a party to the reorganization.
Cash received by shareholders of FNB Common Stock who dissent, will
be treated as received in exchange for his or her stock subject to
the provisions and limitations of Section 302. See Treas. Reg. Sec.
1.354-1(d), Ex. (3). If, as a result of such distribution, a
shareholder owns no FNB Common Stock either directly or indirectly
through the application of Section 318, the redemption will be
treated as a complete termination of interest under Section 302(b)(3)
and such cash will be treated as a distribution in exchange for stock
under Section 302(a).
Section 362(b) of the Code generally provides that if property is
acquired by a corporation in connection with the reorganization, then
the basis shall be the same as it would be in the hands of the
transferor, increased by the amount of gain recognized to the
transferor on such transfer.
Section 1223(2) of the Code provides that in determining a taxpayer's
holding period for property, there shall be included the period for
which such property was held by another person, if such property has,
for the purpose of determining gain or loss from a sale or exchange,
the same basis in whole or in part in such taxpayer's hands as it
would have had in the hands of such other person.
Section 381 of the Code applies to certain transactions, including
those transactions to which Section 361 of the Code applies, where
there is a transfer in connection with a reorganization described in
Section 368(a)(1)(A) or in Section 368(a)(1)(A) and Section
368(a)(2)(D) of the Code.
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
Based solely upon the Statements of Facts and Representations, the
Agreement, and the Bank Plan of Merger, it is our opinion that the
following federal income tax consequences will result:
In the merger of FNB with and into Hibernia:
(1) Provided the proposed merger of FNB with and into Hibernia
qualifies as a statutory merger under Louisiana law, the FNB
Merger will be a reorganization within the meaning of
Section 368(a)(1)(A) of the Code. FNB and Hibernia will
each be a party to a reorganization within the meaning of
Section 368(b) of the Code.
(2) No gain or loss will be recognized by FNB upon the transfer
of its assets to Hibernia in exchange solely for Hibernia
Common Stock, cash for dissenters, if any, and the
assumption by Hibernia of the liabilities of FNB, since any
cash for dissenters will be distributed to the shareholders
(Sections 361(a), 361(b), and 357(a) of the Code).
(3) No gain or loss will be recognized by Hibernia on receipt of
the FNB assets in exchange for Hibernia Common Stock, cash
and the assumption by Hibernia of the liabilities of FNB
(Section 1032(a) of the Code).
(4) The basis of the assets of FNB in the hands of Hibernia
will, in each case, be the same as the basis of those assets
in the hands of FNB immediately prior to the transaction
(Section 362(b) of the Code).
(5) The holding period of the assets of FNB in the hands of
Hibernia will, in each case, include the period for which
such assets were held by FNB (Section 1223(2) of the Code).
(6) No gain or loss will be recognized by the shareholders of
FNB who receive solely Hibernia Common Stock in exchange for
their shares of FNB Common Stock (Section 354(a)(1) of the
Code).
(7) The cash received by a dissenting shareholder of FNB in
exchange for his or her FNB Common Stock will be treated as
having been received by such shareholder as a distribution
in redemption of his or her stock subject to the provisions
and limitations of Section 302 of the Code. If, as a result
of such distribution, a shareholder owns no FNB Common Stock
either directly or indirectly through the application of
Section 318, the redemption will be treated as a complete
termination of interest under Section 302(b)(3) and such
cash will be treated as a distribution in exchange for stock
under Section 302(a).
(8) The basis of Hibernia Common Stock to be received by the
shareholders of FNB Common Stock will be, in each instance,
the same as the basis of their stock surrendered in exchange
therefor, decreased by the amount of cash received, if any
and increased by the amount of gain, if any, recognized in
the exchange. (Section 358(a)(1) of the Code).
(9) The holding period of the Hibernia Common Stock to be
received by the shareholders of FNB Common Stock in the
transaction will include in each instance, the period during
which the FNB Common Stock surrendered in exchange therefor
is held as a capital asset on the date of the surrender
(Section 1223(l) of the Code).
(10) Hibernia will succeed to and take into account those tax
attributes of FNB described in Section 381(c) of the Code.
(Section 381(a) of the Code and Section 1.381(a)-1 of the
Regulations) These items will be taken into account by
Hibernia subject to the conditions and limitations specified
in Sections 381, 382, 383, and 384 of the Code and the
Regulations thereunder.
(11) As provided by Section 381(c)(2) of the Code and Section
1.381(c)(2)-1 of the Regulations, Hibernia will succeed to
and take into account the earnings and profits, or deficit
in earnings and profits, of FNB as of the date of transfer.
Any deficit in the earnings and profits of FNB will be used
only to offset the earnings and profits accumulated after
the date of transfer.
