March 4, 1998
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.
Brian Rotolo
Carl J. Chaney
<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) March 4, 1998
-----------------
February 10, 1998
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
<PAGE>
Item 5. Other Events.
On February 10, 1998, Hibernia Corporation announced that it had signed
a definitive agreement to merge with $228-million-asset Peoples Holding Corp., a
transaction that would allow Hibernia to expand its coverage of Northwest
Louisiana. The merger, which is subject to approvals by regulators and
shareholders of Peoples Holding Corp., should be completed during the third
quarter.
EXHIBIT INDEX
Exhibit Page
Number Description Number
28.38 News Release issued by the Registrant
on February 10, 1998 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: March 4, 1998 By: /s/ PATRICIA C. MERINGER
Patricia C. Meringer
Corporate Counsel and
Secretary
Page 2
<PAGE>
EXHIBIT 28.38
Page 1
N E W S R E L E A S E
MEDIA INQUIRIES:
Jim Lestelle -- Manager, Corporate Communications IMMEDIATE
Office: (504) 533-5482; Home: (504) 488-8826 February 10, 1998
INVESTOR INQUIRIES:
Trisha Voltz -- Manager, Investor Relations
Office: (504) 533-2180; Home: (504) 837-8287
HIBERNIA SIGNS MERGER AGREEMENT WITH PEOPLES HOLDING
CORP.
TO EXPAND COVERAGE OF NORTHWEST LOUISIANA
NEW ORLEANS, LA. -- Hibernia Corporation today announced it has signed a
definitive agreement to merge with $228-million-asset Peoples Holding Corp., a
transaction that would allow Hibernia to expand its coverage of Northwest
Louisiana.
Peoples Holding Corp. operates Peoples Bank & Trust Co., headquartered
in Minden. Peoples Bank & Trust has nine offices: three in Minden and one
each in Sibley and Cotton Valley, all in Webster Parish; two in Haynesville
and one in Homer in Claiborne Parish; and one in Plain Dealing in Bossier
Parish.
Peoples Bank & Trust has the largest deposit market share in Claiborne
Parish and the second-largest in Webster Parish, markets in which Hibernia
currently does not operate. The merger would increase Hibernia's already-strong
No. 2 market share in Bossier Parish.
"Customers are loyal to Peoples because of their bank's dedication to
service," said Stephen A. Hansel, Hibernia president and CEO. "Employees and
management have built a strong institution that knows Northwest Louisiana well
and is an asset to every community. Hibernia intends to build on that legacy."
Bob Flurry, chairman of Hibernia's Northern Region, indicated that
Hibernia's commercial banking expertise "will help the bank serve the timber,
oil-and-gas and manufacturing sectors that drive the region's economy."
Hibernia's nationally recognized small-business banking operation can help make
start-up and mature businesses more successful, and its longer hours and
enhanced banking convenience will demonstrate to consumers that it is committed
to being the bank where service matters.
Page 3
<PAGE>
EXHIBIT 28.38
Page 2
Ralph Williams, president and CEO of Peoples Holding Corp., said the
proposed merger is in the best interests of customers, shareholders and
employees.
"Customers will appreciate the resources of a $12.4 billion company;
products and services we do not have, such as investments, brokerage services
and insurance; and the convenience of a banking network unmatched by Hibernia's
competitors. Becoming shareholders of Hibernia, which is listed on the New York
Stock Exchange, will allow Peoples shareholders to increase the liquidity of
their investment and participate in the strong financial-services equity market.
"And for our employees, the merger can open up personal and
professional opportunities that have not been possible."
As an indication of Hibernia's focus on providing true hometown banking,
Williams will serve as Hibernia's Webster and Claiborne president following
completion of the merger. "And the same Peoples Bank & Trust employees who have
served customers well for years will continue to provide outstanding service as
Hibernia employees," he said.
Shareholders of Peoples will receive Hibernia common stock valued at
$185 for each share of Peoples common stock they hold, with a minimum of 9.5
shares and a maximum of 10.5 shares of Hibernia stock to be exchanged for each
share of Peoples. Based on the February 9, 1998, closing price of Hibernia
stock, the transaction is valued at approximately $73 million.
The merger, which is subject to approvals by regulators and shareholders
of Peoples Holding Corp., should be completed during the third quarter. The name
of the bank will be changed to Hibernia in the fourth quarter of this year when
its computer system is converted to Hibernia's.
Customers of Peoples Bank & Trust should continue using their checks,
making loan payments and conducting other transactions as usual.
Following the completion of this merger and another with Firstshares of
Texas, Inc., in Northeast Texas, Hibernia would be a $12.4-billion-asset
organization with 240 banking locations in 33 Louisiana parishes and nine Texas
counties. It would be either first, second or third in deposit market share in
29 Louisiana parishes and four Texas counties. Hibernia's Louisiana markets
represent approximately 80% of the state's population and 85% of its deposits.
Its statewide Louisiana deposit and loan market shares would be approximately
21% and 23%, respectively.
Page 4
<PAGE>
EXHIBIT 28.38
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
<PAGE>
Exhibit 28.36
Page 4
<TABLE>
<CAPTION>
HIBERNIA'S MERGER ACTIVITY
23 announced or completed transactions
Pending: 2
<S> <C> <C> <C>
NAME LOCATION ASSETS # OFFICES
(expected completion date)
Peoples Holding Corp. (3Q 1998)) Northwest Louisiana $228 9
Firstshares of Texas, Inc. (2Q 1998) Northeast Texas $284 5
</TABLE>
<TABLE>
<CAPTION>
Completed: 21
<S> <C> <C> <C>
NAME LOCATION ASSETS *# OFFICES*
(date merger was completed)
ArgentBank (2/1/98) Southcentral Louisiana. $805 18
First National Bank in Mansfield (1/1/98) Northwest Louisiana $101 5
OrangeBank (11/7/97) Southeast Texas $118 3
First National Bank of Paris (8/31/97) Northeast Texas $136 4
Collin County National Bank (8/31/97)
Texarkana National Bank (12/31/96) Northeast Texas $430 10
St. Bernard Bank and Trust (10/1/96) Suburban New Orleans $244 11
Calcasieu Marine National Bank (8/26/96) Southwest Louisiana $759 21
Bunkie Bank & Trust Company (1/15/96) Central Louisiana $106 5
First National Bank of Lake Providence (1/1/96) Northeast Louisiana $ 55 2
Bank of St. John (7/1/95) Southeast Louisiana $116 4
Progressive Bank and Trust (7/1/95) Southcentral Louisiana $151 6
State Bank and Trust Company (5/1/95) Southeast Louisiana $ 96 4
American Bank (3/1/95) Southeast Louisiana $ 89 5
First State Bank and Trust Company (12/31/94) Northshore New Orleans $150 9
Pioneer Bank and Trust Co. (12/31/94) Northwest Louisiana $357 9
First National Bank of Jefferson Parish (8/1/94) Suburban New Orleans $373 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) Southcentral Louisiana $166 8
TOTAL ADDED SINCE MID-1994 $5,097 158
</TABLE>
Page 6
<PAGE>
Exhibit 28.36
Page 5
LOUISIANA:
added through mergers
Assets: $4.1 billion
Offices: 136
Parishes: 21
TEXAS:
added through mergers
Assets: $1.0 billion
Offices: 22
Counties: 9
*At merger. # Dollars in millions.
Page 7
