As Filed with the Securities and Exchange Commission on November
12, 1996
REGISTRATION NO. 333-14583
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________________________
AMENDMENT NO. 1
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 other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
No.)
incorporation or Classification
organization) Code Number)
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
Senior Vice President and Corporate Counsel
Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130
(504) 533-5560
(Name, address, including zip code, and telephone number, includ
ing area code of agent for service)
COPIES TO:
William T. Luedke IV
Bracewell & Patterson, L.L.P.
South Tower Pennzoil Place
711 Louisiana Street
Suite 2900
Houston, Texas 77002-2781
(713) 223-2900
____________________________
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. ______
/_____/
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
Proxy Statement-Prospectus
2. Inside Front and Outside Back Table of Contents;
Cover Pages of Proxy Statement- Available Information
Prospectus
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 No Conflicts; therefore
N/A
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 Concerning
Texarkana Financial
Statements of
Texarkana National
Bancshares, Inc.
18. Information if Proxies, Introduction; Summary;
Consents or Authorizations Meeting Information;
are to be Solicited Proposed Merger; Certain
Information Concerning
Texarkana Relationship
with Independent
Auditors
19. Information if Proxies, Not Applicable
Consents, or Authorizations are
not to be Solicited, or in an
Exchange Offer
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
Texarkana National Bancshares, Inc.
December __, 1996
NOTICE IS HEREBY GIVEN that, pursuant to the call of the
Board of Directors of Texarkana National Bancshares, Inc.
("Texarkana"), a Special Meeting of the shareholders of Texarkana
will be held at the main office of Texarkana National Bancshares,
Inc., 2318 Richmond Road, Texarkana, Texas 75501-5644 on December
__, 1996 at _____ _.m., for the purpose of considering and voting
upon the following matters:
1. A proposal to approve a merger (the "Merger") of
Texarkana with and into Hibernia Corporation
("Hibernia") and the related Agreement and Plan of
Merger between Texarkana and Hibernia dated as of June
26, 1996 (the "Agreement"), a copy of which is attached
as Appendix A to the accompanying Proxy Statement-
Prospectus and incorporated herein by this reference.
2. The transaction of such other business as may
properly come before the Special Meeting and any
adjournments or postponements thereof.
The Board of Directors has fixed the close of business on
October 30, 1996 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 $10.00 per share, of
Texarkana (the "Texarkana 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 issued and outstanding Texarkana Common
Stock, in person or by proxy, at the Special Meeting.
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 Texarkana prior to the date of the Special Meeting,
by attending the Special Meeting and or by executing and
delivering a later dated proxy to the Secretary prior to the
Special Meeting.
By Order of the Board of Directors,
Martha Wisdom
Secretary
Texarkana National Bancshares, Inc.
PROXY
This Proxy is Solicited on Behalf of
The Board of Directors of Texarkana National Bancshares, Inc.
The undersigned shareholder of Texarkana National
Bancshares,
Inc. ("Texarkana"), a Texas corporation, hereby constitutes and
appoints James R. Murphy and ___________________, or either of
them, proxies with full power of substitution to vote and act for
the undersigned, as designated below, with respect to the number
of shares of common stock, $10.00 par value, of Texarkana the
undersigned would be entitled to vote if personally present at
the Special Meeting of Shareholders of Texarkana, which will be
held at the office of Texarkana National Bancshares, Inc., 2318
Richmond Road, Texarkana, Texas 75501-5644 on December __, 1996
at _____ _.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 Special 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 TEXARKANA, OR, IN THE EVENT A MATTER IS PROPERLY
BROUGHT BEFORE THE SPECIAL MEETING AS TO WHICH THE BOARD OF
DIRECTORS HAS MADE NO RECOMMENDATION, THE PROXIES WILL VOTE THE
SHARES IN THEIR DISCRETION.
The Board of Directors of Texarkana recommends that you vote
FOR approval of the Merger of Texarkana with and into Hibernia
Corporation.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
IN THE ENCLOSED POSTAGE PAID ENVELOPE
PLEASE MARK YOUR CHOICE LIKE
THIS ___ IN BLUE OR BLACK INK
/___/
____________________
Common Stock
Item 1 Approval of Merger of Texarkana with and into Hibernia
Corporation and the related Agreement and Plan of
Merger between Texarkana and Hibernia Corporation dated
as of June 26, 1996
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
TEXARKANA NATIONAL BANCSHARES, INC.
