NEW IBERIA BANCORP INC
10-Q, 1996-08-12
STATE COMMERCIAL BANKS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q


[X]   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the quarterly period ended June 30, 1996.

[ ]   Transition report pursuant to Section 13 or 15(d) of the Exchange Act of 
      1934

      For the transition period from            to            
                                     ----------    -----------

      Commission file number   0-13307    
                            ---------------

                          The New Iberia Bancorp, Inc.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

                    Louisiana                               72-0969631    
            -------------------------------            -------------------
            (State or other jurisdiction of              (I.R.S. Employer
             incorporation or organization)            Identification No.)

         800 South Lewis, New Iberia, Louisiana              70560    
        --------------------------------------------------------------
         (Address of principal executive offices)         (Zip Code)


       Registrant's telephone number, including area code  (318) 365-6761
                                                         --------------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                    Yes  X              No 
                        ---                ---

                     APPLICABLE ONLY TO ISSUERS INVOLVED IN
                       BANKRUPTCY PROCEEDINGS DURING THE
                             PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                    Yes                  No
                        ---                 ---

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                         2,000,000 shares common stock
<PAGE>   2
PART I  FINANCIAL INFORMATION

         Item 1 -         Financial Statements

                          (a)     Financial Highlights
                          (b)     Consolidated Comparative Balance Sheet
                          (c)     Consolidated Comparative Income Statement
                          (d)     Consolidated Statement of Changes in 
                                   Stockholder's Equity
                          (e)     Consolidated Statement of Cash Flow


         Item 2 -         Management's Discussion and Analysis of Financial
                          Condition and Results of Operations

                          (a)     Overview
                          (b)     Capital Resources
                          (c)     Results of Operations
                          (d)     Liquidity


PART II  OTHER INFORMATION

         Item 1 -         Legal Proceedings
         Item 4 -         Submission of Matters to a Vote of Security Holders
         Item 6 -         Exhibits and Reports on Form 8-K

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 thereunto duly authorized.


                                               THE NEW IBERIA BANCORP, INC.
                                               ----------------------------
                             
                             
DATE:__8/8/96____________              BY:     /s/ Ernest Freyou
                             
                                               Ernest Freyou
                                               President and Chief Executive 
                                               Officer
                             
                             
DATE:__8/8/96___________               BY:     /s/ Leonard J. Freyou
                             
                                               Leonard J. Freyou
                                               Senior Vice-President and Cashier

<PAGE>   3
                                   10-Q INDEX

                            

                            

<TABLE>
<S>      <C>                                                                                                         <C>

                                                        PART I
                                                        ------

                                                  FINANCIAL INFORMATION
                                                  ---------------------

Item 1   Financial Statements

                 Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                 Consolidated Comparative Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-4
                 Consolidated Comparative Income Statement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-6
                 Consolidated Statement of Changes in
                 Stockholder's Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
                 Consolidated Statement of Cash Flow  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-9


Item 2   Management's Discussion & Analysis of Financial
         Condition and Results of Operations

                 Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                 Capital Resources  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

                 Results of Operations:
                          Net Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                          Earning Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                          Investment Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11-12
                          Interest-Bearing Liabilities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                          Interest Expense  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                          Reserve and Provision for Possible Loan
                                  Losses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13-14
                          Other Income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                          Other Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                          Income Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                          Nonperforming Assets and Past Due Loans . . . . . . . . . . . . . . . . . . . . . . . . . 15-16

                 Liquidity and Interest Rate Sensitivity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16-17

                                                         PART II
                                                         -------

                                                    OTHER INFORMATION
                                                    -----------------

Item 1   Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
Item 4   Submission of Matters to a Vote of Security Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
Item 6   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
</TABLE>
<PAGE>   4
ITEM 1 (A)                    FINANCIAL HIGHLIGHTS
                      (ALL DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                
                                                             1996             1995                PERCENT      
                                                             ----             ----                CHANGE
                                                                                                  ------
<S>                                                         <C>              <C>                 <C>
FOR  6  MOS.     Net Income                                 $1,771           $1,261              40.44%

ENDED 6/30/96    Cash dividends declared                      $300             $300                 --

                 Average Common Shares
                 Outstanding (in thousands)                  2,000          1,991.8                .40%

- -------------------------------------------------------------------------------------------------------------


PER SHARE        Net Income                                   $.89             $.63              41.27%

FOR  6  MOS.     Cash dividends declared                      $.15             $.15                 --

