March 17, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N. W.
Washington, D. C. 20549
Re: Hibernia Corporation
Current Report on Form DEF 14A
Dear Sirs:
Pursuant to Rule 14a-6() of the Securities Exchange Act of
1934, attached for filing via EDGAR is a definitive copy of the
proxy statement, form of proxy and all other soliciting material,
for the Company's 1995 Annual Meeting of Shareholders to be held on
April 18, 1995. These materials are first being mailed to
shareholders of the Company on March 17, 1995. We are also
simultaneously mailing for filing with the New York Stock Exchange
five copies of these materials.
Thank you for your assistance. If you have any questions in
this regard, please call me at (504) 533-2486.
Very truly yours,
/s/ PATRICIA C. MERINGER
Patricia C. Meringer
Secretary and Associate Counsel
PCM/gbp
Enclosure
cc: Joseph Lomnicky
Ron E. Samford, Jr.
Stephen D. M. Schuetz
March 17, 1995
Dear Fellow Shareholder:
You are cordially invited to attend the Annual Meeting of
Shareholders of Hibernia Corporation at 10 a.m. Tuesday, April 18,
1995. A formal notice setting forth the business to come before
the meeting and a proxy statement are enclosed. The meeting will
be held in the Hibernia Center, 1111 Tulane Avenue, New Orleans,
Louisiana. Free parking will be available in parking lots at 1010
Common Street (the parking lot entrance is in the 200 block of
South Rampart Street) and 222 Loyola Avenue. If you park in either
of these lots, please bring your parking ticket stub to the meeting
so that it can be validated for you.
At the meeting, you will be asked to elect eight directors,
each for a three-year term, and to ratify the appointment of Ernst
& Young LLP as independent auditors for 1995. Your Board of
Directors recommends a vote "FOR" each proposal.
Regardless of the number of shares you own, it is very
important that you vote them at the meeting, either in person or by
proxy. Whether or not you are able to attend, please take a moment
now to sign, date and mail the enclosed proxy in the postage-paid
envelope so that your vote may be counted.
Thank you for your cooperation and continued support.
Sincerely,
/s/ STEPHEN A. HANSEL
Stephen A. Hansel
President
and Chief Executive Officer
PROXY PROXY
HIBERNIA CORPORATION
P. O. Box 61540 New Orleans, Louisiana 70161
SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING, APRIL 18, 1995
The undersigned hereby appoints Susan Klein, Patricia C.
Meringer and Gary L. Ryan, or any of them (each with full power to
act alone and with power of substitution), proxies for the
undersigned to vote all shares of Hibernia Corporation (the
"Company") that the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Company to be held in the Auditorium
of the Hibernia Center, 1111 Tulane Avenue, New Orleans, Louisiana,
at 10:00 a.m. on Tuesday, April 18, 1995, and at any adjournment or
postponement thereof, as indicated on the reverse of this proxy,
and, in their discretion, on such other matters as may properly
come before the meeting, and the undersigned acknowledges receipt
of the Company's notice and accompanying Proxy Statement.
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned shareholder. If no
direction is given, this proxy will be voted "FOR" the nominees
named in Proposal 1 (including any substitute nominee) and "FOR"
Proposal 2. All shareholders are encouraged to read the Proxy
Statement that accompanies this proxy card carefully for further
information concerning each of the Proposals.
1. ELECTION OF DIRECTORS
(a) ____ FOR all nominees listed below, except as
otherwise indicated.
(b) ____ WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: If you wish to withhold authority selectively to vote
for any individual nominee, strike a line through the nominee's
name below:
NOMINEES TO SERVE UNTIL THE 1998 ANNUAL MEETING OF SHAREHOLDERS:
Robert H. Boh, J. Herbert Boydstun, E. R. "Bo" Campbell, Richard W.
Freeman, Jr., Stephen A. Hansel, Elton R. King, Duke Shackelford,
James H. Stone
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS FOR HIBERNIA CORPORATION, THE
BOARD OF DIRECTORS, HOWEVER, RESERVING THE RIGHT TO
CHANGE INDEPENDENT AUDITORS.
(a) ____ FOR (b) ____ AGAINST (c) ____ ABSTAIN
The undersigned hereby revokes all
proxies heretofore given in
connection with the 1995 Annual
Meeting.
PLEASE SIGN, DATE AND RETURN IN
ENCLOSED ENVELOPE
Dated: _____________________, 1995
___________________________________
___________________________________
When signing as attorney, executor,
administrator, trustee or guardian,
please sign name(s) and full title.
Otherwise, please sign exactly as
name(s) appears opposite.
(ii)
HIBERNIA CORPORATION
P. O. Box 61540
New Orleans, Louisiana 70161
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 18, 1995
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders
of Hibernia Corporation (the "Company") will be held in the
Auditorium of the Hibernia Center, 1111 Tulane Avenue, New Orleans,
Louisiana, at 10:00 a.m. on Tuesday, April 18, 1995, for the
following purposes:
1. Election of eight persons to serve as Directors of the
Company until the 1998 Annual Meeting of Shareholders or
until their successors are elected and qualified.
2. Ratification of the appointment of Ernst & Young LLP as
independent auditors for the Company for 1995.
3. Such other business as may properly come before the
meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on
February 24, 1995 are entitled to notice of and to vote at the
meeting or any adjournment or postponement thereof.
All shareholders are encouraged to read the accompanying Proxy
Statement carefully for further information concerning the
proposals that will be presented at the Annual Meeting and prior to
completion of the enclosed proxy card.
Please sign and date the enclosed proxy and return it in the
envelope provided as promptly as possible. A proxy may be revoked
at any time, as described in the accompanying Proxy Statement.
By Order of the Board of Directors
/s/ PATRICIA C. MERINGER
Patricia C. Meringer
Secretary
New Orleans, Louisiana
March 17, 1995
HIBERNIA CORPORATION
P.O. Box 61540
New Orleans, Louisiana 70161
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 18, 1995
PROXY SOLICITATION AND VOTING OF PROXIES
Your proxy is solicited by the Board of Directors (the "Board
of Directors" or "Board") of Hibernia Corporation (the "Company")
for use at the Annual Meeting of Shareholders (the "Annual
Meeting") to be held on Tuesday, April 18, 1995 in the Auditorium
of the Hibernia Center, 1111 Tulane Avenue, New Orleans, Louisiana
and any adjournment or postponement thereof. This Proxy Statement
is being furnished in connection with the Annual Meeting.
Only shareholders of record as of the close of business on
February 24, 1995 are entitled to notice of and to vote at the
Annual Meeting or any adjournment or postponement thereof. As of
that date, there were 109,138,340 shares of Class A Common Voting
Stock, no par value (the "Common Stock"), issued and outstanding,
constituting the only class of outstanding voting securities. Each
share is entitled to one vote on all matters to come before the
meeting.
To the best knowledge of the Board of Directors of the
Company, as of March 13, 1995, no individual or group of
individuals has reported to the Securities and Exchange Commission
that he or they beneficially owned more than 5% of the Company's
outstanding Common Stock except as described below.
The Prudential Insurance Company of America ("Prudential")
filed a Schedule 13G with the Securities and Exchange Commission
("SEC") on September 9, 1993 and amended that Schedule on January
31, 1995 stating that, as of December 31, 1994, Prudential
beneficially owned more than 5% of the Company's outstanding Common
Stock. Although Prudential's filing indicated that it had sole
voting and dispositive power with respect to only approximately 1.3
million shares (approximately 1.2%), it beneficially owned
7,050,011 (6.4%) shares of the Company's Common Stock. The filing
certifies that, to the best of Prudential's knowledge and belief,
the securities referred to in the filing were acquired in the
ordinary course of its business and were not acquired for the
purpose of, and do not have the effect of, changing or influencing
the control of the Company. The filing also certifies that the
shares were not acquired in connection with or as a participant in
any transaction having the purpose or effect of changing or
influencing the control of the Company. Prudential's mailing
address is Prudential Plaza, Newark, New Jersey 07102-3777.