(12) The payment of cash in lieu of fractional share interests of
Hibernia Common Stock will be treated as if the fractional
shares were distributed as part of the exchange and then
were redeemed by Hibernia. These cash payments will be
treated as distributions in full payment in exchange for the
stock redeemed, subject to the provisions and limitations of
Section 302(a) of the Code (Rev. Rul. 66-365, 1966-2 C.B.
116 and Rev. Proc. 77-41, 1977-2 C.B. 574).
In the merger of Bank with and into HNB:
(13) Provided the proposed merger of Bank with and into HNB
qualifies as statutory merger under the Bank Merger Act, the
acquisition by HNB of substantially all of the assets of
Bank solely in constructive exchange for Hibernia Common
Stock, cash for dissenters, if any, and the assumption by
HNB of the liabilities of Bank, will qualify as a
reorganization under the provisions of Sections 368(a)(1)(A)
and 368(a)(2)(D) of the Code. Bank, Hibernia and HNB will
each be a party to a reorganization within the meaning of
Section 368(b) of the Code.
(14) No gain or loss will be recognized by either Hibernia or HNB
upon the acquisition by HNB of substantially all of the
assets of Bank in constructive exchange for Hibernia Common
Stock, cash for dissenters, if any, and the assumption of
Bank's liabilities (Section 1032(a) of the Code). (See
Prop. Treas. Regs. Section 1.1032-2 and Rev. Rul. 57-278,
1957-1 C.B. 124.)
(15) The basis of the assets of Bank acquired by HNB will be the
same in the hands of HNB as the basis of such assets in the
hands of Bank immediately prior to the exchange (Section
362(b) of the Code).
(16) The basis of the HNB Common Stock in the hands of Hibernia
will be increased by an amount equal to the basis of the
Bank assets in the hands of HNB and decreased by the sum of
the amount of the liabilities of Bank assumed by HNB and the
amount of liabilities to which the assets of Bank are
subject (Section 1.358-6(c)(1) of Prop. Treas. Regs.).
(17) The holding period of the assets of Bank received by HNB
will, in each instance, include the period for which such
assets were held by Bank (Section 1223(2) of the Code).
(18) As provided by Section 381(c) of the Code and Section
1.381(c)(2)-1 of the Regulations, HNB will succeed to and
take into account the earnings and profits, or deficit in
earnings and profits, of Bank as of the date of transfer.
Any deficit in the earnings and profits of Bank or HNB will
be used only to offset the earnings and profits accumulated
after the date of transfer.
(19) The shareholder of HNB will recognize no gain or loss upon
the constructive exchange of Bank Common Stock solely for
Hibernia Common Stock. (Section 354(a)(1) of the Code.)
(20) Bank will recognize no gain or loss on the transfer of its
assets to HNB in constructive exchange for Hibernia Common
Stock and the assumption by HNB of the liabilities of Bank,
as described above. (Sections 361(a) and 357(a) of the
Code.)
(21) FNB and Bank will close their taxable years as of the date
of the distribution or transfer. HNB will not close its
taxable year merely because of the Bank Merger. (Section
381(b) of the Code.)
(22) Pursuant to Section 381(a) of the Code and Section 1.381(a)-
1 of the Regulations, HNB will succeed to and take into
account the items of Bank described in Section 381(c) of the
Code. These items will be taken into account by HNB subject
to the provisions and limitations specified in Sections 381,
382, 383 and 384 of the Code and Regulations promulgated
thereunder.
STATE INCOME TAX CONSEQUENCES
(1) The Louisiana income tax treatment to the shareholders of
FNB will be substantially the same as the federal income tax
treatment to the shareholders of FNB.
SCOPE OF OPINION
The scope of this opinion is expressly limited to the federal income
tax issues specifically addressed in (1) through (22) in the section
entitled "Federal Income Tax Consequences" above and (1) in the
section entitled "State Income Tax Consequences" above.
Specifically, our opinion has not been requested and none is
expressed with regard to the federal, foreign, state or local income
tax consequences for the shareholders of Hibernia and HNB. We have
made no determination nor expressed any opinion as to any
limitations, including those which may be imposed under Section 382,
on the availability of net operating loss carryovers (or built-in
gains or losses), if any, after the Mergers, the application (if any)
of the alternative minimum tax to this transaction, nor the
application of any consolidated return or employee benefit issues
which may arise as a result of the Mergers. Further, we have made
no determination as whether FNB dividend distributions have been
sufficient to eliminate any undistributed personal holding company
tax liability, if applicable. We have made no determination nor
expressed any opinion as to the fair market value of any of the
assets being transferred in the Mergers nor the common shares being
exchanged in the Mergers. Furthermore, our opinion has not been
requested and none is expressed with respect to any foreign, state
or local tax consequences (other than those enumerated in (1) above
of State Income Tax Consequences) to FNB, Bank, Hibernia, and HNB.
Our opinion, as stated above, is based upon the analysis of the Code,
the Regulations thereunder, current case law, and published rulings.
