July 1, 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
g:\docshare\8-k\JUL1.doc
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) July 1, 1997
_____________
June 27, 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 June 27, 1997, the Registrant announced that it had
signed a definitive merger agreement with Northwest
Bancshares of Louisiana, Inc. ("Northwest"), a Louisiana bank
holding company headquartered in Mansfield, Louisiana. The
merger is subject to certain regulatory and other approvals,
including approval by the shareholders of Northwest.
EXHIBIT INDEX
Exhibit Page
Number Description
Number
28.33 News Release issued by the Registrant
on June 27, 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: July 1, 1997 By: /s/ PATRICIA C. MERINGER
_____________________________
Patricia C. Meringer
Corporate Counsel and
Secretary
Page 2
EXHIBIT 28.33
NEWS RELEASE HIBERNIA
For Additional Information: For Release:
MEDIA INQUIRIES: IMMEDIATE
Jim Lestelle -- Manager, June 27, 1997
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 NORTHWEST BANCSHARES OF LOUISIANA
NEW ORLEANS -- Hibernia Corporation today announced it
has signed a definitive agreement to merge with $105-million-
asset Northwest Bancshares of Louisiana, Inc., a transaction
that would allow Hibernia to expand its coverage of
northwest Louisiana.
Northwest Bancshares operates First National Bank in
Mansfield, which has five offices; two in Mansfield, its
headquarters, and one each in Grand Cane, Logansport and
Stonewall.
First National Bank in Mansfield, founded in 1920, has
a 53% deposit market share, the largest in DeSoto Parish and
more than one and a half times the share of its next-largest
competitor.
"To build strong market share, you have to serve
customers well and be responsive to their needs," said
Stephen A. Hansel, Hibernia president and CEO. "That's
exactly what First National Bank in Mansfield has done, and
it's what Hibernia is working hard to accomplish throughout
Louisiana and in nearby Texas markets."
DeSoto Parish is enjoying many of the benefits of the
expanding Shreveport/Bossier City region, where Hibernia
already has a strong presence. First National Bank in
Mansfield has been a leader in providing residential
mortgages for families and individuals moving to the area
and is the only local lender that originates and services
home loans long-term. Hibernia is the No. 1 residential
mortgage originator in Louisiana.
Page 3
Exhibit 28.33
Page 2
"Hibernia understands northwest Louisiana," said Bob
Flurry, chairman of Hibernia's northern region. He joined
Hibernia when Pioneer Bank, which he had served as
president, merged with Hibernia in 1994. "Joining the
Hibernia and First National Bank franchises will bring to
the area expanded products and services delivered by local
people who understand their customers," he said.
John Garmany, president of Northwest Bancshares,
pointed out that Hibernia is committed to serving all the
financial-services needs of consumers and businesses. "It's
only natural for the No. 1 bank in DeSoto Parish to form a
partnership with Louisiana's leading statewide bank," he
said. "Hibernia has gained national attention for its
services to small businesses and for speeding mortgage
applications through the approval process, and I know that
customers of First National Bank in Mansfield will
appreciate the variety of products Hibernia offers and the
resources it brings to our market."
Garmany will serve as Hibernia's DeSoto Parish
president following completion of the merger.
Depending on the price of Hibernia stock, shareholders
of Northwest Bancshares would receive Hibernia stock valued
at approximately $21.3 million in a tax-free pooling of
interests.
The merger, which is subject to approvals by regulators
and by shareholders of Northwest Bancshares of Louisiana,
should be completed by year-end. The name of the bank will
be changed to Hibernia in early 1998 when its computer
system is converted to Hibernia's.
Customers of First National Bank in Mansfield should
continue using their checks, making loan payments and
conducting other transactions as usual.
Following completion of this merger and others with
$136-million-asset Executive Bancshares, Inc., in northeast
Texas and $117-million-asset Unicorp Bancshares-Texas in
southeast Texas, Hibernia would be a $9.7-billion-asset
organization with 210 banking locations in 30 Louisiana
parishes and five Texas counties. it would be either first,
second or third in deposit share in 25 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, product-and-
service information and other useful data can be accessed
through the company's internet site at
http://www.hiberniabank.com.
Page 4
