As Filed with the Securities and Exchange Commission on July
11, 1997
REGISTRATION NO. 333-29197
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________________________
AMENDMENT NO. 1 TO
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, includ
ing area code of agent for service)
COPIES TO:
Mark A. Fullmer, Esq. Richard E. Brophy, Jr., Esq.
Locke Purnell Rain Harrell Naman, Howell, Smith & Lee, P.C.
Pan American Life Center 9th & Washington
601 Poydras Street, Suite 2400 700 Texas Center
New Orleans, Louisiana 70130-6036 Waco, Texas 76701
(504) 558-5148 (817) 755-4100
____________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES
TO THE PUBLIC:
As soon as practicable after this registration statement is
declared effective.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL 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 Item 501(b) of Regulation S-K
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
Executive; Management's
Discussion and Analysis
of Financial Condition
and Results of Operations
of Executive
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
Executive;
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
EXECUTIVE BANCSHARES, INC.
AUGUST 21, 1997
NOTICE IS HEREBY GIVEN that, pursuant to the call of the
Board of Directors of Executive Bancshares, Inc. ("Executive"), a
Special Meeting of the shareholders of Executive will be held at
the main office of Executive Bancshares, Inc., 2800 Lamar Street,
Paris, Texas 75460 on August 21, 1997 at 9:00 a.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 12,
1997 (the "Agreement") between Executive and Hibernia
Corporation ("Hibernia") pursuant to which (i)
Executive 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 Executive ("Executive Common Stock") will be
converted either into shares of common stock, no par
value, of Hibernia or the right to receive a cash
payment (in each instance 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
July 14, 1997 as the record date for determining the shareholders
entitled to receive notice of, and to vote at, the Special
Meeting.
Each share of Executive 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
Executive Common Stock, in person or by proxy, at the Special
Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT HOLDERS
OF EXECUTIVE 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 Executive 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,
Gordon Hogue
Secretary
PROXY STATEMENT
EXECUTIVE BANCSHARES, INC.
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 21, 1997
PROSPECTUS
HIBERNIA CORPORATION
1,516,100 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
"Executive Common Stock"), of Executive Bancshares, Inc., a Texas
corporation ("Executive"), in connection with the solicitation of
proxies by the Board of Directors of Executive for use at a
special meeting of shareholders (the "Special Meeting") to be
held at 9:00 a.m., local time, on August 21, 1997, at the office
of Executive, 2800 Lamar Street, Paris, Texas 75460, and at any
adjournments or postponements thereof.
At the Special Meeting, the holders of record of Executive
Common Stock as of the close of business on July 14, 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 12, 1997 (the "Agreement") between Executive
and Hibernia Corporation ("Hibernia") pursuant to which (i)
Executive will be merged (the "Merger") into Hibernia and
Hibernia will be the corporation surviving the Merger and (ii)
each outstanding share of Executive Common Stock, except for
shares of Executive 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 either
into shares of common stock, no par value, of Hibernia ("Hibernia
Common Stock") or the right to receive a cash payment and (b) the
Merger. Whether shares of Executive Common Stock will be
converted into shares of Hibernia Common Stock or the right to
receive a cash payment will be determined in the manner described
below under the heading "PROPOSED MERGER -- Terms of the Merger".
In the event shares of Executive Common Stock are converted into
shares of Hibernia Common Stock in connection with the Merger,
cash will be paid 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. The actual number of shares of Hibernia Common
Stock to be issued will be determined in accordance with the
terms of the Agreement. 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 reported
last sale price of Hibernia Common Stock on the NYSE Composite
Transactions Reporting System on July 15, 1997 was $______ per
share.
This Proxy Statement-Prospectus and the accompanying proxy
card are first being mailed to shareholders of Executive on or
about July 18, 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 Executive.
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 July 18, 1997.
TABLE OF CONTENTS
Page
INTRODUCTION
AVAILABLE INFORMATION.........................................
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............
THE PARTIES TO THE MERGER.....................................