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER __, 1996
PROSPECTUS
HIBERNIA CORPORATION
6,720,842 SHARES OF
CLASS A COMMON STOCK
(NO PAR VALUE)
This Proxy Statement-Prospectus is being furnished to the
holders of common stock, par value $10.00 per share (the
"Texarkana Common Stock"), of Texarkana National Bancshares,
Inc., a Texas corporation ("Texarkana"), in connection with the
solicitation of proxies by the Board of Directors of Texarkana
for use at a special meeting of shareholders (the "Special
Meeting") to be held at _____ _.m., local time, on December __,
1996, at the office of Texarkana, 2318 Richmond Road, Texarkana,
Texas 75501-5644, and at any adjournments or postponements
thereof.
At the Special Meeting, the holders of record of Texarkana
Common Stock as of the close of business on October 30, 1996 (the
"Record Date") will consider and vote upon a proposal to approve
the merger (the "Merger") of Texarkana with and into Hibernia
Corporation ("Hibernia"), and the related Agreement and Plan of
Merger dated June 26, 1996 (the "Agreement") between Texarkana
and Hibernia. Upon consummation of the Merger, each outstanding
share of Texarkana 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 the number of shares
of Hibernia's Class A Common Stock, no par value (the "Hibernia
Common Stock"), determined in the manner described below under
the heading "PROPOSED MERGER -- Terms of the Merger," 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 shares of Hibernia
Common Stock to be issued pursuant to the Agreement if the Merger
is consummated. The actual number of shares of Hibernia Common
Stock to be issued will be determined in accordance with the
terms of the Agreement. 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 November 1, 1996 was $11.125 per
share.
This Proxy Statement-Prospectus and the accompanying proxy
card are first being mailed to shareholders of Texarkana on or
about November 13, 1996.
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 Texarkana. 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 November 13, 1996.
TABLE OF CONTENTS
Page
INTRODUCTION . . . . . . . . . . . . . . . . . . . . .
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . .
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . .
THE PARTIES TO THE MERGER. . . . . . . . . . . . . . .
Hibernia. . . . . . . . . . . . . . . . . . . . .
Texarkana. . . . . . . . . . . . . . . . . . . .
Pro Forma Selected Financial Information
(Unaudited). . . . . . . . . . . . . . . .
Comparative Per Share Information (Unaudited). .
SUMMARY. . . . . . . . . . . . . . . . . . . . . . . .
The Proposed Merger. . . . . . . . . . . . . . .
Management and Operations After the Merger. . . .
Recommendation of the Board of Directors. . . . . .
Basis for the Terms of the Merger. . . . . . . . .
Advice and Opinion of Financial Advisor. . . . . .
Votes Required. . . . . . . . . . . . . . . . .
Conditions; Abandonment; Amendment. . . . . . . .
Interests of Certain Persons in the Merger. . . . .
Employee Benefits. . . . . . . . . . . . . . . .
Material Tax Consequences. . . . . . . . . . . . .
Dissenters' Rights. . . . . . . . . . . . . . . . .
Differences in Shareholders' Rights. . . . . . . .
Accounting Treatment. . . . . . . . . . . . . . . .
MEETING INFORMATION. . . . . . . . . . . . . . . . . .
Solicitation and Revocation of Proxies . . . . .
Vote Required. . . . . . . . . . . . . . . . . . .
Recommendation. . . . . . . . . . . . . . . . . . .
PROPOSED MERGER. . . . . . . . . . . . . . . . . . . .
Background of and Reasons for Merger. . . . . . .
Terms of the Merger . . . . . . . . . . . . . . .
Opinion of Financial Advisor . . . . . . . . . .
Surrender and Exchange of Stock Certificates . .
Employee Benefits. . . . . . . . . . . . . . . .
Expenses. . . . . . . . . . . . . . . . . . . . .
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 . .
Interests of Certain Persons in the Merger
Material Tax Consequences . . . . . . . . . . . .
Resale of Hibernia Common Stock . . . . . . . . .
Rights of Dissenting Shareholders . . . . . . . .
Dividend Reinvestment Plan. . . . . . . . . . . .
Accounting Treatment. . . . . . . . . . . . . . .
CERTAIN REGULATORY CONSIDERATIONS . . . . . . . . . .
PRO FORMA FINANCIAL INFORMATION. . . . . . . . . . . .
CERTAIN INFORMATION CONCERNING TEXARKANA. . . . . . . .
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OF TEXARKANA
(DECEMBER 31). . . . . . . . . . . . . . . . . . . . .
Texarkana Quarterly Financial Statements
(Unaudited) for the period ended June 30, 1996. .
Management's Discussion and Analysis of Financial
Condition and Results of Operation (June 30). . .