ENDED 6/30/96    Shareholder's Equity
                 (Book Value)                               $12.14           $10.97              10.67%
                 Market Value                               $25.13             N/A                N/A


- -------------------------------------------------------------------------------------------------------------

FOR  3  MOS.     Net Income                                   $886             $655              35.27%

ENDED 6/30/96    Cash dividends declared                      $150*            $150**               --

                 Average Common Shares
                 Outstanding (in thousands)                  2,000          1,991.8                .40%

*Dividends for the quarter ended June 30, 1996 were declared on July 8, 1996; record date July 19, 1996;
payment date July 31, 1996
**Dividends for the quarter ended June 30, 1995 were declared on  June 12, 1995; record date June 23, 1995;
payment date July 1, 1995

PER SHARE        Net Income                                   $.44             $.33              33.33%

FOR  3 MOS.      Cash dividends declared                     $.075            $.075                 --
ENDED 6/30/96                                                                                

- -------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                                                                              
                                                            06/30/96         12/31/95         PERCENT       
                                                            --------         --------         CHANGE 
                                                                                              -------
                          <S>                               <C>              <C>              <C>
                          Total Assets                      $271,719         $263,868          2.98%
                          Total Earning Assets              $256,196         $245,374          4.41%
                          Total Loans Gross                 $163,739         $142,705         14.74%
                          Total Deposits                    $244,369         $237,626          2.84%
                          Total Shareholder's
                                  Equity                    $ 24,280         $ 23,639          2.71%
                          Total Trust Assets                $  2,578         $  2,439          5.70%

</TABLE>


                                       1
<PAGE>   5





REPRESENTATION OF MANAGEMENT:

All adjustments have been made that, in the opinion of Management, are
necessary to fairly present the financial results for the interim periods
presented.

Operating results for the six months ended June 30, 1996 are not necessarily
indicative of the results that may be expected for the year ended December 31,
1996.





                                       2
<PAGE>   6
ITEM I (B)- CONSOLIDATED COMPARATIVE BALANCE SHEET

<TABLE>
<CAPTION>
                            ASSETS                                       CURRENT QUARTER                      PREVIOUS YEAR
                                                                          AS OF 6/30/96                      AS OF 12/31/95
                                                                         ----------------                    --------------
<S>                                                          <C>             <C>               <C>             <C>
CASH AND DUE FROM BANKS                                      $10,136,254                       $13,338,408
FEDERAL FUNDS SOLD                                            $8,888,409                        $9,803,320
                                                             -----------                       -----------
     TOTAL CASH, DUE FROM BANKS, FEDERAL FUNDS SOLD                          $19,024,663                       $23,141,728

INVESTMENT SECURITIES:
1.  HELD TO MATURITY: Fair Value of $35,364,295 at 6/30/96 and
               $37,774,879 at 12/31/95, respectively
(A)  U.S. GOVERNMENT:
        MORTGAGE BACKED SECURITIES                           $12,145,265                       $13,616,067
(B)  OBLIGATIONS OF STATES & POLITICAL
     SUBDIVISIONS                                            $22,551,049                       $22,831,240
                                                             -----------                       -----------
     TOTAL INVESTMENT SECURITIES HELD TO MATURITY                            $34,696,314                       $36,447,307

2.  AVAILABLE FOR SALE, at Fair value
(A)  U.S. TREASURY SECURITIES                                $20,009,930                       $23,992,840
(B)  U.S. GOVERNMENT:
        AGENCY NOTES                                          $3,858,920                        $6,551,900
        MORTGAGE BACKED SECURITIES                           $23,234,625                       $23,798,956
(C)  DOMESTIC DEBT SECURITIES                                 $1,834,585                        $1,925,333
(D)  CORPORATE STOCKS IN OTHER BANKS                            $150,084                          $150,084
                                                             -----------                       -----------
     TOTAL INVESTMENT SECURITIES AVAILABLE FOR SALE                          $49,088,144                       $56,419,113

TOTAL INVESTMENT SECURITIES                                                  $83,784,458                       $92,866,420

LOANS HELD FOR SALE                                           $1,327,150                          $592,750

LOANS:  GROSS                                               $162,500,322                      $142,202,415
  LESS:
     (A) UNEARNED INCOME ON LOANS                               ($88,575)                         ($90,344)
     (B) RESERVE FOR POSSIBLE LOAN LOSSES                    ($3,369,840)                      ($3,396,531)
                                                             -----------                       -----------
LOANS: NET                                                                  $160,369,057                      $139,308,290