In addition, Jennison Associates Capital Corp. ("Jennison")
filed a Schedule 13G with the SEC stating that it had sole voting
power over approximately 1.5 million shares of the Company's Common
Stock and beneficially owned an aggregate of 6,938,500 shares of
the Company's Common Stock as of December 31, 1994. Jennison's
Schedule 13G states that Jennison is an investment adviser
registered under the Investment Company Act of 1940. The filing
further certifies that, to the best of Jennison's knowledge and
belief, the securities referred to in the filing were acquired in
the ordinary course of its business and were not acquired for the
purpose of, and do not have the effect of, changing or influencing
the control of the Company. The filing also certifies that the
shares were not acquired in connection with or as a participant in
any transaction having the purpose or effect of changing or
influencing the control of the Company. Jennison's mailing address
is 466 Lexington Avenue, New York, New York 10017.
Based upon conversations with representatives of Prudential,
the Company believes that Jennison is a subsidiary of Prudential
and that the shares reported on Jennison's Schedule 13G are also
included in Prudential's Schedule 13G
The approximate date of mailing of this Proxy Statement and
the accompanying form of proxy is March 17, 1995.
Shares of Common Stock represented by any unrevoked proxy in
the accompanying form, if properly executed and received prior to
the Annual Meeting, will be voted as specified in that proxy.
Proxies for which no specification is made will be voted FOR the
election of the nominees listed herein under "Election of
Directors" and in favor of Proposal 2.
Shares represented by a proxy that is marked "Abstain" as to
any proposal will not be considered a vote in favor of or against
the proposal so marked. Broker non-votes will not be treated as
present or represented at the meeting.
A proxy is revocable by written notice to the Secretary of the
Company at any time prior to its exercise or by delivery of a later
dated proxy. A proxy may also be revoked by a shareholder attending
and voting in person at the meeting.
VOTING PROCEDURES
Election of Directors. Directors are elected by a plurality
of the votes of the shares present in person or represented by
proxy at the Annual Meeting. Consequently, only shares that are
voted in favor of a particular nominee will be counted toward that
nominee's achievement of a plurality. Shares present at the
meeting that are not voted for a particular nominee or shares
present by proxy where the stockholder properly withheld authority
to vote for the nominee (including broker nonvotes) will not be
counted toward the nominee's achievement of a plurality.
Other Matters. For purposes of the Annual Meeting, the
affirmative vote of the majority of the shares of Common Stock
present in person or represented by proxy at the meeting for a
particular matter is required for the matter to be deemed an act of
the shareholders. With respect to abstentions, the shares are
considered present at the meeting for the proposal, but, because
they are not affirmative votes for approval of the proposal, they
will have the same effect as votes cast against the proposal. With
respect to broker nonvotes, the shares are not considered present
at the Annual Meeting for the proposal as to which the broker
withheld authority. Consequently, broker nonvotes are not counted
with regard to the proposal, but they have the effect of reducing
the number of affirmative votes required to approve the proposal,
because they reduce the total number of shares present or
represented, from which a majority is calculated.
ELECTION OF DIRECTORS
Shareholders of the Company are being asked to elect eight
individuals to serve as Directors of the Company until the 1998
Annual Meeting of Shareholders or until their respective successors
shall have been duly elected and qualified. These individuals are
identified below.
Pursuant to the Bylaws of the Company, the Board of Directors
has fixed the number of Directors at 22 divided into three
approximately equal classes with terms expiring in successive
years. Upon the retirement of Messrs. Duncan and Laborde at the
Annual Meeting, discussed below, the number of Directors will be
reduced to 20.
Under the Company's Bylaws, a Director who has attained the
age of 71 is generally required to retire at the next Annual
Meeting of Shareholders after reaching that age. The Board of
Directors may permit a Director to remain in office beyond that
time and until expiration of his term as a Director under certain
circumstances.
Brooke H. Duncan and John P. Laborde have reached the age of
71 and, pursuant to the Bylaws of the Company, will retire as
Directors as of the Annual Meeting.
The Board of Directors has nominated the eight individuals who
are listed below under the caption "Nominees for Election Until
1998 Annual Meeting" to serve as Directors until the 1998 Annual
Meeting. All these persons are currently Directors of the Company
and four of these individuals were elected by the shareholders at
previous annual meetings.
Mr. King was elected to the Board on June 1, 1994 to fill a
vacancy created when the Board increased the number of Directors to
19 on that same day.
Mr. Shackelford was elected to the Board on July 20, 1994
after the completion of the merger of Bastrop National Bank with
and into Hibernia National Bank (the "Bank"). Mr. Shackelford
served on the board of directors of Bastrop National Bank for over
28 years prior to that merger.
Mr. Boydstun was elected to the Board on August 30, 1994 after
the completion of the merger of First Bancorp of Louisiana, Inc.
with and into the Company. Mr. Boydstun served as president and
chief executive officer of First Bancorp of Louisiana, Inc. until
the merger and currently serves as an executive officer of the
Company and the Bank.
Mr. Campbell was elected to the Board on January 24, 1995
after the completion of the merger of Pioneer Bank & Trust Company
with and into the Bank. Mr. Campbell served as chairman of the
board of directors of Pioneer until the merger and currently serves
as an executive officer of the Company and the Bank.
Certain information concerning the nominees and those
Directors whose terms of office continue after the 1995 Annual
Meeting is set forth below. Should any nominee for election as a
Director be unable or unwilling to serve, the persons named in the
accompanying proxy will vote for the other nominees and any
substitute nominees as may have been nominated by the Board of
Directors. The Board has no reason to believe that any nominee
will be unable or unwilling to serve.
Nominees for Election until 1998 Annual Meeting
Name, age, present position, Amount and
principal occupation and Year first nature of
directorships in other became beneficial Percent
public companies (1) Director (2) ownership (3) of Class
Robert H. Boh (64) 1968 85,371 (4)(5)(6) *
Chairman, and former President
and Chief Executive
Officer, Boh Bros.
Construction Co., LLC
and Boh Company LLC (construction).
Director, Tidewater Inc. and BellSouth
Telecommunications, Inc.
J. Herbert Boydstun (48) 1994 478,168 (7) *
Chairman, Northeast Region,
Hibernia National Bank.
Previously, from 1982 to 1994,
President and Director
First National Bank of
West Monroe and its holding
company, First Bancorp of
Louisiana, Inc.+
E. R. "Bo" Campbell (54) 1995 3,162,301 (8) ?
Chairman, Northwest Region,
Hibernia National Bank.
Previously, from 1977 to 1992,
President, and from 1992 to 1994,
Chairman of the Board,
Pioneer Bank & Trust Company
(Shreveport) and its holding
company, Pioneer Bancshares
Corporation++
Richard W. Freeman, Jr. (56) 1981 63,256 (4)(5) *
Personal Investments and
Proprietor, Oak Hill Ranch
(livestock ranching). Director,
WHIMS, Inc. (livestock herd
management computer software).
President, Tidewater Enter-
prises, Inc. (real estate)
Stephen A. Hansel (47) 1992 762,006 (9) *
President and Chief Executive
Officer, Hibernia Corporation
and Hibernia National Bank.
Previously, from 1985 to 1992,
Senior Executive Vice President
and Chief Financial Officer,
Barnett Banks, Inc., Jacksonville,
Florida (multi-bank holding company)
<PAGE>
Elton R. King (48) 1994 7,637 (10)(11) *
President - Louisiana
South Central Bell
(public utility)
Duke Shackelford (68) 1994 214,784 (10)(12) *
President
Shackelford Co., Inc.,
Bastrop, Louisiana+++
(cotton production and
distribution)
James H. Stone (69) 1983 5,184 (5)(13) *
Chairman of the Board and
Chief Executive Officer,
Stone Energy Corporation
(oil and gas exploration and
production). Director, Newpark
Resources, Inc.