The foregoing are subject to change, and such change may be
retroactively effective. If so, our views, as set forth above, may
be affected and may not be relied upon. Further, any variation or
differences in the facts or representations recited herein, for any
reason, might affect our conclusions, perhaps in an adverse manner,
and make them inapplicable. In addition, we have undertaken no
obligation to update this opinion for changes in facts or law
occurring subsequent to the date hereof.
<PAGE>
This letter represents our views as to the interpretation of existing
law and, accordingly, no assurance can be given that the Service or
the courts will agree with the above analysis.
/s/ ERNST & YOUNG LLP
_______________________________
Ernst & Young LLP
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
The Louisiana Business Corporation Law ("LBCL") contains two
provisions that directly affect the liability of officers and
directors of Louisiana corporations to the corporations and
shareholders whom they serve. Section 83 permits Louisiana
corporations to indemnify officers and directors, as well as
certain other individuals who act on behalf of such corporations.
Sections 91 and 92 set forth the liability of officers and
directors of Louisiana corporations.
Section 91 of the LBCL provides that officers and directors of
Louisiana corporations are fiduciaries with respect to the
corporation and its shareholders and requires that they discharge
the duties of their positions as such in good faith and with the
diligence, care, judgment and skill which ordinarily prudent men
would exercise under similar circumstances in like positions.
Section 91 specifically provides that it is not intended to
derogate from any indemnification permitted under Section 83,
discussed below.
Section 92 of the LBCL limits the liability of officers and
directors with respect to certain matters, as well as imposes
personal liability for certain actions, such as the knowing
issuance of shares in violation of the LBCL. Paragraph E of
Section 92 permits a director, in the performance of his duties, to
be fully protected from liability in relying in good faith on the
records of the corporation and upon such information, opinions,
reports or statements presented to the corporation, the board of
directors, or any committee of the board by any of the
corporation's officers or employees, or by any committee of the
board of directors, or by any counsel, appraiser, engineer or
independent or certified public accountant selected with reasonable
care by the board of directors or any committee thereof or any
officer having the authority to make such a selection or by any
other person as to matters the directors reasonably believe are
within such other person's professional or expert competence and
which person is selected with reasonable care by the board of
directors or any committee thereof or any officer having the
authority to make such selection.
Section 83 of the LBCL permits a Louisiana corporation to
indemnify any person who is or was a party or is threatened to be
made a party to any action, suit or proceeding by reason of the
fact that he or she was a director, officer, employee or agent of
the corporation, or was serving at the request of the corporation
in one of those capacities for another business. Such persons may
be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such persons in connection with any such
action as long as the indemnified party acted in good faith and in
a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation. With respect to criminal
actions or proceedings, the indemnified person must not only have
acted in good faith and in a manner believed to be in or not
opposed to the best interest of the corporation; he or she must
also not have had any reasonable cause to believe that his or her
conduct was unlawful.
The LBCL treats suits by or in the right of the corporation,
or derivative suits, differently from other legal actions.
Indemnification is not permitted in a derivative action for any
expenses if the individual seeking indemnification is adjudged
liable for negligence or misconduct in the performance of his or
her duty to the corporation unless specifically ordered by the
court. Otherwise, officers and directors may be indemnified in
derivative actions only with respect to expenses (including
attorneys' fees) actually and reasonably incurred in connection
with the defense or settlement of the action.
Indemnification of officers and directors may only be made by
the corporation if the corporation has specifically authorized
indemnification after determining that the applicable standard of
conduct has been met. This determination may be made (i) by the
board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding,
or (ii) if such a quorum is not obtainable or a quorum of
disinterested directors so directs, by independent legal counsel,
or (iii) by the shareholders.
Indemnification of officers and directors against reasonable
expenses is mandatory under Section 83 of the LBCL to the extent
the officer or director is successful on the merits or in the
defense of any action or suit against him giving rise to a claim of
indemnification.
Louisiana corporations are permitted to advance the costs of
defense to officers and directors with respect to claims for which
they may be indemnified under Section 83 of the LBCL. In order to
advance such costs, however, such procedure must be approved by the
board of directors by a majority of a quorum consisting of
disinterested directors. In addition, a corporation may only
advance defense costs if it has received an undertaking from the
officer or director to repay the amounts advanced unless it is
ultimately determined that he or she is entitled to be indemnified
as otherwise authorized by Section 83.
Louisiana corporations are also specifically permitted to
procure insurance on behalf of officers and directors and former
officers and directors for actions taken in their capacities as
such. Insurance coverage may be broader than the limits of
indemnification under Section 83. Also, the indemnification
provided for in Section 83 is not exclusive of any other rights to
indemnification, whether arising from contracts or otherwise.