BANK PREMISES, EQUIPMENT, FURNITURE & FIXTURES                $5,236,361                        $5,395,155
REAL ESTATE OWNED OTHER THAN BANK PREMISES                            $0                           $50,000
INTANGIBLE ASSETS                                               $166,645                          $226,810
OTHER ASSETS                                                  $3,138,307                        $2,880,022
                                                             -----------                       -----------
     TOTAL OTHER ASSETS                                                       $8,541,313                        $8,551,987
                                                                           -------------                     -------------
TOTAL ASSETS                                                                $271,719,491                      $263,868,425
                                                                           =============                     =============
</TABLE>




                                      3



<PAGE>   7
ITEM I (B)- CONSOLIDATED COMPARATIVE BALANCE SHEET
            (CONTINUED)

<TABLE>
<CAPTION>
                                                                          CURRENT QUARTER                    PREVIOUS YEAR
                            LIABILITIES AND CAPITAL                        AS OF 6/30/96                     AS OF 12/31/95
<S>                                                          <C>            <C>                <C>            <C>
DEPOSITS IN DOMESTIC OFFICES


(A)  DEMAND                                                  $39,542,726                       $38,858,005
(B)  NOW, SUPER NOW & MONEY MARKET ACCOUNTS                  $63,434,312                       $63,609,993
(C)  SAVINGS & CHRISTMAS CLUB                                $17,493,323                       $17,031,970
(D)  TIME CD'S - $100,000 AND OVER                           $45,304,759                       $45,546,660
(E)  TIME CD'S - OTHER                                       $62,184,012                       $56,428,847
(F)  IRA CD'S                                                $16,410,198                       $16,150,129
                                                             -----------                       -----------
     TOTAL DEPOSITS                                                         $244,369,330                      $237,625,604

FEDERAL FUNDS PURCHASED AND SECURITIES SOLD                                   $1,811,715                        $1,749,621

OTHER LIABILITIES                                                             $1,258,815                          $854,644

     TOTAL LIABILITIES                                                      $247,439,860                      $240,229,869

COMMON STOCK:
(1)  SHARES AUTHORIZED      10,000,000
(2)  COMMON STOCK, NO PAR     2,000,000 outstanding           $9,500,500                        $9,500,500
(3)  UNDIVIDED PROFITS                                       $15,346,312                       $14,175,287
(4)  UNREALIZED GAIN(LOSS) ON AFS INVESTMENTS                  ($567,181)                         ($37,231)
            NET OF INCOME TAX EFFECT
     TOTAL EQUITY CAPITAL                                                    $24,279,631                       $23,638,556
                                                                            ------------                      ------------
TOTAL LIABILITIES AND EQUITY CAPITAL                                        $271,719,491                      $263,868,425
                                                                            ============                      ============
</TABLE>




                                       4
<PAGE>   8

ITEM I - (C) CONSOLIDATED COMPARATIVE STATEMENT OF INCOME

<TABLE>
<CAPTION>
                                                        QUARTER         QUARTER                      YEAR TO DATE    YEAR TO DATE
                                                         ENDING          ENDING                             ENDED           ENDED
                                                        6/30/96         6/30/95                           6/30/96         6/30/95
<S>                                                  <C>             <C>                               <C>             <C>
INTEREST INCOME:                                    
 INTEREST & FEES ON LOANS                            $3,492,273      $2,934,353                        $6,742,848      $5,560,718
 U.S. TREASURY NOTES                                   $337,609        $342,883                          $671,047        $724,111
 U.S. GOVERNMENT:                                   
     AGENCY NOTES                                       $73,601        $192,538                          $168,241        $376,417
     MORTGAGE BACKED SECURITIES                        $607,397        $629,434                        $1,244,864      $1,278,377
 OBLIGATIONS OF STATE & POLITICAL SUB.                 $291,710        $315,064                          $583,039        $620,814
 DOMESTIC DEBT SECURITIES                               $20,863         $52,569                           $41,327        $113,676
 OTHER INTEREST INCOME                                 $115,455        $112,133                          $297,116        $185,699
                                                    ---------------------------                       ---------------------------
                                                    
TOTAL INTEREST INCOME                                $4,938,908      $4,578,974                        $9,748,482      $8,859,812
                                                    
