May 29, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N. W.
Washington, D. C. 20549
Re: Hibernia Corporation
Current Report on Form 8-K
Commission File No. 1-10294
Dear Sirs:
Pursuant to rules and regulations adopted under the
Securities Exchange Act of 1934, as amended (the "Act"),
transmitted hereby for filing, on behalf of Hibernia
Corporation (the "Company"), is a Current Report on Form 8-K.
Pursuant to Section 13(a) of the Act, by copy hereof
we are filing with the New York Stock Exchange, the national
securities exchange on which the Common Stock of the Company is listed
and traded, two complete copies, including exhibits.
Pursuant to General Instruction E to Form 8-K, one such complete copy
being filed with the Exchange has been manually signed on behalf
of the Company.
Please call the undersigned at (504) 533-2486 if you
have any questions concerning this filing.
Very truly yours,
/s/ PATRICIA C. MERINGER
Patricia C. Meringer
Corporate Counsel and
Secretary
PCM/gbp
Enclosure
cc: Joseph Lomnicky
Ron E. Samford, Jr.
Stephen D. M. Schuetz
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 29, 1997
_____________
May 28, 1997
Hibernia Corporation
(Exact name of issuer as specified in its charter)
Louisiana 1-10294 72-0724532
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
organization)
313 Carondelet Street, New Orleans, Louisiana 70130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (504) 533-2486
Page 1
Item 5. Other Events.
On May 28, 1997, the Registrant announced that it
had agreed to a merger with Unicorp Bancshares-Texas
("Unicorp"), a Texas bank holding company headquartered in
Orange, Texas. The merger is subject to certain
regulatory and other approvals, including approval by
the shareholders of Unicorp.
EXHIBIT INDEX
Exhibit Page
Number Description Number
28.32 News Release issued by the Registrant
on May 28, 1997 3
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
HIBERNIA CORPORATION
(Registrant)
Date: May 29, 1997 By: /s/ PATRICIA C. MERINGER
Patricia C. Meringer
Corporate Counsel and
Secretary
Page 2
EXHIBIT 28.32
NEWS RELEASE HIBERNIA
For Additional Information: For Release:
MEDIA INQUIRIES: IMMEDIATE
Jim Lestelle -- Manager, May 28, 1997
Corporate Communications
Office: (504) 533-5482;
Home: (504) 488-8826
Dana Combes -- Manager,
Investor and Government Relations
Office: (504) 533-2180
Home: (504) 895-8480
HIBERNIA SIGNS MERGER AGREEMENT
WITH UNICORP BANCSHARES-TEXAS TO ENTER ORANGE MARKET
NEW ORLEANS -- Hibernia Corporation today announced it
has signed a definitive agreement to merge with $117-million-
asset Unicorp Bancshares-Texas, Inc., a move that would
allow Hibernia to expand into southeast Texas.
Headquartered in Orange, Unicorp Bancshares-Texas
operates OrangeBank, which at 18% has the third-largest
deposit market share in Orange County. The bank serves
customers from three offices: two in Orange and one in
Vidor. Both cities are located along the Interstate 10
corridor west of the four-parish Lake Charles, La., region
in which Hibernia has a leading 32% deposit market share.
Orange is 10 miles from Hibernia's nearest office, in
Vinton, La., and about 30 miles from Lake Charles. Vidor is
20 miles west of Orange.
During approximately a century of service to southeast
Texas, OrangeBank has focused primarily on small-business
lending and banking services.
"Hibernia's nationally recognized small-business
banking area will build on OrangeBank's traditional
strength," said Stephen A. Hansel, Hibernia president and
CEO. "By combining OrangeBank's dedicated local management
and strong knowledge of southeast Texas with Hibernia's
extensive product and service mix, we'll be able to serve
Orange County customers well."
Hansel also pointed to Hibernia's emphasis on enhancing
consumer banking convenience and service as an example of
how Hibernia will work to serve all the financial services
needs of customers in this expanding market.
Page 3
Exhibit 28.32
Page 2
"OrangeBank has always focused on providing excellent
customer service," said Carlos Vacek, president and CEO of
Unicorp Bancshares-Texas. "As Hibernia, we'll work hard to
do even better and exceed the expectations of our
customers."
Vacek will serve as Hibernia's Orange County president
following completion of the merger.
Depending upon the price of Hibernia stock,
shareholders of Unicorp Bancshares-Texas would receive
Hibernia stock valued at approximately $27.6 million in a
tax-free pooling of interests. Hibernia also would assume
the company's currently outstanding debt.
The merger is subject to approvals by regulators and
shareholders of Unicorp Bancshares-Texas and should be
completed during the fourth quarter. The name of the bank
will be changed to Hibernia National Bank of Texas by year-
end when its computer system is converted to Hibernia's.
"A partnership between Hibernia and OrangeBank is in
the best interest of all of our stakeholders," Vacek said.
"For customers, it provides the resources of an almost $9.6-
billion-asset company and good products and services, many
of which we don't have, such as technology-driven products.
Our employees will have expanded professional opportunities.
For the community, the merger means increased access to
funding that can help our area grow and management that
understands our customer's needs."
Customers of OrangeBank should continue using their
checks, making loan payments and conducting other
transactions as usual.
Following completion of this merger and another pending
with $136-million-asset Executive Bancshares, Inc., a two-
bank holding company headquartered in Paris in northeast
Texas, Hibernia would be a $9.6-billion-asset organization
with 205 banking locations in 29 Louisiana parishes and five
Texas counties. It would be either first, second or third
in deposit share in 24 Louisiana parishes and three Texas
counties. Hibernia's Louisiana markets represent
approximately 80% of the state's population and deposits.
Its statewide Louisiana deposit market share was 18% and its
loan share was 19% at December 31, 1996, the latest data
available.
The company's common stock (HIB) is listed on the New
York Stock Exchange. Hibernia news releases and product-and-
service information about the company can be accessed
through the company's internet site at
http://www.hiberniabank.com.
Page 4