The Company has adopted an indemnification provision to its
articles of incorporation that provides for indemnification of
officers and directors under the circumstances permitted by
Louisiana law. The Company's indemnification provision requires
indemnification, except as prohibited by law, of officers and
directors of the Company or any of its wholly-owned subsidiaries
against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil or criminal, administrative or
investigative (including any action by or in the right of the
Company) by reason of the fact that the person served as an officer
or director of the Company or one of its subsidiaries. Officers
and directors may only be indemnified against expenses in cases
brought by the officer or director against the Company if the
action is a claim for indemnification, the officer or director
prevails in the action, or indemnification is included in any
settlement or is awarded by the court. The indemnification
provision further requires the Company to advance defense costs to
officers and directors in such suits and proceedings upon receipt
of an undertaking to repay such expenses unless it is ultimately
determined that the officer or director is entitled to
indemnification as authorized by the Article.
The Company's Articles of Incorporation further provide that
no director or officer of the Company shall be personally liable to
the Company or its shareholder for monetary damages for breach of
fiduciary duty as an officer or director. This provision is
limited to those circumstances in which such a limitation of
liability is permitted under applicable law and would not be
operative in any circumstances in which the law prohibits such an
limitation.
The Articles of Association of the Bank include
indemnification and limitation of liability provisions identical to
those adopted by the Company and described above.
Item 21. Exhibits and Financial Statement Schedules.
EXHIBIT DESCRIPTION
2 Agreement and Plan of Merger (included as
Appendix A to the Proxy Statement-Prospectus)
3.1 Exhibit 4.1 to the Registration Statement on
Form S-3 filed with the Commission by the
Registrant (Registration No. 33-23591) is
hereby incorporated by reference (Articles of
Incorporation of the Registrant, as amended to
date)
3.2 Exhibit 4.2 to the Registration Statement on
Form S-8 filed with the Commission by the
Registrant (Post-Effective Amendment No. 2 to
Registration No. 2-96194) is hereby
incorporated by reference (By-Laws of the
Registrant, as amended to date)
5 Opinion of Randolf F. Kassmeier, Esq. re:
legality of shares
8 Opinion of Ernst & Young, certified public
accountants, regarding certain tax matters
(included as Appendix D to the Proxy
Statement-Prospectus)
10.13 Exhibit 10.13 to the Annual Report on Form 10-
K for the fiscal year ended December 31, 1988,
filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby
incorporated by reference (Deferred
Compensation Plan for Outside Directors of
Hibernia Corporation and its Subsidiaries, as
amended to date)
10.14 Exhibit 10.14 to the Annual Report on Form 10-
K for the fiscal year ended December 31, 1990,
filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby
incorporated by reference (Hibernia
Corporation Executive Life Insurance Plan)
10.16 Exhibit 4.7 to the Registration Statement on
Form S-8 filed with the Commission by the
Registrant (Registration No. 33-26871) is
hereby incorporated by reference (Hibernia
Corporation 1987 Stock Option Plan, as amended
to date)
10.28 Exhibits M and N to the Company's definitive
proxy statement dated August 17, 1992 relating
to its 1992 Annual Meeting of Shareholders
filed with the Commission by the Registrant is
hereby incorporated by reference (Warrant
Agreement dated as of May 27, 1992 among the
Registrant, The Chase Manhattan
Bank (National Association) and certain other
lenders, including the Form of Warrant
attached thereto)
10.29 Exhibit L to the Registrant's definitive proxy
statement dated August 17, 1992 relating to
its 1992 Annual Meeting of Shareholders filed
with the Commission by the Registrant is
hereby incorporated by reference (Registration
Rights Agreement dated as of May 27, 1992
among the Registrant, The Chase Manhattan Bank
(National Association) and certain other
lenders, as amended to date)
10.30 Exhibit 10.30 to a Current Report on Form 8-K
dated July 17, 1992 filed by the Registrant
with the Commission is hereby incorporated by
reference (Stock Purchase Agreement dated as
of July 17, 1992 between the Registrant,
Hibernia National Bank in Texas and Comerica
Incorporated)
10.31 Exhibit 10.31 to a Current Report on Form 8-K
dated September 15, 1992 filed by the
Registrant with the Commission is hereby
incorporated by reference (Amendment to Stock
Purchase Agreement dated September 10, 1992
between Registrant and Comerica Incorporated)
10.34 Exhibit C to the Registrant's definitive proxy
statement dated August 17, 1992 relating to
its 1992 Annual Meeting of Shareholders filed
by the Registrant with the Commission is
hereby incorporated by reference (Long-Term
Incentive Plan of Hibernia Corporation)
10.35 Exhibit A to the Registrant's definitive proxy
statement dated March 23, 1993 relating to its
1993 Annual Meeting of Shareholders filed by
the Registrant with the Commission is hereby
incorporated by reference (1993 Director Stock
Option Plan of Hibernia Corporation)
10.36 Exhibit 10.36 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993 filed with the Commission
(Commission file no. 0-7220) is hereby
incorporated by reference (Employment
agreement between Stephen A. Hansel and
Hibernia Corporation)
10.37 Form of Employment Agreement between H. Graham
Schneider, James J. Schneider, Raymond G.