INTEREST EXPENSE:                                   
  INTEREST ON DEPOSITS                               $2,181,822      $1,969,731                        $4,321,231      $3,725,120
  INTEREST ON SHORT TERM BORROWING                      $18,370         $23,820                           $37,028         $49,816
                                                    ---------------------------                       ---------------------------
TOTAL INTEREST EXPENSE                               $2,200,192      $1,993,551                        $4,358,259      $3,774,936
                                                    ---------------------------                       ---------------------------
NET INTEREST INCOME                                  $2,738,716      $2,585,423                        $5,390,223      $5,084,876
                                                    
PROVISION FOR LOAN LOSSES                               $85,400         $62,790                           $85,400        $124,890
                                                    ---------------------------                       ---------------------------
NET INTEREST INCOME AFTER PROVISION                  $2,653,316      $2,522,633                        $5,304,823      $4,959,986
FOR LOAN LOSSES                                     
                                                    
COMMISSION & FEES FROM FIDUCIARY ACTIVITIES              $1,506          $2,124                            $2,790          $3,492
                                                    
                                                    
INSURANCE COMMISSIONS, FEES & PREMIUMS                  $31,299         $26,622                           $56,742         $43,226
FEES ON OTHER CUSTOMER SERVICES                        $325,097        $292,678                          $638,241        $570,761
INVESTMENT SECURITIES LOSSES                                 $0        ($23,186)                               $0        ($23,186)
ALL OTHER INCOME                                       $257,959        $221,813                          $443,909        $384,492
                                                    ---------------------------                       ---------------------------
TOTAL INCOME BEFORE OVERHEAD COST                    $3,269,177      $3,042,684                        $6,446,505      $5,938,771
</TABLE>




                                      5

<PAGE>   9
ITEM I - (C) CONSOLIDATED COMPARATIVE STATEMENT OF INCOME (CONTINUED)


<TABLE>
<CAPTION>
                                                   QUARTER         QUARTER                      YEAR TO DATE    YEAR TO DATE
                                                    ENDING          ENDING                             ENDED           ENDED
                                                   6/30/96         6/30/95                           6/30/96         6/30/95
<S>                                             <C>             <C>                               <C>             <C>
OTHER EXPENSES:                            
 SALARIES                                         $968,473        $997,708                        $1,929,777      $1,897,957
 NET OCCUPANCY EXPENSE OF PREMISES                $140,009        $114,902                          $273,692        $236,078
 FURNITURE & EQUIPMENT                            $123,208        $167,058                          $245,409        $338,844
 OTHER EXPENSES                                   $801,715        $900,124                        $1,562,907      $1,737,062
                                               ---------------------------                       ---------------------------
 TOTAL OTHER EXPENSES                           $2,033,405      $2,179,792                        $4,011,785      $4,209,941
                                               ---------------------------                       ---------------------------
 NET INCOME BEFORE INCOME TAX                   $1,235,772        $862,892                        $2,434,721      $1,728,830
                                           
 INCOME TAX EXPENSE                               $350,131        $207,762                          $663,696        $467,206
                                               ---------------------------                       ---------------------------
NET INCOME                                        $885,641        $655,130                        $1,771,025      $1,261,624
                                               ===========================                       ===========================
                                           
                                           
EARNINGS PER SHARE DATA                              $0.44           $0.33                             $0.89           $0.63
                                           
DIVIDENDS PER SHARES OUTSTANDING*                   $0.075          $0.075                            $0.150          $0.150
</TABLE>

*Dividends for the quarter ended June 30, 1996 were declared on July 8, 1996,
Record Date July 19, 1996, payment date July 31, 1996 




                                       6

<PAGE>   10


Item 1-(D)  CONSOLIDATED CHANGES IN STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                              SIX MONTHS                     PREVIOUS YEAR
                                                           ENDED 6/30/96                     ENDED 6/30/95
<S>                                                          <C>                               <C>
STATEMENT OF CHANGES IN CAPITAL ACCOUNTS

BALANCE AT BEGINNING OF PERIOD                               $23,638,556                       $20,026,535

NET INCOME                                                    $1,771,025                        $1,261,624
SALE OF TREASURY STOCK                                                $0                           $33,025
NET CHANGE IN UNREALIZED GAIN/LOSS
ON AVAILABLE FOR SALE SECURITIES
(NET OF TAX EFFECT)                                            ($529,950)                         $913,524
                                                             -----------                       -----------
TOTAL ADDITIONS                                               $1,241,075                        $2,208,173

DEDUCTIONS:

