As Filed with the Securities and Exchange Commission on
September 15, 1997
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________________________
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, including
area code of agent for service)
COPIES TO:
Mark A. Fullmer, Esq. Brian R. Marek, Esq.
Locke Purnell Rain Harrell Jenkens & Gilchrist, P.C.
Pan American Life Center Suite 3200
601 Poydras Street, Suite 2400 1445 Ross Avenue
New Orleans, Louisiana 70130-6036 Dallas, Texas 75202-2799
(504) 558-5148 (214) 855-4500
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. ______
/______/
CALCULATION OF REGISTRATION FEE
__________________________________________________________________
Title of each Amount to be Proposed Proposed Amount of
class of registered maximum maximum registration
securities to offering aggregate fee (1)
be registered price per offering
share (1) price (1)
__________________________________________________________________
Class A
Common Stock,
no par value 2,233,389 $5.94 $13,266,331 $4,146
shares
_________________________________________________________________
(1) Based upon the book value of the securities to be
received by the registrant or cancelled in the exchange or
transaction as of June 30, 1997 of $13,266,331 pursuant to
Rule 457(f)(2) of the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT WILL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL
THE REGISTRATION STATEMENT WILL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
HIBERNIA CORPORATION
Cross Reference Sheet Pursuant to Rule 404 of Regulation C
Item of Form S-4 Location or Caption
in Proxy Statement
(Prospectus)
1. Forepart of Registration Statement Outside Front
and Outside Front Cover Page of Cover Page
Proxy Statement-Prospectus
2. Inside Front and Outside Back Table of Contents;
Cover Pages of Proxy Statement- Available Information;
Prospectus Incorporation by
Reference
3. Risk Factors, Ratio of Earnings Introduction; The
to Fixed Charges and Other Parties to the Merger;
Information Summary; Proposed Merger;
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
9. Disclosure of Commission Position Not Applicable
on Indemnification for Securities
Act Liabilities
10. Information with Respect to Introduction; Available
S-3 Registrants Information;
Incorporation of
Certain Documents by
Reference; The Parties to
the Merger
11. Incorporation of Certain Available Information;
Information by Reference Incorporation of Certain
Documents 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-3 or S-2 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-3 or the Merger; Certain
S-2 Companies Information Concerning
Unicorp ; Management's
Discussion and Analysis
of Financial Condition
and Results of Operations
of Unicorp
18. Information if Proxies, Outside Front Cover Page;
Consents or Authorizations Introduction;
are to be Solicited The Parties to the
Merger; Summary; Meeting
Information; Proposed
Merger; Certain
Information Concerning
Unicorp; 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
UNICORP BANCSHARES-TEXAS, INC.
________ __, 1997
NOTICE IS HEREBY GIVEN that, pursuant to the call of
the Board of Directors of Unicorp Bancshares-Texas, Inc.
("Unicorp"), a Special Meeting of the shareholders of
Unicorp will be held at the main office of Unicorp
Bancshares-Texas, Inc., (which is also the main office of
OrangeBank), 302 N. 5th Street, Orange, Texas 77630-5707 on
________ __, 1997 at _____ _.m., for the purpose of
considering and voting upon the following matters:
1. A proposal to approve (a) the Amended and
Restated Agreement and Plan of Merger, effective
as of May 28, 1997 (the "Agreement") between
Unicorp and Hibernia Corporation ("Hibernia")
pursuant to which (i) Unicorp will be merged (the
"Merger") into Hibernia (which will survive the
Merger), and (ii) each outstanding share of common
stock, $1.00 per share par value, of Unicorp
("Unicorp Common Stock") will be converted into
1.6 shares of common stock, no par value, of
Hibernia (as described more fully in the
accompanying Proxy Statement - Prospectus) and (b)
the Merger.
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 _______ __, 1997 as the record date for determining the
shareholders entitled to receive notice of, and to vote at,
the Special Meeting.
Each share of Unicorp 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 shares of Unicorp Common Stock, in person or by
proxy, at the Special Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
HOLDERS OF UNICORP COMMON STOCK VOTE "FOR" THE APPROVAL OF
THE AGREEMENT AND THE MERGER.