Dickerson, Sharon E. Knight and Hibernia
Corporation
13 Exhibit 13 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended
December 31, 1993 filed with the Commission
(Commission file No. 0-7220) is hereby
incorporated by reference (1993 Annual Report
to security holders of the Registrant).
22 Exhibit 22 to the Annual Report on Form 10-K
of the Registrant for the fiscal year ended
December 31, 1989 filed with the Commission
(Commission file no. 0-7220) is hereby
incorporated by reference (Subsidiaries of the
Registrant)
23(a) Consent of Randolf F. Kassmeier, Esq.
(included with Exhibit 5)
23(b) Consent of Ernst & Young
Consent of Donald, Tucker & Betts
Consent of Arthur Andersen LLP
Consent of Postlethwaite Netterville
Consent of Southard Financial
Consent of Ernst & Young (included in Exhibit
8, which is included as Appendix D to the
Prospectus)
24 Powers of Attorney
- -------
* Previously filed
Item 22. Undertakings.
The undersigned registrant hereby undertakes:
(i) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;
(ii) to deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information;
(iii) that prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of
this registration statement, by any person or party who is deemed
to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters,
in addition to information called for by the other Items of the
applicable form;
(iv) that every prospectus (a) that is filed pursuant to the
preceding paragraph, or (b) that purports to meet the requirements
of section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part
of an amendment to the registration statement and will not be used
until such amendment is effective and that, for purposes of
determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(v) The undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference into
the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4
within one business day of receipt of such request and to send the
incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed
subsequent to the effective date of the registration statement
through the date of responding to the request.
(vi) The undersigned registrant hereby undertakes to supply
by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
4 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of New Orleans, State of Louisiana, on October 16, 1995.
HIBERNIA CORPORATION
By: /s/ RON E. SAMFORD, JR.
Ron E. Samford, Jr.
Controller and Executive
Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on October 16, 1995.
Signatures Title
*
_____________________________ Chairman of the Board
Robert H. Boh
*
_____________________________ Chief Executive Officer
Stephen A. Hansel and Director
*
_____________________________ Chief Financial Officer
Robert W. Close
*
_____________________________ Chief Accounting Officer
Ron E. Samford, Jr.
*
_____________________________ Director
W. James Amoss, Jr.
*
_____________________________ Director
J. Terrell Brown
*
_____________________________ Director
J. Herbert Boydstun
*
_____________________________ Director
E. R. "Bo" Campbell
*
_____________________________ Director
Richard W. Freeman
*
_____________________________ Director
Robert L. Goodwin
*
_____________________________ Director
Dick H. Hearin
*
_____________________________ Director
Robert T. Holleman
*
_____________________________ Director
Hugh J. Kelly
*
_____________________________ Director
Elton R. King
*
_____________________________ Director
Sidney W. Lassen
*
_____________________________ Director
Donald J. Nalty
*
_____________________________ Director
William C. O'Malley
*
_____________________________ Director
Robert T. Ratcliff
*
_____________________________ Director
H. Duke Shackelford
*
_____________________________ Director
James H. Stone
*
_____________________________ Director
Janee M. "Gee" Tucker
*
_____________________________ Director
Virginia E. Weinmann
*
_____________________________ Director
E. L. Williamson
*
_____________________________ Director
Robert E. Zetzmann
*By: /s/ GARY L. RYAN
Gary L. Ryan
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Sequential Page
Number
5 Opinion of Randolf F. Kassmeier, Esq.
10.37 Form of Employment Agreement between H. Graham
Schneider, James J. Schneider, Raymond G.
Dickerson, Sharon E. Knight and Hibernia
Corporation
23(a) Consent of Randolf F. Kassmeier, Esq. (included with
Exhibit 5)
23(b) Consent of Ernst & Young
Consent of Donald, Tucker and Betts
Consent of Arthur Andersen LLP
Consent of Postlethwaite & Netterville
Consent of Southard Financial
24 Powers of Attorney
________
EXHIBIT 5
OPINION OF RANDOLF F. KASSMEIER, ESQ.
October 16, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am Associate Counsel and Secretary of Hibernia Corporation
(the "Company") and am delivering this opinion in connection with
the registration by the Company of shares of Class A Common Stock
(the "Shares) to be issued by the Company in a proposed merger (the
"Merger") with FNB Bancshares, Inc. ("FNB") in which the
shareholders of FNB will receive the Shares in exchange for their
shares of common stock of FNB, to which registration statement (the
"Registration Statement") this opinion is attached. The Shares
will be reserved for issuance upon the closing of the Merger. The
Shares will be issued to shareholders of FNB upon consummation of
the Merger pursuant to the registration statement after it has been
declared effective by the Securities and Exchange Commission.