CASH DIVIDENDS DECLARED*                                        $600,000                          $299,382

BALANCE AT END OF PERIOD                                     $24,279,631                       $21,935,326
                                                             ===========                       ===========
</TABLE>

* $.225 per share ($450,000) for the quarter ended December 31, 1995 was
 declared on January 9, 1996 and paid January 31, 1996; $.075 per share
 ($150,000) for the quarter ended March 31, 1996 was declared on April 8, 1996
 and paid April 30, 1996




                                      7
<PAGE>   11



                          THE NEW IBERIA BANCORP, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995

<TABLE>
<CAPTION>
                                                                                1996                              1995

<S>                                                                         <C>                                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  NET INCOME                                                                  $1,771,026                        $1,261,624

  ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
  PROVIDED BY OPERATING ACTIVITIES:

  DEPRECIATION & AMORTIZATION                                                    260,898                           359,265
  DISCOUNT ACCRETION & PREMIUM AMORTIZATION                                       40,477                            58,149
  PROVISION FOR LOAN LOSSES                                                       85,400                           124,890
  NET GAIN ON SALE OF REAL ESTATE OWNED                                                0                            (5,000)
LOSS ON SALE OR CALL OF INVESTMENT SECURITIES(AFS)                                     0                           (23,186)
  INCREASE IN OTHER LIABILITIES                                                  404,170                           220,103
  DECREASE IN OTHER ASSETS                                                      (408,285)                          360,675
                                                                            ------------                       -----------
  NET CASH PROVIDED BY OPERATING ACTIVITIES                                    2,153,686                         2,356,520

CASH FLOWS FROM INVESTING ACTIVITIES:
PROCEEDS FROM SALE OF INVESTMENT SECURITIES(AFS)                                       0                         4,880,935
  PROCEEDS FROM MATURITIES & CALL OF INVESTMENT SEC.(HTM)                      1,711,266                        10,618,324
  PROCEEDS FROM MATURITIES & CALL OF INVESTMENT SEC.(AFS)                     17,394,841                         6,345,236
  PURCHASE OF INVESTMENT SECURITIES(HTM)                                               0                        (7,072,000)
  PURCHASE OF INVESTMENT SECURITIES(AFS)                                     (11,216,584)                         (977,656)
  NET (INCREASE) DECREASE IN LOANS                                           (20,374,156)                      (17,104,011)
  PURCHASE OF BANK PREMISES & EQUIPMENT                                          (41,938)                         (112,081)
  PROCEEDS FROM SALE OF:
    OTHER REAL ESTATE OWNED                                                       50,000                            80,000
                                                                            ------------                       -----------
  NET CASH PROVIDED BY (USED IN)
  INVESTMENT ACTIVITIES                                                     ($12,476,571)                      ($3,341,253)
</TABLE>




                                      8

<PAGE>   12
CONSOLIDATED STATEMENT OF CASH FLOWS
(CONTINUED)

<TABLE>
<CAPTION>
                                                                                  1996                              1995
<S>                                                                           <C>                               <C>
CASH FLOWS FROM FINANCING ACTIVITIES:

SALE OF TREASURY STOCK                                                                 0                            33,025
  INCREASE IN REPURCHASE AGREEMENTS                                               62,095                           121,128
  INCREASE IN DEMAND, NOW & SAVINGS DEPOSITS                                     970,393                         1,149,220
  INCREASE IN CERTIFICATES OF DEPOSITS                                         5,773,331                         8,715,215
  DIVIDENDS PAID                                                                (600,000)                         (299,382)
                                                                            ------------                      ------------
  NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                          6,205,819                         9,719,206

  NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                          (4,117,066)                        8,734,473

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                              23,141,728                        14,043,995

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    19,024,662                        22,778,468

SUPPLEMENTAL DISCLOSURE:

  INTEREST PAID ON BORROWINGS AND DEPOSITS                                     4,351,777                         3,669,650

  FEDERAL INCOME TAX PAID                                                        700,000                           525,000
</TABLE>




                                      9
<PAGE>   13



PART I - FINANCIAL INFORMATION
ITEM 2 -         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS

OVERVIEW

In the second quarter of 1996, The New Iberia Bancorp, Inc. (the "Corporation")
recorded net income of $885,641 ($.44 per share).  This compares to the same
period in 1995 when net income was $655,130 ($.33 per share).  The change in
net income is explained by the following:  (i) an increase of $153,293 in net
interest income, (ii) a reduction in non-interest expense of $146,386 and
(iii) an increase in provisions for loan losses of $22,610.  Year to date
earnings total $1,771,026 ($.89 per share), which is an increase of $509,402
over the 1995 amount of $1,261,624 ($.63 per share).