Directors Whose Terms Continue After 1995 Annual Meeting
Directors Whose Terms Continue Until the 1996 Annual Meeting
Name, age, present position, Amount and
principal occupation and Year first nature of
directorships in other became beneficial Percent
public companies (1) Director (2) ownership (3) of Class
W. James Amoss, Jr. (70) 1972 7,350 (5) *
President and Director,
Marine Logistics, Inc.
(maritime consulting).
Chairman and Chief Executive
Officer (Retired), Lykes Bros.
Steamship Co., Inc.
Former Chairman and Director,
Interocean Steamship Corp.
(steamship lines)
<PAGE>
Robert L. Goodwin (70) 1980 7,373 (5) *
Chairman and Chief Executive
Officer (Retired), Great River
Oil & Gas Corporation
(oil and gas exploration and
management of oil and gas prop-
erties)
Robert T. Holleman (64) 1986 48,148 (4)(5) *
Independent Geologist (oil
and gas exploration). Chair-
man, CamAm Industries, USA, Ltd.;
Chairman of the Bank's
Lafayette City Board of Directors
Hugh J. Kelly (69) 1978 19,630 (4)(5) *
President, Chief Executive
Officer and Director (Retired),
Ocean Drilling & Exploration
Company (oil and gas exploration
and production, offshore contract
drilling and diving). Director,
Central Louisiana Electric Company;
Chieftain International, Inc.
and Tidewater Inc.
Sidney W. Lassen (60) 1985 103,278 (5)(14) *
Chairman of the Board and
Chief Executive Officer,
Sizeler Realty Co., Inc.
(shopping center development) and
Sizeler Property Investors, Inc.
(real estate investment trust).
E. L. Williamson (70) 1977 27,550 (4)(5) *
Chairman of the Board and Chief
Executive Officer (Retired) of The
Louisiana Land and Exploration Company
(oil and gas production) and
Director, The Louisiana Land and
Exploration Company, Halliburton
Co. and Central Louisiana
Electric Company
Directors Whose Terms Continue Until the 1997 Annual Meeting
Name, age, present position, Amount and
principal occupation and Year first nature of Percent of
directorships in other became beneficial Class
public companies (1) Director (2) ownership (3)
J. Terrell Brown (55) 1986 18,986 (4)(5)(15) *
President, Chief Executive
Officer and Director,
United Companies
Financial Corporation
(financial services)
Dick H. Hearin (60) 1986 91,887 (4)(5)(16) *
Managing Partner, Hearin
Properties (real estate
investments)
Donald J. Nalty (61) 1966 242,507 (17) *
Vice Chairman and Director of
Hibernia National Bank
Robert T. Ratcliff (52) 1994** 11,243 (10)(18) *
President and Chief Executive
Officer, Ratcliff Construction
Company, Inc. (commercial and
industrial construction)
Virginia E. Weinmann (65) 1994*** 33,262 (10)(19) *
Personal Investments and
Proprietor, Waverly Enterprises
(investments)
Robert E. Zetzmann (66) 1965 203,831 (4)(5) *
Properties and Investments.
Prior to October 1990,
Mr. Zetzmann was President,
Zetz 7-Up Bottling Co., Inc.
(manufacturer and distributor
of carbonated beverages)
+ Mr. Boydstun was elected to the Board after First Bancorp of
Louisiana, Inc. merged with and into the Company.
++ Mr. Campbell was elected to the Board after Pioneer Bancshares
Corporation merged with and into the Company.
+++ Mr. Shackelford was elected to the Board after Bastrop National
Bank was merged with and into the Bank.
** Mr. Ratcliff has been a member of Hibernia National Bank's City
Board of Directors in Alexandria since 1987.
*** Mrs. Weinmann served as a Director of the Company from 1977-1989
and resigned from the Board at that time for personal reasons.
Certain Executive Officers
Robert W. Close 68,116 (20) *
K. Kirk Domingos III 33,406 (21) *
Gerald F. Pavlas 65,298 (22) *
C. Geron Hargon 51,576 (23) *
All Directors and Named Executives
As a Group 5,812,148 5.33%
_______________________
* Less than 1 percent
All share amounts included in the foregoing table include
shares which the individual has the right to acquire within 60 days
of the date of this Proxy Statement.
Information is given for the executive officers listed in the
Summary Compensation Table on page 9 who are the four highest paid
executive officers of the Company and its subsidiaries other than
Mr. Hansel, who is also a director. Information for Mr. Hansel is
included elsewhere in this stock ownership table. The executive
officers listed here, including Mr. Hansel, are sometimes referred
to in this Proxy Statement as the "named executives."
(1) Except as otherwise indicated, all Directors and nominees held
the position indicated or another senior executive position
with the same entity or one of its affiliates or a predecessor
corporation for the past five years.
(2) Year given is year in which the individual first became a
Director of the Company or of the Bank.
(3) Except as otherwise indicated, stock ownership information
given is as of March 1, 1995. Includes shares subject to
options exercisable as of that date.
(4) Includes options to purchase 2,071 shares which are currently
exercisable.
(5) Includes options to purchase 2,500 shares exercisable as of
April 28, 1995.
(6) Includes 15,742 shares owned by Mr. Boh's wife as to which he
disclaims beneficial ownership.
(7) Includes 34,066 shares held in a self-directed IRA and 110,871
shares held in the employee stock ownership plan of First
Bancorp of Louisiana, Inc. Also includes 2,500 shares held as
custodian for Mr. Boydstun's daughter, 2,500 shares held as
custodian for Mr. Boydstun's son and 2,500 shares held by
Jennifer Boydstun, a dependent of Mr. Boydstun.
(8) Includes 27,450 shares held in a profit sharing plan of
Pioneer Bank & Trust Company in an account on behalf of Mr.
Campbell.
(9) Includes 35,741 shares held by Mr. Hansel's wife as to which
he disclaims beneficial ownership. Also includes 2,003 shares
held as of September 30, 1994 (the most recent date for which
information is available) in the Company's Retirement Security
Plan, options to purchase 200,000 shares which are currently
exercisable and 431,333 shares exercisable as of March 26,
1995, and 48,860 shares of restricted stock over which Mr.
Hansel has sole voting power and limited dispositive power.
(10) Includes options to purchase 5,000 shares which are currently
exercisable.
(11) Includes 504 shares held in a KEOGH Plan of which Mr. King is
the administrator.
(12) Includes 3,543 shares held in an IRA, 10,713 shares held in
the name of Shackelford Co., Inc., of which Mr. Shackelford is
president and 81,470 shares owned by Mr. Shackelford's wife as
to which he disclaims beneficial ownership.
(13) Includes 63 shares held in trusts for the children of Mr.
Stone as to which he disclaims beneficial ownership.
(14) Includes 4,703 shares and 4,902 shares, respectively, held by
each of two trusts of which Mr. Lassen is a trustee and as to
which Mr. Lassen has sole voting power. Mr. Lassen disclaims
beneficial ownership of the shares held by these trusts. Also
includes options to purchase 516 shares that are currently
exercisable and 5,491 shares owned by Mr. Lassen's wife.
(15) Includes 14,166 shares owned by a corporation as to which Mr.
Brown shares voting and investment powers.
(16) Includes 386 shares held by a corporation of which Mr. Hearin
is President and as to which he has sole voting and investment
power. Also includes 1,584 and 20,932 shares held in trusts
of which Mr. Hearin is co-trustee with the Bank. Mr. Hearin
disclaims beneficial ownership of those 22,516 shares.
(17) Includes 42,377 shares of Common Stock credited to Mr. Nalty
as of September 30, 1994 under the Company's Retirement
Security Plan, Annual Stock Bonus Plan, Tower Stock Bonus
Account and Pension Equalization Plan and options to purchase
43,836 shares that are currently exercisable.
(18) Includes 6,118 shares owned by a corporation of which Mr.
Ratcliff is president and chief executive officer.
(19) Includes 3,397 shares held in Mrs. Weinmann's son's name but
owned beneficially by Mrs. Weinmann, and 7,727 shares owned by
Mrs. Weinmann's husband as to which she disclaims beneficial
ownership.