RELATIONSHIP WITH INDEPENDENT AUDITORS . . . . . . . .
VALIDITY OF SHARES . . . . . . . . . . . . . . . . . .
EXPERTS . . . . . . . . . . . . . . . . . . . . . . .
TEXARKANA CONSOLIDATED FINANCIAL INFORMATION . . . .
APPENDIX A -- AGREEMENT AND PLAN OF MERGER
APPENDIX B -- OPINION OF ALEX. BROWN & SONS INCORPORATED
APPENDIX C -- SELECTED PROVISIONS OF TEXAS LAW RELATING
TO RIGHTS OF DISSENTING SHAREHOLDERS
APPENDIX D -- OPINION OF ERNST & YOUNG LLP REGARDING
CERTAIN TAX MATTERS
INTRODUCTION
This Registration Statement relates to 6,720,842 shares of
Class A Common Stock, no par value of Hibernia which will be
issued in connection with the merger of Texarkana 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, $10.00 par value, of
Texarkana (the "Texarkana Common Stock").
Shareholders of Texarkana will be asked to approve the
Merger at a Special Meeting to be held on December __, 1996. 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 Texarkana is attached hereto as
Appendix A for reference.
AVAILABLE INFORMATION
Hibernia is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other
information can be inspected 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 7 World Trade Center, Suite 1300, New York,
New York 10007 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. 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. The
Commission maintains a Web Site that contains reports, proxy and
information statements and other information and the address of
that site is http://www.sec.gov. 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 Hibernia 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
Hibernia 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 Proxy Statement-Prospectus
concerning the provisions of certain documents are not
necessarily complete and, in each instance, reference is made to
the copy of the document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by
such reference. Copies of all or any part of the Registration
Statement, including exhibits thereto, may be obtained, upon
payment of the prescribed fees, at the offices of the Commission
and the NYSE, as set forth above.
All information contained in this Proxy Statement-Prospectus
relating to Hibernia and its subsidiaries has been supplied by
Hibernia, and all information relating to Texarkana and its
subsidiaries has been supplied by Texarkana.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated by reference in this Proxy Statement-Prospectus
are the following documents filed by Hibernia with the Commission
pursuant to the Exchange Act: Hibernia's (1) Annual Report on
Form 10-K for the year ended December 31, 1995, (2) definitive
Proxy Statement dated March 14, 1996 relating to its 1996 Annual
Meeting of Shareholders held on April 23, 1996 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, 1996
and June 30, 1996, and (4) Current Reports on Form 8-K dated July
8, 1996, August 29, 1996 and September 18, 1996.
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 Proxy Statement-Prospectus
and prior to the termination of the offering of Hibernia Common
Stock made hereby shall be deemed to be incorporated by reference
in this Proxy Statement-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 the statement set forth herein. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Proxy Statement-
Prospectus.
Hibernia will provide, without charge, to each person to
whom this Proxy Statement-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 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, 1996, Hibernia had total consolidated assets of
approximately $7.5 billion and shareholders' equity of
approximately $744 million. As of June 30, 1996, Hibernia was
ranked, on the basis of total assets, as the second largest bank
holding company headquartered in Louisiana.
As of June 30, 1996 Hibernia had a single banking
subsidiary, Hibernia National Bank ("HNB"), that provides retail
and commercial banking services through approximately 157 banking
offices throughout Louisiana. As of June 30, 1996, HNB was the
largest bank headquartered in Louisiana.
Hibernia consummated two mergers in the first quarter of
1996, both of which were accounted for as poolings of interests.
On August 26, 1996, Hibernia acquired CM Bank Holding Company,
Inc. and its subsidiary bank, Calcasieu Marine National Bank
headquartered in Lake Charles, Louisiana. The stock of CM Bank
Holding Company was exchanged for cash in an aggregate amount
equal to $201.7 million. Pro forma consolidated financial
statements of Hibernia reflecting the impact of this merger were
included in a Current Report on Form 8-K filed with the
Commission on August 29, 1996 and are incorporated herein by
reference.
On October 1, 1996, Hibernia acquired St. Bernard Bank &
Trust Co., headquartered in Arabi, Louisiana, in a transaction
accounted for as a purchase in which the stock of St. Bernard was
exchanged for an aggregate amount equal to $46 million.
On a pro forma basis to reflect the impact of these mergers,
Hibernia's total assets and shareholders' equity as of June 30,
1996 were $8.8 billion and $782 million, respectively.
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 25, 1996, the day prior to the announcement
of the proposed Merger was $10.875. There can be no assurance of
the market price of Hibernia Common Stock on the Closing Date.
