HIBERNIA CORP
8-K, 2000-04-20
NATIONAL COMMERCIAL BANKS
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April 20, 2000

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/mch
Enclosure

cc: John Kiesel


<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) April 20, 2000
                                                ________________
                                                  April 5, 2000



                              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>


Item 5.   Other Events.

        On April 5, 2000,  Hibernia  Corporation's board of directors authorized
the company to begin a buyback of up to 7.5 million common  shares over the next
12 months.  The press release announcing the purchase is attached to this Report
as an Exhibit.


                                 EXHIBIT INDEX

Exhibit                                                          Page
Number               Description                                 Number

99.5                 News Release issued by the Registrant
                     on April 5, 2000                               1


                                   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:  April 18,2000                           By:  /s/Patricia C. Meringer
                                                    Patricia C. Meringer
                                                    Corporate Counsel and
                                                    Secretary


<PAGE>


EXHIBIT 99.5

                             N E W S R E L E A S E

For IMMEDIATE Release April 5, 2000
MEDIA INQUIRIES:                                 INVESTOR INQUIRIES:
Jim Lestelle - Senior Vice President             Trisha Voltz--Vice President
and Manager, Corporate Communications            and Manager, Investor Relations
Office: (504) 533-5482;                          Office:   (504)   533-2180;
Home: (504) 488-8826                             Home:   (504) 738-9852
E-mail: [email protected]                   E-mail: [email protected]


                  Hibernia Announces 7.5-Million-Share Buyback

          Concurs with First-Quarter StreetEstimate of $0.31, up 72%;
                Net Income Expected To Be A Record $50.1 million

        NEW ORLEANS - Hibernia  Corporation's board of directors  has authorized
the company to begin a buyback of up to 7.5 million  common shares over the next
12 months, the company announced  today. The action  was taken after considering
the value of reinvesting in  the company in light of the currently  under-valued
banking sector.

        At the same time, the company  provided first-quarter earnings guidance,
saying it  expects to report record  net income  of $50.1 million.  Earnings per
common share are expected to  total $0.31, up 72% from  the year-ago quarter, or
$0.33 per common share on a cash  basis.  Cash-basis net income per common share
excludes amortization of purchase accounting intangibles.

         "A capital  management strategy centered on a buyback  makes good sense
at this time," said Stephen A. Hansel, Hibernia's president and chief  executive
officer.  The result of completing  the program at current stock prices would be
to lower the company's leverage  ratio to a range of 7.60% to 7.75%.  This range
would  continue  to  be  well above the 7.21%  recent  average for bank  holding
companies larger than $10 billion. The 7.5-million-share buyback would represent
4.7% of current shares outstanding, if completed.

        In its  earnings guidance, the  company  noted  $0.31  per common  share
for  the first quarter  is in line with  investment analysts' projections and is
72% higher than the $0.18 per common share  reported in the year-ago quarter and
3% higher than fourth-quarter 1999. A complete first-quarter earnings release is
scheduled for Thursday, April 13.

        For the first quarter,  Hibernia  expects to report a provision for loan
loss  expense of $16.3 million, exceeding  net charge-offs  by $5.2  million and
resulting in a 1.42% ratio of reserves to loans.

        "We also expect to see modestly better coverage and non-performing-asset
ratios tha  at year-end," Hansel  said. After  completing the  purchase of three
offices from Compass  Bank  in Central Texas, Hibernia would be a $15.8-billion-
asset  organization  with  253  offices  in 33  Louisiana  parishes and 15 Texas
counties. It is the leading bank in Louisiana with 22.3% statewide market  share
and is  either first, second or  third in 31 Louisiana  parishes and seven Texas
counties. Eighty  percent of Louisiana's  population and 84% of its deposits are
in Hibernia markets. The company's common  stock (HIB) is listed on the New York
Stock Exchange.


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