(20) Includes 82 shares held in the Company's Annual Stock Bonus
Plan, 16,405 shares held in the Company's Retirement Security
Plan and 5,518 shares held in the Company's Pension
Equalization Plan as of September 30, 1994. Also includes
options to purchase 28,418 shares that are currently
exercisable, 284 shares held in trust for the benefit of, and
124 shares held by, Mr. Close's wife and 16,502 shares of
restricted stock over which Mr. Close has voting power and
limited dispositive power.
(21) Includes 103 shares held as custodian for Mr. Domingos'
daughter and 89 shares held as custodian for Mr. Domingos'
son. Also includes 2,849 shares held in the Company's
Retirement Security Plan and 82 shares held in the Company's
Annual Stock Bonus Plan as of September 30, 1994, options to
purchase 18,281 shares that are currently exercisable and
10,000 shares of restricted stock over which Mr. Domingos has
voting power and limited dispositive power.
(22) Includes options to purchase 36,316 shares that are currently
exercisable, options to purchase 5,000 shares exercisable as
of May 26, 1995; 7,486 shares held in the Company's Retirement
Security Plan as of September 30, 1994; and 16,502 shares of
restricted stock over which Mr. Pavlas has voting power and
limited dispositive power.
(23) Includes 20,352 shares held in the Company's Retirement
Security Plan and 71 shares held in the Company's Annual Stock
Bonus Plan as of September 30, 1994. Also includes options to
purchase 21,169 shares that are currently exercisable and
9,901 shares of restricted stock over which Mr. Hargon has
voting power and limited dispositive power.
Board Meetings and Committees
The Audit Committee of the Board of Directors of the Company
supervises the Company's internal audit function and general
auditor; directs an examination of the Company's affairs at least
annually; reviews regulatory examination reports on the Company and
its subsidiaries, internal audit reports and audit reports issued
by the Company's independent auditors and has the authority to
perform certain other functions, as may be delegated to it from
time to time by the Board of Directors. The members of this
Committee during 1994 were Messrs. Kelly (Chairman), Amoss,
Goodwin, Hearin, King, Lassen, Zetzmann and Mrs. Weinmann, and from
January through his retirement in April 1994, Joe D. Smith, Jr.
During 1994, the Audit Committee held ten meetings.
The Executive Compensation Committee of the Board of Directors
reviews and recommends salaries, bonuses and other compensation of
certain officers of the Company and its subsidiaries, reviews and
approves compensation plans and policies for employees of the
Company and its subsidiaries and administers the Company's
executive compensation plans. The Executive Compensation Committee
also supervises compliance by the Company and its subsidiaries with
laws and regulations relating to the hiring, promotion and welfare
and benefits of employees of the Company and its subsidiaries and
recommends management development and succession plans for the
Company and its subsidiaries. The members of the Executive
Compensation Committee during 1994 were Messrs. Stone (Chairman),
Brown, Duncan, Goodwin, Hearin, King and Williamson and Mrs.
Weinmann, each of whom is an independent director. The Executive
Compensation Committee held four meetings during 1994.
The Executive Committee of the Board of Directors was formed
in May of 1991 and has all of the power and authority of the Board
of Directors except any power and authority as has been delegated
to another committee of the Board or as may not by law be delegated
to a committee of the Board of Directors. In addition to its
general power and authority, the Executive Committee has identified
and recommended candidates for nomination as directors of the
Company and its principal operating subsidiaries. Messrs. Boh
(Chairman), Amoss, Brown, Hansel, Kelly, Lassen and Stone, and from
January through his retirement in April 1994, Joe D. Smith, Jr.
were members of the Executive Committee during 1994. The Executive
Committee held five meetings during 1994.
During 1994, there were twelve meetings of the Company's Board
of Directors. All of the Company's Directors attended at least 75%
of the aggregate number of meetings of the Board of Directors and
of the committees of which they were members during the year.
Executive Compensation and Benefit Plans
Annual Compensation
The following table sets forth the names and positions of, and
compensation paid by the Company and its subsidiaries during or
with respect to 1994 to, the Chief Executive Officer of the Company
and each of the four most highly compensated executive officers of
the Company other than the Chief Executive Officer.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and
Principal
Position Year Salary Bonus
Stephen A. Hansel 1994 $450,000 $405,000
President and 1993 450,000 303,750
Chief Executive Officer 1992 344,424(1) 350,000(2)
Robert W. Close 1994 192,000 112,500
Senior Executive 1993 156,000 92,000
Vice President, 1992 166,667 80,000
Chairman, Greater
New Orleans Region
K. Kirk Domingos III 1994 165,000 100,000
Senior Executive 1993 145,000 62,500
Vice President 1992 145,000 55,000
Gerald F. Pavlas 1994 177,000 60,000
Executive Vice 1993 167,500 80,000
President 1992 153,339 75,000
C. Geron Hargon 1994 150,000 82,500
Chairman, 1993 139,000 50,000
South Central Region 1992 157,667 65,000
(1) Salary presented is for the portion of the year during which
Mr. Hansel served as President and Chief Executive Officer (March
26 - December 31, 1992).
(2) Includes a bonus of $100,000 paid to Mr. Hansel upon
commencement of his employment with the Company.
SUMMARY COMPENSATION TABLE
(continued)
Long-Term Compensation
Awards
Securities
Name and Underlying All
Principal Year Options/ Other
Position SARs Compensation
Stephen A. Hansel 1994 656,026 $ 39,227 (1)
President and 1993 642,666 39,464 (2)
Chief Executive Officer 1992 400,000 45,0473 (3)
Robert W. Close 1994 55,000 $ 21,010 (4)
Senior Executive 1993 45,000 21,195 (5)
Vice President, Chairman, 1992 5,918 23,203 (6)
Greater New Orleans Region,
_________________________
(1) Includes $3,281 contributed by the Company on behalf of
Mr. Hansel to the Retirement Security Plan and $35,946, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Hansel (a portion of the premium of
which is paid by Mr. Hansel).
(2) Includes $1,687 contributed by the Company on behalf of
Mr. Hansel to the Retirement Security Plan and $37,777, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Hansel (a portion of the premium of
which is paid by Mr. Hansel).
(3) Includes $701 paid to Mr. Hansel to reimburse him for the
premiums paid by him from April 1, 1992 through July 1, 1992 on his
personal life insurance policy and $44,346, which is the actuarial
value of a split-dollar life insurance policy provided by the
Company to Mr. Hansel (a portion of the premium of which is paid by
Mr. Hansel).
(4) Includes $4,688 contributed by the Company on behalf of
Mr. Close to the Retirement Security Plan and $16,322, which is the
actuarial value of a split-dollar life insurance policy provided by
the Company to Mr. Close (a portion of the premium of which is paid
by Mr. Close).
(5) Includes $3,900 contributed by the Company on behalf of
Mr. Close to the Retirement Security Plan and $17,295, which is the
actuarial value of a split-dollar life insurance policy provided by
the Company to Mr. Close (a portion of the premium of which is paid
by Mr. Close).
(6) Includes $4,167 contributed by the Company on behalf of
Mr. Close to the Retirement Security Plan and $19,036, which is the
actuarial value of a split-dollar life insurance policy provided by
the Company to Mr. Close (a portion of the premium of which is paid
by Mr. Close).
SUMMARY COMPENSATION TABLE
(continued)
Long Term Compensation Awards
(continued)
Securities
Name and Underlying All
Principal Year Options/ Other
Position SARs Compensation
K. Kirk Domingos III 1994 30,000 $ 19,930 (7)
Executive Vice 1993 30,000 19,751 (8)
President 1992 3,281 21,595 (9)
Gerald F. Pavlas 1994 45,000 $ 16,901 (10)
Executive Vice 1993 50,000 16,441 (11)
President 1992 21,316 18,411 (12)
C. Geron Hargon 1994 27,500 $ 17,062 (13)
Executive Vice 1993 30,000 16,505 (14)
President 1992 6,169 19,623 (15)
_____________________________
(7) Includes $4,688 contributed by the Company on behalf of
Mr. Domingos to the Retirement Security Plan and $15,242, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Domingos (a portion of the premium
of which is paid by Mr. Domingos).