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 Unicorp prior to the date of the
Special Meeting, by attending the Special Meeting or by
executing and delivering a later dated proxy to the
Secretary prior to the Special Meeting.
By Order of the Board of Directors,
Shirley Hall
Secretary
PROXY STATEMENT
UNICORP BANCSHARES-TEXAS, INC.
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON ________ __, 1997
PROSPECTUS
HIBERNIA CORPORATION
2,233,389 SHARES OF
CLASS A COMMON STOCK
(NO PAR VALUE)
This Proxy Statement-Prospectus is being furnished to
the holders of common stock, par value $1.00 per share (the
"Unicorp Common Stock"), of Unicorp Bancshares-Texas, Inc.,
a Texas corporation ("Unicorp"), in connection with the
solicitation of proxies by the Board of Directors of Unicorp
for use at a special meeting of shareholders (the "Special
Meeting") to be held at _____ _.m., local time, on ________
__, 1997, at the office of Unicorp (which is the main office
of OrangeBank), 302 N. 5th Street, Orange, Texas 77630-5707,
and at any adjournments or postponements thereof.
At the Special Meeting, the holders of record of
Unicorp Common Stock as of the close of business on _______
__, 1997 (the "Record Date") will consider and vote upon a
proposal to approve (a) the Amended and Restated Agreement
and Plan of Merger effective as of May 28, 1997 (the
"Agreement") between Unicorp and Hibernia Corporation
("Hibernia") pursuant to which (i) Unicorp will be merged
(the "Merger") into Hibernia and Hibernia will be the
corporation surviving the Merger and (ii) each outstanding
share of Unicorp Common Stock, except for shares of Unicorp
Common Stock owned by Hibernia or its subsidiaries and
shares as to which dissenters' rights have been exercised
and perfected under Texas law, will be converted into 1.6
shares of common stock, no par value, of Hibernia ("Hibernia
Common Stock"), and (b) the Merger. Cash will be paid to
holders of Unicorp Common Stock in lieu of issuing
fractional shares. 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. 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 last reported sale price of Hibernia Common Stock on the
NYSE Composite Transactions Reporting System on September
__, 1997 was $______ per share.
This Proxy Statement-Prospectus and the accompanying
proxy card are first being mailed to shareholders of Unicorp
on or about September __, 1997.
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 Unicorp.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
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 September __,
1997.
TABLE OF CONTENTS
Page
INTRODUCTION...............................................
AVAILABLE INFORMATION......................................
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............
THE PARTIES TO THE MERGER..................................
Hibernia..............................................
Unicorp...............................................
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..................................
Other Pending Merger Transactions for Hibernia........
MEETING INFORMATION........................................
Solicitation and Revocation of Proxies................
Vote Required.........................................
Recommendation........................................
PROPOSED MERGER............................................
General...............................................
Background of and Reasons for the Merger..............
Terms of the Merger...................................
Opinion of Financial Advisor..........................
Effective Date of the Merger..........................
Employee Benefits.....................................
Surrender and Exchange of Stock Certificates..........
Expenses..............................................
Representations and Warranties;
Conditions to the Merger; Waiver....................
Regulatory and Other Approvals........................
Business Pending the Merger...........................
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 UNICORP....................
OWNERSHIP OF MANAGEMENT...................................
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OF UNICORP
December 31, 1996 and 1995...............................
Unicorp Quarterly Financial Statements
(Unaudited) for the period ended March 31, 1997....
Management's Discussion and Analysis of Financial
Condition and Results of Operation
March 31, 1997 and 1996............................
RELATIONSHIP WITH INDEPENDENT AUDITORS....................
VALIDITY OF SHARES........................................
EXPERTS...................................................
UNICORP CONSOLIDATED FINANCIAL INFORMATION................
APPENDIX A -- AGREEMENT AND PLAN OF MERGER
APPENDIX B -- OPINION OF FIRST CAPITAL GROUP, L.L.C.