On June 30, 1996 total assets of the Corporation were $271,719,491, which is an
increase of $7,851,066 (2.98%) from the $263,868,425 reported for December 31,
1995 and an increase of $26,336,940 (10.73%) from the balance at June 30, 1995
of $245,382,551.  Gross loans on June  30, 1996 were $163,738,897, a
$21,034,076 (14.74%) increase from the December 31, 1995 balance of
$142,704,821  and an increase of $33,393,016 (25.62%) from the balance on June
30, 1995 of $130,345,882.  Loans held for sale, at their fair value, on June
30, 1996, December 31, 1995, and June 30, 1995, were $1,327,150, $592,750, and
$285,300, respectively.  The increase in gross loans is attributable to strong
commercial and consumer lending along with steady activity in the mortgage
lending area.  Total deposits were $244,369,330 on June 30, 1996, a $6,743,726
(2.84%) increase from the balance of $237,625,604 on December 31, 1995 and an
increase of $23,910,733 (10.85%) from the balance on June 30, 1995 of
$220,458,596.  The increase in deposits is due to an increase in demand
deposits and certificates of deposit as a result of product promotions and
increases in rates.

CAPITAL RESOURCES

Capital ratios for the quarters ending June 30, 1996, 1995, and 1994:

<TABLE>
<CAPTION>
                                                                                                  Regulatory
                                                  1996             1995             1994           Minimum*
                                                  ----             ----             ----            ------- 
<S>                                              <C>              <C>              <C>               <C>
Leverage                                          8.88%            8.83%            9.13%            3.00%

Risk-based capital
Tier I                                           14.96%           16.50%           19.39%            4.00%
Total                                            16.21%           18.00%           20.89%            8.00%

</TABLE>

*Current levels for a well capitalized institution in accordance with the
Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA).  The
unrealized loss on Available for Sale securities reflected in the equity
section of the balance sheet was excluded as required by regulatory agencies in
the computation of these ratios.





                                       10
<PAGE>   14

RESULTS OF OPERATIONS

NET INTEREST INCOME - Net interest income is the difference between interest
earned on assets and interest paid for the funds supporting those assets.  As
of June 30, 1996, net interest income was $5,390,223, an increase of $305,347
(6.00%) over the same period in 1995.  The increase in net interest income is
the result of an increase in loan volume over the last year while interest
rates charged on loans has remained fairly stable during the same period.
Interest costs increased throughout 1995 and 1996 due to an increase in
interest bearing deposits and higher rates.

EARNING ASSETS - Earning assets on June 30, 1996 were $256,195,935, an increase
of $10,821,374 (4.41%) from the December 31, 1995 balance of $245,374,561.  The
change is the result of an increase in loans outstanding of $20,893,799 offset
by a decrease of $914,911 in federal funds sold and $9,081,962 in investment
securities.

The average yield on earning assets for the first six months of 1996 was 8.24%.
In 1995, the average yield on earning assets for the same six month period was
8.42%.  The yield on loans has decreased to an average of 8.99% from an average
of 9.10% in 1995.  As mentioned above, loan volume has been the reason for the
slight decline in the yield on loans.  The yield on investments has decreased
to an average of  6.08% from an average of 6.49% in 1995.  The yield on
investments is down due to the reduction in the average life of the portfolio
by purchasing short term U.S. Treasury Notes and reducing the purchases of
mortgage-backed securities.   The average rate on Fed Funds Sold has decreased
to an average of 5.23% from an average of 5.90% in 1995.  (All yields are year
to date through June of the respective year.)

INVESTMENT SECURITIES - The Corporation's goals with respect to investment
portfolio management is to maintain (i) quality of securities, (ii) attractive
rates of return on the funds invested and (iii) adequate liquidity to the
Corporation.  The portfolio consists primarily of U.S. Treasury Notes,
Municipal Bonds, and Mortgage-Backed Securities.  U.S. Treasury Notes and
Municipal Bonds maturities are laddered to provide a constant liquidity source.
Mortgage-Backed Securities provide liquidity, monthly cash flow and higher
yields.  The mix of the investment portfolio continues to change, primarily due
to prepayments on mortgage-backed securities.  The Corporation has primarily
reinvested maturities and pay downs in 1995 into loans, where demand has been
increased.