(8) Includes $3,625 contributed by the Company on behalf of
Mr. Domingos to the Retirement Security Plan and $16,126, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Domingos (a portion of the premium
of which is paid by Mr. Domingos).
(9) Includes $3,760 contributed by the Company on behalf of
Mr. Domingos to the Retirement Security Plan and $17,835, which is
the actuarial value of a split-value life insurance policy provided
by the Company to Mr. Domingos ( a portion of the premium of which
is paid by Mr. Domingos).
(10) Includes $3,281 contributed by the Company on behalf of
Mr. Pavlas to the Retirement Security Plan and $13,620, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Pavlas (a portion of which is paid
by Mr. Pavlas).
(11) Includes $2,094 contributed by the Company on behalf of
Mr. Pavlas to the Retirement Security Plan and $14,347, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Pavlas (a portion of the premium of
which is paid by Mr. Pavlas).
(12) Includes $1,917 contributed by the Company on behalf of
Mr. Pavlas to the Retirement Security Plan and $16,494, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Pavlas (a portion of the premium of
which is paid by Mr. Pavlas).
(13) Includes $4,542 contributed by the Company on behalf of
Mr. Hargon to the Retirement Security Plan and $12,520 which is the
actuarial value of a split-dollar life insurance policy provided by
the Company to Mr. Hargon (a portion of the premium of which is
paid by Mr. Hargon).
(14) Includes $3,475 contributed by the Company on behalf of
Mr. Hargon to the Retirement Security Plan and $13,030, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Hargon (a portion of the premium of
which is paid by Mr. Hargon).
(15) Includes $3,942 contributed by the Company on behalf of
Mr. Hargon to the Retirement Security Plan and $15,681, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Hargon (a portion of the premium of
which is paid by Mr. Hargon).
<PAGE>
Stock Option and Stock Appreciation Rights ("SAR") Grants
The Company granted stock options to each of the named
executives during 1994, as well as to other employees of the
Company. Mr. Hansel's options were granted pursuant to the terms
of his employment agreement with the Company and were granted under
the Company's Long-Term Incentive Plan. All other named executives
and employees who received stock options were granted options under
the Long-Term Incentive Plan, which was adopted and approved by the
Company's shareholders at the 1992 Annual Meeting of Shareholders.
All of these stock options have vesting schedules that permit
exercise of 50% of the shares to which the options relate two years
after the date of grant, as to an additional 25% of the shares
three years after the date of grant and as to the remaining shares
four years after the date of grant. The options terminate ten
years after their date of grant if they have not been previously
exercised. In addition, the options become immediately exercisable
as to all shares to which they relate upon certain changes of
control of the Company. No change in control has occurred as of
the date of this Proxy Statement. All of the stock options granted
to all employees except Mr. Hansel during 1994 were nonqualified
stock options. All but approximately 12,600 of Mr. Hansel's
options were non-qualified stock options.
The Company has not granted any SARs in connection with any
outstanding options and did not grant any SARs during 1994.
The following table sets forth the stock options granted to
Messrs. Hansel, Close, Domingos, Pavlas and Hargon during 1994 and
certain other information relating to those options. The amounts
included in the "Grant Date Value" column of the table are the
respective present values of the options on the date of grant, as
determined using the Black-Scholes option valuation model.
The following assumptions were used in calculating these
values:
(a) all options would be held for the entire 10-year term;
(b) a risk free rate of 7.11%;
(c) a dividend yield of 2.2%; and
(d) stock price volatility of 35%.
The value determined in accordance with the calculation was then
adjusted downward by 5% to reflect the nontransferability of the
option (because the valuation model assumed transferability). The
value was further adjusted downward by 8.3% (3% per year) to
reflect the risk of termination of the option as a result of the
extended vesting schedules.
The assumptions described above are only assumptions and,
therefore, the actual stock price performance may vary from the
model. Consequently, the amounts included in the Grant Date Value
column of the table should not be viewed as a prediction either of
future stock value or of the amount that optionees may realize upon
exercise of their options and ultimate sale of the shares acquired
in the exercise. Those amounts may be greater or lesser than the
amounts shown in the table.
Option/SAR Grants in Last Fiscal Year
Grant Date
Individual Grants Value
(a) (b) (c) (d) (e) (f)
% of
Number Total
of Options/
Securities SARs
Underlying Granted to Exercise Grant
Options/ Employees or Base Expira- Date
SARs in Fiscal Price tion Present
Name Granted Year ($/Sh) Date Value$
Mr. Hansel 656,026 38.38% $7.9375 3/25/04 $2,011,670
Mr. Close 50,000 2.93% 7.9375 3/25/04 153,322
Mr. Domingos 30,000 1.76% 7.9375 3/25/04 91,993
Mr. Pavlas 45,000 2.63% 7.9375 3/25/04 137,990
Mr. Hargon 27,500 1.61% 7.9375 3/25/04 84,327
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR
Values
None of Messrs. Hansel, Close, Pavlas, Domingos or Hargon
exercised any stock options during 1994. In addition, none of those
individuals hold any SARs, and no SARs were exercised by any of
them during 1994.
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR
Values
Number of
Securities
Underlying
Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal-Year End Fiscal-Year End ($) (1)
(#)
Exercisable(E)/ Exercisable(E)/
Name Unexercisable(U) Unexercisable(U)
Mr. Hansel 300,000(E) $ 1,068,750(E)
1,398,692(U) 717,750(U)
Mr. Close 28,418(E) 30,707(E)
72,500(U) 14,063(U)
Mr. Domingos 18,281(E) 18,653(E)
45,000(U) 9,375(U)
Mr. Pavlas 36,316(E) 43,701(E)
35,000(U) 40,000(U)
Mr. Hargon 21,169(E) 26,725(E)
42,500(U) 9,375(U)
_____________________________
(1) For each option, the value is determined as follows:
[number of shares subject to option] times [$7.75 - exercise price
per share]. The $7.75 price was the closing market price of the
Company's Common Stock on December 31, 1994. This column does not
include any options the exercise price of which exceeds $7.75, as
these options are not considered "in-the-money".
Long-Term Incentive Plan Awards
There were no Long-Term Incentive Plan awards made to any of
the Named Executives (other than the stock options listed above)
during 1994. The performance share awards reported in the
Company's 1994 proxy statement were paid out in 1995 in accordance
with the terms of the awards previously described.
Compensation of Directors
During 1994, each Director of the Company who was not also an
officer of the Company or the Bank received a $10,000 retainer,
$800 for attendance at each meeting of the Board of Directors, and
$800 for attendance at each meeting of a committee of the Board of
Directors of the Company or the Bank. The Chairman of the Board of
Directors and the chairman of each committee of the Board of
Directors received $1,000 for attendance at each meeting of the
committee he chaired. Beginning in 1995 the amounts were increased
to $12,600, $900, $900 and $1,200 respectively.
The Chairman of the Board and the Vice Chairman of the Board
are paid annual retainers of $30,000 and $25,000, respectively, in
addition to the $10,000 ($12,600 in 1995) retainer received by all
directors described above.
Beginning in 1994, retainer fees were paid in April to
coincide with the Annual Meeting of Shareholders and the terms of
the directors (which commence as of the date of the Annual Meeting)
and cover the period from April 1 through March 31.
The Company maintains a deferred compensation plan for
Directors pursuant to which a Director may defer payment of fees
receivable by him for service as a Director, with deferred amounts
accruing interest at a rate equal to that paid by the Bank on its
retail Tower money management fund accounts offered to the public
in the New Orleans area.
Employment Agreements and Change of Control Arrangements
Mr. Hansel serves as President and Chief Executive Officer of
the Company pursuant to a written employment agreement with the
Company which was effective as of March 26, 1992 and which was
described in detail in the Company's Proxy Statement relating to
its 1993 Annual Meeting of Shareholders. The agreement provides
for an annual salary to Mr. Hansel of $450,000 during 1993 and
1994, and, in 1993, Mr. Hansel was entitled to a bonus of up to 75%
of his base salary. Thereafter, Mr. Hansel's bonus is determined
by the Executive Compensation Committee. Mr. Hansel received a
bonus of $405,000 in early 1995.