Hibernia.................................................
Executive................................................
Pro Forma Combined 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 Merger.....................
Terms of the Merger......................................
Opinion of Financial Advisor.............................
Effective Date of the Merger.............................
Distribution of Merger Consideration After the Merger....
Employee Benefits........................................
Surrender and Exchange of Stock Certificates.............
Expenses.................................................
Representations and Warranties;
Conditions to the Merger; Waiver.......................
Business Pending the Merger..............................
Effective Date of the Merger; Termination................
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 EXECUTIVE......................
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OF EXECUTIVE
("date").....................................................
Executive Quarterly Financial Statements
(Unaudited) for the period ended March 31, 1997........
Management's Discussion and Analysis of Financial
Condition and Results of Operation ("date")............
RELATIONSHIP WITH INDEPENDENT AUDITORS........................
VALIDITY OF SHARES............................................
EXPERTS.......................................................
EXECUTIVE CONSOLIDATED FINANCIAL INFORMATION..................
APPENDIX A -- AMENDED AND RESTATED AGREEMENT AND PLAN OF
MERGER
APPENDIX B -- OPINION OF ALEX SHESHUNOFF & CO.
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 Executive approve the Agreement
and the Merger, Executive will be merged into Hibernia and
Hibernia will be the corporation surviving the Merger. The
consideration (the "Merger Consideration") to be paid by
Hibernia to the shareholders of Executive (except for
shareholders who exercise and perfect their dissenters'
rights under Texas law) upon consummation of the Merger
depends on the average of the closing price of one share of
Hibernia Common Stock for the ten business days preceding
the last trading day immediately prior to the date (referred
to herein as the "Closing Date") of the closing of the
transactions contemplated by the Agreement (the "Average
Market Price"). Shareholders of Executive are not entitled
to select the form of the Merger Consideration to be paid by
Hibernia. If the Average Market Price of Hibernia Common
Stock is $11.16 or greater, then Hibernia will pay the
Merger Consideration by exchanging shares of Hibernia Common
Stock for shares of Executive Common Stock in accordance
with the formula set forth in the Agreement and described
elsewhere in this Proxy Statement-Prospectus and making a
cash payment in lieu of issuing any fractional shares. See
"PROPOSED MERGER -- Terms of the Merger." If the Average
Market Price of Hibernia Common Stock is less than $11.16,
then Hibernia will pay the Merger Consideration by
delivering to shareholders of Executive a cash payment (the
"Cash Payment") determined in accordance with the formula
set forth in the Agreement and described elsewhere in this
Proxy Statement - Prospectus. See "PROPOSED MERGER -- Terms
of the Merger." This Registration Statement relates to
1,516,100 shares of Hibernia Common Stock, which is the
maximum number of shares of Hibernia Common Stock that
Hibernia will issue to the shareholders of Executive in
connection with the Merger if Hibernia pays the Merger
Consideration through issuance of shares of Hibernia Common
Stock.
Shareholders of Executive will be asked to approve the
Agreement and Merger at a Special Meeting to be held on
August 21, 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
Executive and its subsidiaries has been supplied by
Executive.
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 Report on Form 10-
Q for the fiscal quarter ended March 31, 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 May 12, May 29, and July 1, 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 supercede 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, on 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: Louisiana 70130, Attention: Assistant Secretary,
Telephone (504) 533-3411. To ensure timely delivery, any
request should be made before August 10, 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 March 31, 1997, Hibernia had total consolidated assets
of approximately $9.4 billion and shareholders' equity of
approximately $941 million. As of March 31, 1997, Hibernia
was ranked, on the basis of total assets, as the second
largest bank holding company headquartered in Louisiana.
As of March 31 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 March 31, 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
two definitive merger agreements with financial institutions
other than Executive. 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 9, 1997, the
business day prior to the announcement of the proposed
Merger, was $12.75. There can be no assurance of the market
price of Hibernia Common Stock on the Closing Date.