In furnishing this opinion, I or attorneys under my
supervision have examined such documents and have made such
investigation of matters of fact and law as I have deemed necessary
or appropriate to provide a basis for the opinions set forth
herein. In such examination and investigation, I have assumed the
genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted as originals
and the conformity to original documents of all documents submitted
as certified or photostatic copies.
In rendering this opinion, I do not express any opinion
concerning any law other than the law of the State of Louisiana and
the federal law of the United States, and I do not express any
opinion, either implicitly or otherwise, on any issue not expressly
addressed below.
Based upon and limited by the foregoing, and based upon legal
considerations which I deem relevant and upon laws or regulations
in effect as of the date hereof, I am of the opinion that:
1. The Corporation has been duly incorporated and is validly
existing and in good standing under the laws of the State of
Louisiana.
2. The Shares have been duly authorized and either are, or,
upon issuance thereof pursuant to the terms of the offering
thereof, will be, validly issued, fully paid and non-assessable.
I hereby expressly consent to the inclusion of this Opinion as
exhibit to the Registration Statement and to the reference to this
Opinion therein.
This opinion is being furnished to you pursuant to the filing
of the Registration Statement and may not be relied upon by any
other person or used for any other purpose, except as provided for
in the preceding paragraph.
Very truly yours,
/s/ RANDOLF F. KASSMEIER
Randolf F. Kassmeier
Associate Counsel and
Assistant Secretary
EXHIBIT 10.37
FORM OF EMPLOYMENT AGREEMENTS BETWEEN H. GRAHAM SCHNEIDER, JAMES J.
SCHNEIDER, RAYMOND G. DICKERSON, SHARON E. KNIGHT AND HIBERNIA
CORPORATION
FORM OF EMPLOYMENT AGREEMENT BETWEEN H. GRAHAM SCHNEIDER AND
HIBERNIA CORPORATION
AGREEMENT
THIS AGREEMENT is entered into this ___ day of ___________,
199_, by and among H. Graham Schneider ("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 FNB Bancshares,
Inc. (the "Bank"), of which Employee is the Chairman;
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 City Chairman, 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 City Chairman. The duties would
include, but not necessarily be limited to, assisting in the
integration of FNB Bancshares, Inc. 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 [amount] 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 15, 1995 by and between the
Hibernia Corporation and FNB Bancshares, Inc. and shall terminate
one year 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 East Carroll and West Carroll in
Louisiana.
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
____________________________________
H. Graham Schneider
HIBERNIA NATIONAL BANK
By: _______________________________
FORM OF EMPLOYMENT AGREEMENT BETWEEN JAMES J. SCHNEIDER AND
HIBERNIA CORPORATION
AGREEMENT
THIS AGREEMENT is entered into this ___ day of ___________,
199_, by and among James J. Schneider ("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 FNB Bancshares,
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 City President, 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 City President. The duties would
include, but not necessarily be limited to, assisting in the
integration of FNB Bancshares, Inc. 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 [amount] 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 15, 1995 by and between the
Hibernia Corporation and FNB Bancshares, Inc. and shall terminate
three years 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 East Carroll and West Carroll in
Louisiana.
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
____________________________________
James J. Schneider
HIBERNIA NATIONAL BANK
By: _______________________________
FORM OF EMPLOYMENT AGREEMENT BETWEEN RICHARD G. DICKERSON AND
HIBERNIA CORPORATION
AGREEMENT
THIS AGREEMENT is entered into this ___ day of ___________,
199_, by and among Richard G. Dickerson ("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 FNB Bancshares,
Inc. (the "Bank"), of which Employee is the Vice 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 Vice President, 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 Vice President. The duties would
include, but not necessarily be limited to, assisting in the
integration of FNB Bancshares, Inc. 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 [amount] 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 15, 1995 by and between the
Hibernia Corporation and FNB Bancshares, Inc. and shall terminate
two years 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 East Carroll and West Carroll in
Louisiana.
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
____________________________________
Raymond G. Dickerson
HIBERNIA NATIONAL BANK
By: _______________________________
FORM OF EMPLOYMENT AGREEMENT BETWEEN SHARON E. KNIGHT AND
HIBERNIA CORPORATION
AGREEMENT
THIS AGREEMENT is entered into this ___ day of ___________,
199_, by and among Sharon E. Knight ("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 FNB Bancshares,
Inc. (the "Bank"), of which Employee is the Secretary;
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 Senior Vice President, 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 Senior Vice President. The duties
would include, but not necessarily be limited to, assisting in the
integration of FNB Bancshares, Inc. 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 [amount] 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 15, 1995 by and between the
Hibernia Corporation and FNB Bancshares, Inc. and shall terminate
two years 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 East Carroll and West Carroll in
Louisiana.