Mr. Hansel was also granted stock options to purchase 656,026
shares of Common Stock at an exercise price of $7.9375 on March 25,
1994 pursuant to the agreement. The exercise price of these
options is equal to the market value of the Common Stock on the
date of grant. None of these options are exercisable until at
least two years after the date of grant, unless a change of control
occurs, at which time the options are exercisable immediately and
in full. Mr. Hansel is not expressly entitled to further grants of
options under the terms of his employment agreement, but additional
options may be granted to him in the future at the discretion of
the Executive Compensation Committee.
The agreement includes an initial term of three years, with
automatic renewals each year beginning in 1993 for an additional
year. As a result, the agreement's initial term, which would have
otherwise expired in March 1995, was extended for an additional
year in each of 1993 and 1994 and is now scheduled to expire in
March 1997. The agreement is expected to be renewed in 1995,
thereby extending its term to March 1998.
None of the other named executives serves pursuant to an
employment agreement.
All of the stock options issued to the named executives in
1994 contained change of control provisions that permit immediate
vesting as to all options in the event of a change of control.
As described below in the Report of the Executive Compensation
Committee, the Committee has approved employment agreements with
certain members of management that would become operative in the
event of a change of control of the Company. The Executive
Compensation Committee believes that these arrangements are
important in retaining qualified management of the Company and also
provide an incentive to executives to remain with the Company
through a transition in ownership, if such a change were to occur,
rather than to leave the Company. The Committee believes that
retention of management is important in the event of a change of
control in order to preserve the value of the Company for the new
owner during the transition. The Committee also recognizes that
the members of executive and senior management with whom these
agreements would be executed are the individuals most likely to
have lengthy periods of unemployment, due to their seniority and
compensation levels, in the event they are terminated in a change
of control. The agreements provide for continued employment after
a change of control for either one or two years, depending upon the
level of responsibility and seniority of the officer who is a party
to the agreement, and permit the employee to resign without cause
after completing one-half of the term of the contract and receive
payment for the remainder of the term. Agreements of this type
were executed in 1994 with 52 officers of the Company, including
the Named Executives (other than Mr. Hansel), whose agreements each
provide for a 2-year term.
Additional Information with Respect to Compensation Committee
Interlocks and Insider Participation in Compensation Decisions
During 1994, the members of the Executive Compensation
Committee were Messrs. Stone (Chairman), Brown, Duncan, Goodwin,
Hearin, King, Williamson and Mrs. Weinmann. None of these
individuals was an officer or employee of the Company or any of its
subsidiaries during 1994, and none of these individuals is a former
officer of the Company or any of its subsidiaries.
A subsidiary of United Companies Financial Corporation
("United Companies"), of which Mr. Brown is president and chief
executive officer, makes insurance products available to customers
of the Bank and pays the Bank a commission on these sales to Bank
customers. The aggregate commissions received by the Bank on these
sales during 1994 were approximately $1,399,289.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
BACKGROUND AND OVERALL POLICY
The company's current compensation program was developed in
1992 and has been refined since that time in response to the
Company's improvement in operating results and to the overall
market conditions affecting the Company's peer group of regional
banks. The following are the primary objectives of this program:
To provide total compensation opportunities which are
competitive with those provided to employees in similar
positions in other companies with which Hibernia competes
for employees;
To minimize fixed expenses and strengthen the correlation
between individual and Company performance and compensatory
reward by implementing appropriate incentive compensation
arrangements; and
To strengthen the mutuality of interests between
management and shareholders through the use of stock-based
incentives, which will result in increased stock ownership
of management.
These objectives apply to compensation for all levels of
employees in the Company, although not all employees are eligible
to participate in all aspects of the compensation program.
Competitive Market
Executive and Senior Management are recruited from a national
labor market of other banking organizations. Salary rates for
these positions are developed by considering the responsibility
of each position relative to comparable positions in other
organizations of similar size that compete in similar businesses
and business lines with the Company. The CEO's compensation is
determined based upon an analysis of compensation provided by a
peer group of regional bank holding companies. This peer group
is identical to the group used to measure the Company's stock
performance in the Stock Performance Graph that appears elsewhere
in this Proxy Statement. The Committee believes that the CEO's
position is the only position that is truly comparable among the
members of the peer group, and consequently, it is the only
position within the Company that is compared to the peer group
for purposes of this analysis.
Middle Management and Professional staff are generally recruited
from Louisiana and surrounding states but in some cases are
recruited nationally. Salary rates for these positions are
developed by comparison to similar positions in other banks but
with more emphasis on the experience level of the individual than
the size of the employing organization.
Nonexempt and Supervisory positions are recruited from a local
labor market. Salary rates are set relative to other banks and
similar positions (such as customer service positions) in local
companies.
Base Salaries
Consistent with its objective to minimize fixed expenses,
the Committee has determined to increase salaries for all
Executive and Senior management employees of the Company at a
slower rate than the rate at which comparable salaries in the
market are increasing. This principle was applied in granting
salary increases, if any, in 1994 and 1995, and is expected to be
applied in the future. In addition, bonuses will occasionally be
paid to entice new Executive and Senior managers to join the
Company. These bonuses are considered when determining the
overall compensation for those individuals.
Salaries for Executive management (including the named
executives) are set at a level that does not exceed the median of
the market rate for the particular job. During 1994, Executives
were paid at a rate that was 17% below the market rate. Early
this year, the Committee approved salary increases (effective
April 1, 1995) totaling $41,500 or 1.7% of current salaries, for
some of the 17 officers who constitute the Company's Executive
management (other than the CEO). Under terms of his employment
contract, Mr. Hansel is eligible for annual salary adjustments,
which he elected to forego in 1993 and 1994.
Senior management salaries are set at a level which during
1994 was 8% below the market rates. Early this year, the
Committee approved salary increases (effective April 1, 1995)
totaling $100,700, or 2.4% of current salaries for some of the 46
officers who constitute this group.
Salaries for other employees in the Company are set within a
range of competitive rates and will be managed so that the
largest increases go to the individuals who exhibit superior
performance and those whose pay is lowest relative to the market.
Total increases for this group will be consistent with
competitive trends within the applicable market.
During 1994, the Board of Directors approved a plan that
modified the Company's organizational structure. This
reorganization resulted in a number of title changes and
promotions for members of Executive and Senior management, with
corresponding increases in base salaries in those cases in which
significant additional responsibilities were undertaken.
Annual Cash Incentives
The Committee believes that incentives must balance short-
term and long-term objectives. While the results of short-term
actions and decisions are not always evident as they are made,
over time the stock market and investors in it signal their
approval or disapproval of the Company's progress in ways that
ultimately affect the Company's stock price. Accordingly, the
Committee believes that long-term focus is best achieved through
long-term stock ownership, which is provided through grants under
the Company's Long-Term Incentive Plan. However, to provide
reward and encourage short-term decisions that result in positive
long-term performance of the Company, the Committee also believes
that executives should be rewarded through annual cash bonuses.
Annual cash bonuses are not based upon the market price of the
Company's stock and therefore will not necessarily increase or
decrease with the price of the Company's stock.
Similarly, the Committee believes that incentives should
balance the results achieved by an individual and the Company's
overall results. In designing annual cash incentive plans, the
Company has rewarded nonmanagement employees primarily based on
the results of their performance and the performance of their
respective business units (e.g., branch or division). At higher
levels of the organization, annual cash bonuses are based partly
on an individual's own performance, partly on the performance of
his or her business unit and largely on the overall performance
of the Company. Accordingly, some incentive awards will be paid
(particularly to lower-level employees) even in years when the
Company has not met its overall performance objectives. However,
the awards granted to Executive management will be most closely
related to the overall results achieved, and, as a result,
Executive management is not likely to receive significant cash
incentives in years in which the Company's overall performance
has not been consistent with or better than pre-established long-
and short-term objectives.
