October 28, 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
<PAGE>
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) October 27, 1997
----------------
October 24, 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) 533-5333
Page 1
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Item 5. Other Events.
On October 24, 1997, the Registrant announced that it had signed a
definitive merger agreement with Firstshares of Texas, Inc. ("Firstshares"), a
Texas bank holding company headquartered in Marshall, Texas. The merger is
subject to certain regulatory and other approvals, including approval by the
shareholders of Firstshares.
EXHIBIT INDEX
Exhibit Page
Number Description Number
28.36 News Release issued by the Registrant
on October 24, 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: October 27, 1997 By: /s/ PATRICIA C. MERINGER
Patricia C. Meringer
Corporate Counsel and
Secretary
Page 2
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EXHIBIT 28.36
NEWS RELEASE
from Hibernia Corporation/Hibernia National Bank
For immediate release October 24, 1997
MEDIA INQUIRIES:
Jim Lestelle -- Manager,
Corporate Communications
Office: (504) 533-5482;
Home: (504) 488-8826
INVESTOR INQUIRIES:
Trisha Voltz -- Manager,
Investor Relations
Office: (504) 533-2180
Home: (504) 837-8287
HIBERNIA SIGNS MERGER AGREEMENT WITH FIRSTSHARES OF TEXAS
TO EXPAND COVERAGE TO FOUR MORE TEXAS COUNTIES
NEW ORLEANS -- Hibernia Corporation today announced it has signed a
definitive agreement to merge with $292-million-asset Firstshares of Texas,
Inc., a transaction that would allow Hibernia to expand its coverage to four
more northeast Texas counties.
Firstshares of Texas operates First National Bank, which has five
offices: one each in Marshall, its headquarters, in Harrison County;
Jacksonville, Cherokee County; Longview, Gregg County; Tyler, Smith County; and
Texarkana, Bowie County. Hibernia already serves customers from nine banking
locations in Texarkana and the surrounding area -- one of First National Bank's
markets -- as a result of its merger last year with Texarkana National Bank.
First National Bank, founded in 1876, has the largest deposit market
share in Harrison County, almost 27%. The merger would significantly strengthen
Hibernia's coverage of northeast Texas, which is contiguous to the
Shreveport/Bossier City region of northwest Louisiana where Hibernia already has
a strong presence.
"The communities served by First National Bank are similar in many ways
to markets we already understand and serve well in northeast Texas and
throughout Louisiana," said Stephen A. Hansel, Hibernia president and CEO. "Most
companies in the region are small businesses, one of the fastest-growing
segments of the economy. That's why Hibernia's nationally acclaimed
small-business banking area continues to develop innovative products and
services, like the ability to accept loan applications over the Internet and
no-financials-required small-business loans."
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Exhibit 28.36
Page 2
Hibernia National Bank of Texas Chairman James R. Murphy praised First
National Bank management and employees for their long-standing commitment to
customer service. "Hibernia has that same dedication. We look forward to helping
FNB customers achieve their financial goals and realize their dreams," said
Murphy, who also is a director of Hibernia Corporation, the bank's parent
company. He joined Hibernia with the 1996 Texarkana National Bank merger.
"In addition to commercial and small-business banking, Hibernia leads in
making banking more convenient for consumers," said George E. Grobowsky,
chairman and CEO of Firstshares of Texas and First National Bank. "Hibernia
features extended weekday hours, Saturday banking, state-of-the- art automated
teller machines that also dispense postage stamps, and easy access in banking
offices to experienced bankers in mortgage lending, investment products,
brokerage services and other areas.
"First National Bank customers will appreciate Hibernia's focus on
service and the ability of local management to make decisions affecting their
markets. The bank also takes its corporate citizenship responsibilities very
seriously."
Following completion of the merger, Grobowsky will serve as Hibernia's
East Central Texas chairman, and Joseph Wood, president and COO of First
National Bank, will serve as president.
Shareholders of Firstshares of Texas would receive 7.15 shares of
Hibernia common stock for each share of Firstshares in a tax-free pooling of
interests valued at approximately $66.4 million based on the October 23, 1997,
closing price of Hibernia's common stock.
The merger, which is subject to approvals by regulators and by
shareholders of Firstshares of Texas, should be completed by the end of the
first quarter of 1998. The name of the bank will be changed to Hibernia National
Bank of Texas in mid-1998.
Customers should continue using their First National Bank checks, making
loan payments and conducting other transactions as usual.
Following completion of this merger and others with $117-million-asset
Unicorp Bancshares-Texas in southeast Texas, $105-million-asset Northwest
Bancshares of Louisiana and $760-million-asset ArgentBank in southeast
Louisiana, Hibernia would be an $11.4-billion-asset organization with 234
banking locations in 31 Louisiana parishes and nine Texas counties. It would be
either first, second or third in deposit share in 25 Louisiana parishes and four
Texas counties. Hibernia's Louisiana markets represent approximately 80% of the
state's population and deposits. Its statewide Louisiana deposit market share
would be 20%, and its loan share would be 22%.
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Exhibit 28.36
Page 3
The Company's common stock (HIB) is listed on the New York Stock
Exchange. Hibernia news releases, product-and-service information and other
useful data can be accessed through the company's internet site at
http://www.hiberniabank.com.
Page 5
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Exhibit 28.36
Page 4
HIBERNIA'S MERGER ACTIVITY
PENDING MERGERS: 4
<TABLE>
<CAPTION>
NAME LOCATION ASSETS OFFICES
(date merger expected to be completed) (millions) ADDED
<S> <C> <C> <C>
Firstshares of Texas, Inc. (first quarter of 1998) Northeast Texas $292 5
ArgentBank (year-end 1997) Southeast Louisiana. $760 22
First National Bank in Mansfield (year-end 1997) Northwest Louisiana $105 5
OrangeBank (fourth quarter 1997) Southeast Texas $117 3
COMPLETED MERGERS: 17
NAME LOCATION ASSETS OFFICES
(date merger was completed) (millions) ADDED
First National Bank of Paris (8/31/97) Northeast Texas $136 3
Collin County National Bank (8/31/97)
Texarkana National Bank (12/31/96) Northeast Texas $406 9
St. Bernard Bank and Trust (10/1/96) Suburban New Orleans $260 11
Calcasieu Marine National Bank (8/26/96) Southwest Louisiana $774 21
Bunkie Bank & Trust Company (1/15/96) Central Louisiana $109 3
First National Bank of Lake Providence (1/1/96) Northeast Louisiana $ 51 2
Bank of St. John (7/1/95) River Parishes $124 4
(Southeast Louisiana)
Progressive Bank and Trust (7/1/95) Houma/Thibodaux $142 6
(Southeast Louisiana)
State Bank and Trust Company (5/1/95) River Parishes $ 92 4
(Southeast Louisiana)
American Bank (3/1/95) River Parishes $ 89 5
(Southeast Louisiana)
First State Bank and Trust Company (12/31/94) Washington Parish $146 7
Pioneer Bank and Trust Co. (12/31/94) Northwest Louisiana $351 8
First National Bank of Jefferson Parish (8/1/94) Suburban New Orleans $372 9
Southern National Bank at Tallulah (8/1/94) Northeast Louisiana $ 59 1
First National Bank of West Monroe (8/1/94) Northeast Louisiana $157 6
Bastrop National Bank (7/1/94) Northeast Louisiana $117 4
First Commercial Bank (7/1/94) Acadiana $165 8
(Southcentral Louisiana)
TOTAL ASSETS AND OFFICES ADDED SINCE MID -1994 $4,824 146
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</TABLE>
