May 13, 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 13, 1997
_____________
May 12, 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 12, 1997, the Registrant announced that it
had agreed to a merger with Executive, which is headquartered
in Paris, Texas. The merger is subject to certain regulatory
and other approvals, including approval by the
shareholders of Executive.
EXHIBIT INDEX
Exhibit Page
Number Description Number
28.31 News Release issued by the Registrant
on May 12, 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 13, 1997 By: /s/ PATRICIA C. MERINGER
Patricia C. Meringer
Corporate Counsel and
Secretary
Page 2
EXHIBIT 28.31
NEWS RELEASE HIBERNIA
MEDIA INQUIRIES: IMMEDIATE
Jim Lestelle -- Manager, May 12, 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 TO ENTER TWO MORE TEXAS MARKETS;
MERGER AGREEMENT ANNOUNCED WITH EXECUTIVE BANCSHARES,INC.
NEW ORLEANS -- Hibernia Corporation today announced it
has signed a definitive agreement to merge with $136-million-
asset Executive Bancshares, Inc., a two-bank holding company
headquartered in Paris, Texas.
Executive Bancshares, Inc., operates First National
Bank of Paris and Collin County National Bank. First
National Bank, with two offices in Paris, Texas, has a 15%
deposit market share, the third largest, in Lamar County.
Collin County National Bank has one office in McKinney,
Texas, one of the fastest-growing cities in the United
States.
The transaction would increase Hibernia's Texas assets
to $541 million and locations to 13 and would give Hibernia
a presence in Collin and Lamar counties for the first time.
Hibernia currently operates in Bowie and Cass counties, also
in northeast Texas.
"The success of these two banks is rooted in excellent
local management and a commitment to outstanding service,"
said Stephen A. Hansel, Hibernia president and CEO. "We
will preserve that tradition as we match Hibernia's full
range of innovative financial products and services with the
needs of customers in this important region."
Lamar County, located aqpproximately 70 miles west of
Texarkana, boasts a large and well-diversified concentration
of industrial companies and a thriving medical community.
It also is a center of manufacturing, farming and other
retail businesses in an 11-county area of northeast Texas
and southeast Oklahoma. Collin County, north of Dallas, is
noted for its dramatic growth in both commercial and
residential development. The population of McKinney has
grown by almost half since 1990.
Page 3
Exhibit 28.31
Page 2
"Customers in the Texarkana area have responded well to
Hibernia, and this merger will put us in a stronger position
to meet the financial needs of customers in an even larger
corridor in northeast Texas," said Bob Flurry, chairman of
Hibernia's Northern Region, which includes Texarkana and
Shreveport/Bossier City in northwest Louisiana. "We look
forward to working with the talented management and
employees of these two banks."
Depending upon the price of Hibernia stock,
shareholders of Executive Bancshares would receive either
cash or Hibernia stock valued at $16.8 million. The
transaction will be a tax-free pooling of interests if
Hibernia stock is exchanged. Hibernia also would pay off
portions of the company's outstanding debt.
The merger is subject to approval by regulators and
Executive Bancshares shareholders and should be completed by
the end of the third quarter. The merged banks would become
part of Hibernia National Bank of Texas when their computer
systems are converted to Hibernia's by year-end 1997.
"Hibernia has lived up to its slogan -- 'Where Service
Matters' -- by giving customers longer banking hours,
Saturday banking and quick responses on consumer and small-
business loan requests and a wider range of products," said
William D. Vaughan, president and CEO of Executive
Bancshares. "Our customers will benefit from Hibernia's
innovation, excellent products and consultative approach to
service."
Hibernia also is committed to supporting the
communities where its customers and employees live and work.
"In 1997, we'll contribute almost $3.2 million to hundreds
of deserving organizations in Louisiana and Texas," Flurry
said.
Customers of First National Bank of Texas and Collin
County National Bank should continue using their checks,
making loan payments and conducting other transactions as
usual.
Following completion of the merger, Hibernia would be a
$9.5-billion asset organization with 202 banking locations
in 29 Louisiana parishes and four Texas counties. It would
be either first, second or third in deposit share in 24
Louisiana parishes and first in one Texas county.
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.
Page 4
Exhibit 28.31
Page 3
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 5