                                       11
<PAGE>   15

The breakdown of the investment portfolio as of June 30, 1996 is listed below:

                           (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                      Held to Maturity                Available for Sale
                                  -------------------------        -------------------------
                                  Amortized          Fair          Amortized          Fair
                                    Cost             Value           Cost             Value
                                  ---------         -------        ---------          ------
<S>                               <C>              <C>             <C>               <C>
U.S. Treasury Notes                    -0-             -0-          $20,019          $20,010
U.S. Government                                
         Agency Notes                  -0-             -0-            3,974            3,859
         Mortgage-Backed           $12,145          12,611           24,229           23,727
Obligation State                                                    
         & Political                22,551          22,753              -0-              -0-
Domestic Debt                          -0-             -0-            1,385            1,342
Corporate Stock                        -0-             -0-              150              150
                                   -------         -------          -------          -------
                                               
Total                              $34,696         $35,364          $49,757          $49,088

</TABLE>

Gross unrealized gains and losses on "Held to Maturity" securities were as 
follows: 

                          (In Thousands of Dollars)

<TABLE>
<CAPTION>
                             BOOK           UNREALIZED           UNREALIZED        MARKET
                            VALUE             GAINS                LOSSES          VALUE
                           -----------------------------        ----------------------------
<S>                        <C>                <C>                   <C>            <C>
U. S. Government:                                 
Mortgage-Backed Sec.       $12,145            $466                  $-0-            $12,611
Obligation State                                  
& Political                $22,551            $399                  $197            $22,753
                                                   
Total                      $34,696            $865                  $197            $35,364

</TABLE>

Under current regulatory capital rules, the unrealized loss as of June 30,
1996, in the "Available for Sale" securities totaling $567,181, net of tax, is
excluded from capital when calculating leverage, primary capital and risk-based
capital ratios.

The Corporation had no sales of securities during the second quarter of 1996.

INTEREST-BEARING LIABILITIES - Interest-bearing liabilities on June 30, 1996
were $206,638,318, reflecting an increase of $6,121,098 (3.05%) from the
December 31, 1995 balance of $200,517,220 and an increase of $16,448,305
(8.65%) from the June 30, 1995 balance, which totaled $190,190,013.  As noted
previously, the increase in this category from December 1995 is due to an
increase in certificates of deposits over the last year.





                                       12
<PAGE>   16

INTEREST EXPENSE - Interest Expense as of June 30, 1996 totaled $4,358,259,
which represents an increase of $583,323 (15.45%) from the 1995 amount of
$3,774,936.  The increase is due to greater interest cost for certificates of
deposits.  The average rates paid year to date for all interest-bearing
liabilities were 4.30% through June 1996 as compared to 4.06% for the same
period in 1995.  All yields are year to date through June of the respective
year.

RESERVE AND PROVISION FOR POSSIBLE LOAN LOSSES

An adequate level of the Allowance for Possible Loan Losses is determined by
reviewing the quality of the loan portfolio, actual loan loss experience and
the current and anticipated economic conditions and their effect on the market
served by the Corporation.  The Provision for Possible Loan Losses is the
amount charged to earnings in order to maintain an adequate level of reserves.
Other significant factors considered in determining the levels of the provision
and the reserve are the growth or decline in the loan portfolio, the
composition of the portfolio, industry concentrations, differing risks
associated with each category of loans, the current and prospective financial
condition of borrowers, the level of past due and nonperforming loans and the
relationship of the reserve to the total loan portfolio.  Management regularly
reviews the loan portfolio in an effort to identify potential losses and to
determine that the level of reserves adequately reflects the potential loss
exposure.  Loans identified as problem credits are reviewed more frequently to
determine potential changes in the reserve.

Since actual losses may vary from current assessments, any necessary
adjustments to the reserve are recorded in the period in which they become
known.  The loan review function of the Corporation monitors adherence to
lending policies and procedures as well as asset quality.

Provision for loan losses for the second quarter of 1996 were $85,400 as
compared to $62,790 for the same period the previous year.  Provision for loan
losses for the first six months of 1996 totaled $85,400 compared to $124,890
for the same period in 1995.  The balance in the reserve over the last year
reflects levels of charge-offs and management's estimates of collateral values
when evaluating exposure in the loan portfolio.  The reserve as a percentage of
loans and leases was 2.06% at quarter end (June 30, 1996) compared to 2.38% at
year end (December 1995).  Management projects loan growth to continue
throughout the remainder of the year.  This growth is a factor in Management's
periodic determination of the reserve.  Management plans to make adjustments to
the reserve based on recoveries received and charge-offs made to ensure that an
adequate loan loss reserve is maintained.