Annual cash incentive award opportunities are designed so
that the award for target or planned performance combined with
base salary will produce cash compensation about equal to the
market median. Performance significantly exceeding planned
objectives will produce total cash compensation between the
median and the 75th percentile of the market rate for competitive
positions.
The total awards paid to Executive and Senior management and
an individual executive's specific award are not derived from
specific formulas. Rather, the Committee approves an overall
total pool of annual cash incentives. The aggregate amount of
the pool is determined based upon a number of performance factors
for the Company, including net income, asset quality, earnings,
profitability and similar factors. The distribution of the pool
of funds among members of Executive and Senior management is
based upon a more subjective assessment of each individual's, and
his or her business unit's, performance in, among other things,
business development and achievement of both short-term and
strategic goals and objectives. The CEO recommends specific
awards for Executive management based upon his assessment of
their business unit and individual performance. The Committee
participates in this assessment and approves each specific award.
Similarly, the Executive managers as a group evaluate the
performance of each of the Senior managers and recommend awards
for those individuals, which awards are approved by the CEO.
Based upon the performance of the Company and the Executive
managers during 1994, the Committee approved cash bonus awards
totaling $1,437,000 for the 18 members of Executive management
(including the CEO). The Company's performance for purposes of
these bonuses was measured by an increase in net income of $20.9
million, 33% higher than 1993, improvement in the nonperforming
assets ratio to 1.03% from 3.49%, growth in franchise to 22
parishes from 13 and in deposit market share to 14% (proforma)
from 10%. Total awards for Executive management include an award
of $405,000 for Mr. Hansel. This compares to total awards to the
13 members of Executive management in 1993 of $926,250 (including
a $303,750 award to Mr. Hansel). The basis for Mr. Hansel's
bonus is described in more detail below.
The Company maintains a variety of other cash incentive
plans applicable to employees at all levels of the organization
whose performance has a measurable impact on Company or unit
performance. These plans are specific to particular business
units and reward sales and service efforts, with a significant
proportion devoted to retail sales, trust and brokerage
referrals.
Long-Term Incentives
The Long-Term Incentive Plan which was approved by
shareholders in 1992 allows the Committee to employ a variety of
forms of incentives to accomplish its objectives. In 1994, the
Committee made grants of stock options as well as three awards of
restricted stock. Long-term incentive grants are designed to
complete the competitive compensation package. Since cash
compensation opportunities for the Company's Executive and Senior
management are intentionally lower than market norms, long-term
incentive grants larger than market average enable the Company to
provide competitive total remuneration if the Company's long-term
performance is positive. Because the long-term incentives are
stock-based, they will only provide significant additional
compensation if the market price of the Company's stock increases
over time (in the case of stock options and restricted stock
awards) or the Company meets or exceeds certain specified
performance objectives (in the case of Performance Shares).
In 1994, the Committee awarded stock options covering an
aggregate of 991,709 shares to 304 employees, of which options
covering 320,000 shares (approximately 32% of the total) were to
Executive management (excluding Mr. Hansel, whose 1994 option
grant was made pursuant to the terms of his employment
agreement). The Committee generally does not consider prior
grants of stock options in determining the amount of current
grants and did not consider prior grants in making the 1994
option grants.
All stock options granted in 1994 included an exercise price
equal to the fair market value on the date of grant and provide
for vesting at the rate of 50% after two years and an additional
25% at the end of the third and fourth years after grant. The
vesting schedule provides additional incentive to management to
remain with the Company long-term and actively participate in its
progress.
The Company made three grants of restricted stock under the
Plan in 1994. Each of the three awards covered 1,000 shares, and
each recipient was a member of Senior management who, in addition
to his or her ordinary responsibilities, coordinated one or more
of the mergers completed in 1994. The restricted stock awards
provide the recipient with the right to vote the shares and to
receive dividends, but the shares may not be sold or transferred
while the individual remains employed by the Company or the Bank,
except to exercise stock options.
The Performance Share Awards that were granted in 1993 were
paid out in 1995 based upon earnings as of the end of the 1994
fiscal year. The Plan provided for awards based on weighted
performance in net income and credit quality. A total
opportunity of 381,000 shares was available to 53 employees in
the plan. The payout, based on performance, was 97.4%, or
371,094 shares.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Mr. Hansel is compensated pursuant to the terms of an
employment contract that was negotiated in 1992 on behalf of the
Company by the Chairman of the Search Committee and approved by
this Committee and the Executive Committee. The Company was
advised in these matters by a nationally recognized executive
compensation consulting firm which was engaged solely for the
purpose of assisting the Board in structuring the CEO's
compensation package.
The terms of the contract are consistent with the principles
of the Company's overall compensation strategy and included:
An annual salary of $450,000 (which was frozen at Mr.
Hansel's request through 1993 and 1994) which is equal to
the median of the 1992 salaries provided to the CEOs of the
peer group described above. As competitive salary levels
increased, Mr. Hansel's salary became positioned below
market. The Committee approved an increase in salary,
effective April 1, 1995, to $500,000, based on improvements
in Company performance as described earlier and to position
Mr. Hansel's salary closer to the current market.
A 1994 bonus of $405,000 produced 1994 total annual cash
compensation of $855,000, a level about equal to the median
of the peer group. Each year beginning in 1994, Mr. Hansel
is eligible to receive an annual bonus of up to 90% of the
midpoint of his salary range.
Long-term incentive awards were the cornerstone of the
potential reward under the contract. Mr. Hansel received an
initial option to purchase 400,000 shares in 1992, a second
option for 642,666 shares (determined according to a formula
contained in the contract) in 1993 on the first anniversary
of his employment and a third and final grant under the
contract in 1994 of 656,026 shares. Each of these options
was granted at the fair market value of the Company's common
stock on the date of grant. The Committee approved a 1995
grant of 125,000 option shares to Mr. Hansel.
In connection with adjustments to Mr. Hansel's compensation,
the Committee considered the Company's return to profitability
(net income of $84.7 million, an increase of 33% from 1993),
improvement in nonperforming assets (down 54%), strengthening of
the balance sheet, and completion of various strategic
initiatives including six franchise-strengthening mergers. Mr.
Hansel also earned 48,860 shares through the 1993-1994
Performance Share Awards as a result of the Company's achievement
of the improved operating results on which those awards depended
which were paid out in 1995.
In October, 1994 the Committee approved change of control
employment contracts for 52 members of Executive and Senior
management. The contracts, which were described in the Report of
the Committee included in the Proxy Statement relating to the
Company's 1994 Annual Meeting, provide for employment at then-
current salaries for either one or two years after a change of
control. The term of the contract depends upon the position held
(generally, more senior positions involve two-year contracts),
and each officer who is a party to such a contract may leave the
Company after one-half of the term has expired and nevertheless
be entitled to payment of the remaining term of the contract.
The Committee believes that these contracts will help to protect
Senior officers in the event of a change of control of the
Company and preserve the value of the franchise during any
transition in ownership by encouraging management to remain with
the Company through that transition.
Submitted by the Executive Compensation Committee of the
Company's Board of Directors.