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
____________________________________
Sharon E. Knight
HIBERNIA NATIONAL BANK
By: _______________________________
EXHIBIT 23 (b)(i)
CONSENT OF ERNST & YOUNG LLP
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts"
in this Registration Statement (Form S-4) and related Prospectus of
Hibernia Corporation for the registration of 887,640 shares of its
common stock to be issued pursuant to its proposed merger with FNB
Bancshares, Inc. and to the incorporation by reference therein of
our reports (i) dated January 9, 1995, with respect to the
consolidated financial statements of Hibernia Corporation
incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1994 and (ii) dated January 9, 1995, except
for the pooling of interests with the 1995 Pooled Companies
described in Note 2, as to which the date is July 1, 1995, with
respect to the supplemental consolidated financial statements of
Hibernia Corporation included in its Current Report on Form 8-K
dated October 12, 1995, both filed with the Securities and Exchange
Commission.
/s/ERNST & YOUNG LLP
Ernst & Young LLP
New Orleans, Louisiana
October 16, 1995
EXHIBIT 23(b)(ii)
CONSENT OF DONALD, TUCKER AND BETTS
(A Professional Accounting Corporation)
Certified Public Accountants
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement on Form S-4 and related Prospectus of
Hibernia Corporation for the registration of its common stock to be
issued pursuant to its proposed merger with FNB Bancshares, Inc.
and to the inclusion herein of our audit reports with respect to
the consolidated financial statements of FNB Bancshares, Inc. also
included therein, filed with the Securities and Exchange
Commission. Our audit reports are dated as follows: for the year
ended December 31, 1994, reported dated January 9, 1995; for the
year ended December 31, 1993.
/s/ Donald, Tucker and Betts
DONALD, TUCKER AND BETTS
Monroe, Louisiana
October 16, 1995
EXHIBIT 23(b)(iii)
CONSENT OF ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Form S-4 registration statement
of Hibernia Corporation (Hibernia) of the following reports
included in Hibernia's Form 8-K dated October 12, 1995: our report
dated February 10, 1995, with respect to the consolidated balance
sheets of Progressive Bancorporation, Inc. and subsidiary as of
December 31, 1994 and 1993, and the related consolidated statements
of income, shareholders' equity and cash flows for each of the
three years in the period ended December 31, 1994; our report dated
February 22, 1995, except with respect to the matter discussed in
Note 2 to the financial statements, as to which the date is March
1, 1995, with respect to the balance sheets of American Bank as of
December 31, 1994 and 1993, and the related statements of income,
shareholders' equity and cash flows for the years then ended; and
our report dated March 29, 1995, with respect to the balance sheets
of Bank of St. John as of December 31, 1994 and 1993, and the
related statements of income, shareholders' equity and cash flows
for the years then ended. We also consent to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
New Orleans, Louisiana
October 6, 1995
EXHIBIT 23(b)(iv)
CONSENT OF POSTLETHWAITE & NETTERVILLE
We consent to the incorporation by reference in the Form S-4
registration statement of Hibernia Corporation (Hibernia) of our
reported dated January 27, 1995, with respect to the consolidated
statement of condition of Staba Bancshares, Inc. and Subsidiary as
of December 31, 1994 and 1993 and the related consolidated
statements of operations, changes in stockholders equity and cash
flows for each of the three years in the period ended December 31,
1994. We also consent to all references to our Firm included in
this registration statement.
/s/ POSTLETHWAITE & NETTERVILLE
Postlethwaite & Netterville
Donaldsonville, Louisiana
October 12, 1995
EXHIBIT 23(b)(v)
CONSENT OF SOUTHARD FINANCIAL
We hereby consent to the inclusion in this registration statement
on Form S-4 of our opinion dated September 29, 1995 and to all
references to our firm in the registration statement.
/s/ DAVID A. HARRIS
David A. Harris
Memphis, Tennessee
September 29, 1995
EXHIBIT 24
POWERS OF ATTORNEY
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ W. JAMES AMOSS, JR.
___________________________________
W. James Amoss, Jr.
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Chairman
and director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ ROBERT H. BOH
___________________________________
Robert H. Boh
Chairman and Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ J. HERBERT BOYDSTUN
___________________________________
J. Herbert Boydstun
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ J. TERRELL BROWN
___________________________________
J. Terrell Brown
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ E. R. "BO" CAMPBELL
___________________________________
E. R. "Bo" Campbell
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ RICHARD W. FREEMAN, JR.
___________________________________
Richard W. Freeman, Jr.
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ ROBERT L. GOODWIN
___________________________________
Robert L. Goodwin
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
President, Chief Executive Officer and director of Hibernia
Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Robert W. Close, Patricia C.