APPENDIX C -- SELECTED PROVISIONS OF THE TEXAS BUSINESS
CORPORATION ACT RELATING TO RIGHTS OF
DISSENTING SHAREHOLDERS
APPENDIX D -- OPINION OF ERNST & YOUNG LLP REGARDING CERTAIN
TAX MATTERS
INTRODUCTION
If the shareholders of Unicorp approve the Agreement
and the Merger, Unicorp will be merged into Hibernia, and
Hibernia will be the corporation surviving the Merger. If
the Merger is completed, shareholders of Unicorp (except for
shareholders who exercise and perfect their dissenters'
rights under Texas law) will receive 1.6 shares of Hibernia
Common Stock for each share of Unicorp Common Stock they own
at the time the Merger is effective. Shareholders of
Unicorp will be paid cash in lieu of any fractional shares
of Hibernia Common Stock to which they may otherwise be
entitled. See "PROPOSED MERGER -- Terms of the Merger."
This Registration Statement relates to 2,233,389 shares of
Hibernia Common Stock, which is the maximum number of shares
of Hibernia Common Stock that Hibernia will issue to the
shareholders of Unicorp in connection with the Merger.
Shareholders of Unicorp will be asked to approve the
Agreement and the Merger at a Special Meeting to be held on
________ __, 1997. 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 (see "Proposed Merger"), and a copy of
the Agreement 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
Unicorp and its subsidiaries has been supplied by Unicorp.
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, 1996, (2) definitive Proxy Statement dated
March 19, 1997 relating to its 1997 Annual Meeting of
Shareholders held on April 29, 1997 except for the
information contained therein under the headings "Executive
Compensation -- Report of the Executive Compensation
Committee" and "Executive Compensation -- 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 and June 30,
1997, (4) the Description of Capital Stock included in its
Current Report on Form 8-K dated November 2, 1994, and (5)
Current Reports on Form 8-K dated July 1 and July 28, 1997.
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 will 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 "Executive Compensation -- Stock
Performance Graph" are hereby expressly excluded from such
incorporation by reference. No statement made herein will
be deemed to modify or supersede any statement contained in
a document incorporated or deemed to be incorporated by
reference. Any statement so modified or superseded will 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,
including any beneficial owner, to whom this Proxy Statement-
Prospectus is delivered, at 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.
To ensure timely delivery, any request should be made before
__________, 1997.
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, 1997, Hibernia had total consolidated assets
of approximately $9.7 billion and shareholders' equity of
approximately $970 million. As of June 30, 1997, Hibernia
was ranked, on the basis of total assets, as the second
largest bank holding company headquartered in Louisiana.
As of June 30, 1997, Hibernia had two banking
subsidiaries, Hibernia National Bank ("HNB"), that provides
retail and commercial banking services through approximately
202 banking offices throughout Louisiana, and Hibernia
National Bank of Texas ("HNBT"), that provides retail and
commercial banking services through approximately 10 banking
offices in two Texas counties. As of June 30, 1997, HNB was
the largest bank headquartered in Louisiana.
From time to time, Hibernia investigates and holds
discussions and negotiations in connection with possible
mergers or similar transactions with other financial
institutions. At the date hereof, Hibernia has entered into
three definitive merger agreements with financial
institutions other than Unicorp. See "Summary -- Other
Pending Merger Transactions for Hibernia". Hibernia expects
to pursue other possible acquisition opportunities and
intends to continue to pursue such opportunities in the near
future when available and feasible in the light of
Hibernia's business and strategic plans. Although it is
anticipated that such transactions may be entered into both
before and after the Merger, there can be no assurance as to
when or if, or the terms upon which, such transactions may
be pursued or consummated. If required under applicable
law, any such transactions would be subject to regulatory
approval and the approval of shareholders of the acquired
institution.
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 is made to the Hibernia reports
incorporated herein by reference. See "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE."
Selected Financial Data. The closing market price per share
of Hibernia Common Stock on the NYSE on May 27, 1997, the
business day prior to the announcement of the proposed
Merger was $13.00. There can be no assurance of the market
price of Hibernia Common Stock on the Closing Date.