March 6, 1995
James H. Stone, Chairman
J. Terrell Brown
Brooke H. Duncan
Robert L. Goodwin
Dick H. Hearin
Elton R. King
Virginia E. Weinmann
E. L. Williamson
Stock Performance Graph
The following performance graph compares the performance of
the Company's Common Stock to the S & P 500 Index and to a peer
group of 32 regional bank holding companies with assets of
between $4.5 billion and $9.5 billion for the Company's last five
fiscal years. The graph assumes that the value of the investment
in the Company's Common Stock and each index was $100 at December
31, 1989 and that all dividends were reinvested. The bank
holding companies included in the peer group are AmSouth
Bancorporation; Bank South Corporation; Baybanks, Inc.; BB&T
Financial Corporation; Compass Bancshares, Inc. (formerly
Central Bancshares of the South); Central Fidelity Banks, Inc.;
City National Corporation; Commerce Bancshares, Inc.; Compass
Bancshares, Inc.; Cullen/Frost Bankers, Inc.; Deposit Guaranty
Corporation; Fifth Third Bancorp; First Alabama Bancshares,
Inc.; First American Corporation (Tennessee); First Citizens
Bancshares (North Carolina); First Commerce Corporation; First
Empire State Corporation; First Hawaiian, Inc.; First Security
Corporation (Utah); First Tennessee National Corporation; Fourth
Financial Corporation; Integra Financial Corporation; Marshall &
Ilsley Corporation; Mercantile Bancorporation; Mercantile
Bankshares Corporation; Old Kent Financial Corporation; Premier
Bancorp; Riggs National Corporation (Washington D.C.); Star Banc
Corp.; Union Planters Corporation; UMB Financial Corp. (formerly
United Missouri Bancshares); and West One Bancorp.
This peer group is the same group that was used for the
stock performance graph that appeared in the Company's 1994 proxy
statement.
[Add 5-year Performance Graph]
Company/Index 1990 1991 1992 1993 1994
Hibernia 32.29 13.67 32.69 43.29 44.29
S&P 500 Index 96.89 126.42 136.05 149.76 151.74
Peer Group 79.80 137.66 187.92 193.64 190.31
The graph below shows the performance of the Company as
compared to the peer group and the S&P 500 for the three years
beginning in 1992. Management of the Company believes that this
comparison is more reflective of the Company's performance than
the five-year comparison shown above due to the extraordinary
events that affected the Company during 1990 and 1991, as well as
the change in management and corporate strategy that occurred in
1992.
[add 3-year performance graph]
Company/Index 1992 1993 1994
Hibernia 32.69 43.29 44.29
S&P 500 Index 136.05 149.76 151.74
Peer Group 187.92 193.64 190.31
Transactions with Related Parties
The Bank leases certain properties in which Sidney W.
Lassen, a director of the Company, holds an interest. During
1994, the Bank paid a total of $191,271 in rental payments on
these properties. Mr. Lassen holds a 25% interest in leased
property located at 2201 Veterans Memorial Boulevard, Metairie,
Louisiana and a 100% interest in leased property located at 6305
Airline Highway, Kenner, Louisiana. In the opinion of management
of the Bank, the terms and conditions of those leases are usual,
customary and no less favorable to the Bank than would be
available from unaffiliated parties. During the first quarter of
1995, the Company was negotiating an agreement to purchase the
property located at 2201 Veterans Memorial Boulevard from Mr.
Lassen for the fair market value of that property ($2 million).
As of the date of this Proxy Statement, this agreement has not
been finalized.
Indebtedness of Related Parties
Directors and executive officers of the Company, members of
their immediate families and companies with which they or members
of their immediate families are associated were customers of, and
had other transactions with, the Bank in the ordinary course of
business during 1994. All loans and commitments included in
those transactions were made on substantially the same terms,
including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons and did
not involve more than normal risk of collectibility or present
other unfavorable features.
Compliance with Section 16(a) of the Securities Exchange Act of
1934
During 1994, a Form 4 reflecting a purchase of stock by
Scott P. Howard, an executive officer of the Company, was not
timely filed with the Securities and Exchange Commission.
Vote Required and Recommendation
A plurality of the votes cast at the Annual Meeting is
required for the election of Directors so that the eight
individuals receiving the most votes will be elected as
directors.
The Board of Directors recommends a vote "FOR" election of
the nominees listed above.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Shareholders of the Company are being asked to ratify the
Company's appointment of Ernst & Young LLP as its independent
auditors for 1995, as described below.
The firm of Ernst & Young LLP, certified public accountants,
was the Company's independent auditors for the year 1994. The
Board of Directors has, subject to ratification by shareholders,
appointed Ernst & Young LLP as independent auditors for the
Company for the year 1995. Although the appointment of
independent auditors is not required to be approved by
shareholders, the Board of Directors believes it appropriate to
submit this selection for ratification by shareholders. The
Board of Directors, however, reserves the right to change
independent auditors at any time notwithstanding shareholder
approval. Representatives of Ernst & Young LLP will be present
at the Annual Meeting, will have the opportunity to make a
statement if they desire to do so and will be available to
respond to appropriate questions.
Vote Required and Recommendation
An affirmative vote by the holders of a majority of the
shares of Common Stock voted at the Annual Meeting is required
for the ratification of the appointment of independent auditors.
The Board of Directors recommends a vote "FOR" ratification of
the appointment of Ernst & Young LLP as independent auditors.
SOLICITATION OF PROXIES
The enclosed proxy is being solicited by the Board of
Directors of the Company. The cost of soliciting proxies in the
form enclosed will be borne by the Company. Directors, officers
and employees of the Company may, but without compensation other
than their regular compensation, solicit proxies by telephone,
telegraph or personal interview. In addition, the Company has
retained Kissel-Blake Inc. to assist in the solicitation of
proxies. The fee of Kissel-Blake is estimated not to exceed
$8,500 plus reasonable out-of-pocket costs and expenses. It is
anticipated that banks, brokerage houses and other institutions,
nominees or fiduciaries will be requested to forward proxy
materials to beneficial owners and to obtain authorization for
the execution of proxies, and the Company may, upon request,
reimburse them for their related expenses.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals to be considered at the
1996 Annual Meeting of Shareholders if they do so in accordance
with applicable regulations of the Securities and Exchange
Commission. Any shareholder proposals must be submitted to the
Secretary of the Company no later than September 21, 1995 in
order to be considered for inclusion in the Company's 1996 proxy
materials.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of
Directors does not know of any matters to be presented at the
Annual Meeting other than those described above. However, if
other matters are properly brought before the meeting or any
adjournment thereof, it is the intention that the persons named
in the enclosed proxy vote the shares represented by them in
accordance with their best judgment pursuant to discretionary
authority granted in the proxy.
ANNUAL REPORT
The Annual Report to Shareholders containing financial
statements for the Company's 1994 fiscal year has been mailed to
shareholders prior to or with this Proxy Statement. However, the
Annual Report does not form any part of the material for the
solicitation of proxies.
Upon written request by a shareholder, the Company will
provide a copy of the Company's Form 10-K Annual Report for 1994,
including the Annual Report of Shareholders, as filed with the
Securities and Exchange Commission. Requests for copies should
be addressed to Secretary, Hibernia Corporation, P. O. Box 61540,
New Orleans, Louisiana 70161.
By Order of the Board of Directors
/s/ PATRICIA C. MERINGER
Patricia C. Meringer
Secretary
New Orleans, Louisiana
March 17, 1995
EXHIBIT A
DESCRIPTION OF STOCK PERFORMANCE GRAPH
The accompanying proxy statement includes a five-year stock
performance graph that depicts the performance of Hibernia
Corporation's common stock over a five-year period commencing in
1990 and ending in 1994 and compares that performance to the
performance of the Standard & Poor's 500 Composite Index and a
peer group of bank holding companies over the same period. The
identities of the peer group of bank holding companies are
included in the accompanying proxy statement. The graph shows
the years from 1990 through 1994 on the vertical axis and the
cumulative returns for each of Hibernia Corporation, the S&P 500
Composite Index and the peer group companies on the horizontal
axis.
The following table shows the returns for each year shown on
the horizontal axis of the graph for each of Hibernia, the S&P
500 Index and the peer group:
Company/Index 1990 1991 1992 1993 1994
Hibernia 32.29 13.67 32.69 43.29 44.29
S&P 500 Index 96.89 126.42 136.05 149.76 151.74
Peer Group 79.80 137.66 187.92 193.64 190.31
The proxy also includes a three-year stock performance
graph, showing the same comparisons for the years 1992, 1993 and
1994. The table above includes the returns for each year shown
on the horizontal axis for Hibernia, the S&P 500 Index and the
peer group. The information and format for the three-year graph
are identical to the information and format for the five-year
graph, with the exception of the length of time covered.