Meringer and Ron E. Samford, Jr., and each of them (with full power
to each of them to act alone), his true and lawful agents and
attorneys-in-fact, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute,
acknowledge, deliver, and file (a) with the Securities and Exchange
Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-4 (or other appropriate form) and
any and all amendments (including post-effective amendments)
thereto, with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection
therewith, relating to the registration under the Securities Act of
1933 of Common Stock of the Corporation to be issued in the merger
between the Corporation and FNB Bancshares, Inc. ("FNB") wherein
the Corporation agrees to exchange shares of its common stock for
all of the outstanding shares of common stock of FNB and merge FNB
into the Corporation, authorized by resolutions adopted by the
Board of Directors June 27, 1995, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such
offering under the laws of any such jurisdiction, including any
amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ STEPHEN A. HANSEL
___________________________________
Stephen A. Hansel
President, Chief Executive Officer
and Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ DICK H. HEARIN
___________________________________
Dick H. Hearin
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ ROBERT T. HOLLEMAN
___________________________________
Robert T. Holleman
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Vice
Chairman and director of Hibernia Corporation, a Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint Robert W. Close, Patricia C. Meringer and Ron E. Samford,
Jr., and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-4 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in the merger between the Corporation
and FNB Bancshares, Inc. ("FNB") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of FNB and merge FNB into the Corporation,
authorized by resolutions adopted by the Board of Directors June
27, 1995, and (b) with the securities agencies or officials of
various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ HUGH J. KELLY
___________________________________
Hugh J. Kelly
Vice Chairman and Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ ELTON R. KING
___________________________________
Elton R. King
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ SIDNEY W. LASSEN
___________________________________
Sidney W. Lassen
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Vice
Chairman and director of Hibernia Corporation, a Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint Robert W. Close, Patricia C. Meringer and Ron E. Samford,
Jr., and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-4 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in the merger between the Corporation
and FNB Bancshares, Inc. ("FNB") wherein the Corporation agrees to
exchange shares of its common stock for all of the outstanding
shares of common stock of FNB and merge FNB into the Corporation,
authorized by resolutions adopted by the Board of Directors June
27, 1995, and (b) with the securities agencies or officials of
various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ DONALD J. NALTY
___________________________________
Donald J. Nalty
Vice Chairman and Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ WILLIAM C. O'MALLEY
___________________________________
William C. O'Malley
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ ROBERT T. RATCLIFF
___________________________________
Robert T. Ratcliff
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ H. DUKE SHACKELFORD
___________________________________
H. Duke Shackelford
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ JAMES H. STONE
___________________________________
James H. Stone
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ JANEE M. "GEE" TUCKER
___________________________________
Janee M. "Gee" Tucker
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ VIRGINIA EASON WEINMANN
___________________________________
Virginia Eason Weinmann
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ ERNEST L. WILLIAMSON
___________________________________
Ernest L. Williamson
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close, Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ ROBERT E. ZETZMANN
___________________________________
Robert E. Zetzmann
Director
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Controller of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Robert W.
Close and Patricia C. Meringer, and each of them (with full power
to each of them to act alone), his true and lawful agents and
attorneys-in-fact, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute,
acknowledge, deliver, and file (a) with the Securities and Exchange
Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-4 (or other appropriate form) and
any and all amendments (including post-effective amendments)
thereto, with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection
therewith, relating to the registration under the Securities Act of
1933 of Common Stock of the Corporation to be issued in the merger
between the Corporation and FNB Bancshares, Inc. ("FNB") wherein
the Corporation agrees to exchange shares of its common stock for
all of the outstanding shares of common stock of FNB and merge FNB
into the Corporation, authorized by resolutions adopted by the
Board of Directors June 27, 1995, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such
offering under the laws of any such jurisdiction, including any
amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as the undersigned might
or could do if personally present, and the undersigned hereby
ratifies and confirms all that said agents and attorneys-in-fact,
or any of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ RON E. SAMFORD, JR.
___________________________________
Ron E. Samford, Jr.
Controller
HIBERNIA CORPORATION
P0WER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Treasurer
and Chief Financial Officer of Hibernia Corporation, a Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint Patricia C. Meringer and Ron E. Samford, Jr., and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-4 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in the merger between the Corporation and FNB Bancshares,
Inc. ("FNB") wherein the Corporation agrees to exchange shares of
its common stock for all of the outstanding shares of common stock
of FNB and merge FNB into the Corporation, authorized by
resolutions adopted by the Board of Directors June 27, 1995, and
(b) with the securities agencies or officials of various
jurisdictions, all applications, qualifications, registrations or
exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that
said agents and attorneys-in-fact, or any of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 27th day of June, 1995.
/s/ ROBERT W. CLOSE
___________________________________
Robert W. Close
Treasurer and Chief Financial Officer
HIBERNIA CORPORATION