The diversification of the loan portfolio is an important factor in the
assessment of loan quality and loss potential.  Although the Corporation has
extended a significant amount of loans to energy services and agricultural
customers due to the prevalence of those industries in the local economy, the
Corporation attempts to lend to a variety of industries to minimize its
exposure to possible losses occurring from concentration of loans in any single
sector.  Broadening the Corporation's base of loan activity into the Lafayette,
Louisiana market, along with the steadily improving local economy over the last
few years, has had a positive effect on the performance of the loan portfolio.
During 1993, the U.S. Congress passed the North American Free Trade Agreement
(NAFTA).  The Corporation believes that the increase in competition from
Mexican producers as a result of the passage of NAFTA could have a direct
adverse effect on the agricultural sugar and textile industries.   As such, the
Corporation's  operating market may be indirectly affected.  Another factor
that may affect the quality of the loan portfolio is the opening of gaming
establishments in the Corporation's market.  Although it is not known exactly
what amount of spendable money is now diverted to gaming, management is
concerned about the effect that gaming will have on the Corporation's consumer
loan portfolio.  Appropriate consideration has been given to these factors in
the Corporation's loan loss reserve.





                                       13
<PAGE>   17

Charge-offs year to date for 1996 were $185,032 compared to $95,686 in 1995.
Recoveries year to date for 1996 were $72,941 compared to $159,354 in 1995.
The relatively small levels of charge-offs are attributable to management's
continued efforts to identify and work out problem loans.

Year to date Loan Recoveries compared to prior year charge-offs was 25.79% and
91.87% for June 1996 and June 1995, respectively.


OTHER INCOME

For the second quarter of 1996, Other Income was $615,861, an increase of
$72,524 (13.35%) over the $543,337 earned for the same period in 1995.  The
increase is primarily due to increase in fees on other customer services and
other income.

OTHER EXPENSES

Total Other Expenses for the second quarter of 1996 was $2,033,405 compared to
$2,179,792 for the same period in 1995.  This reflects an decrease of $146,386
(6.72%).  The decrease is due to a reduction in salary costs and other
expenses, such as FDIC assessments.

INCOME TAXES

The effective tax rate as of June 30, 1996 is approximately 27%, which compares
to approximately 27%  as of June 30, 1995.





                                       14
<PAGE>   18

NONPERFORMING ASSETS AND PAST DUE LOANS

Crucial to earnings performance is the monitoring of asset quality, chiefly in
the evaluation of credit risk, and the minimization of the Corporation's
exposure to losses.  Management views these two critical functions as essential
to sound banking practice. Therefore, management regularly obtains appraisals
for the collateral supporting nonperforming assets and specifically establishes
reserves for them based on the current market value of the collateral if
necessary.

Nonperforming assets are those loans carried on a non-accrual basis, those
classified as troubled debt restructuring, real estate acquired through
foreclosure and repossessed movable property.  The following schedule reflects
the balance of each category:


<TABLE>
<CAPTION>
                                                (In Thousands of Dollars)
                                         June 30, 1996        December 31, 1995
                                         --------------       -----------------
<S>                                          <C>                    <C>
Non-accrual Loans                            $140                   $160
Troubled Debt Restructuring                   557                    585
Other Real Estate Owned                       -0-                     50
Repossessed Movable Prop                       43                     28
                                                          
Total                                        $740                   $823
</TABLE>                                                  
                                                          
                                                          
RISK ELEMENT INFORMATION                                  
                                                          
<TABLE>                                                   
<CAPTION>                                                 
                                                (In Thousands of Dollars)
                                         June 30, 1996        December 31, 1995
                                         -------------        -----------------
<S>                                          <C>                    <C>
Past due loans 90 days                       $763                   $282
and still accruing
</TABLE>

<TABLE>
<CAPTION>
                                                (In Thousands of Dollars)
                                         June 30, 1996          June 30, 1995 
                                         -------------         --------------
                                                         
<S>                                          <C>                    <C>
Amount of income on non-accrual              $ 6                    $ 3
loans that would have been                               
in income if still accruing                              
                                                         
Interest income on restructured              $36                    $39
loans included in net income                             
</TABLE>

Typically, the Corporation's restructured loans are based on the ability to
provide principal and interest repayment instead of providing a rate less than
the market.  As a result, any rate adjustment would have resulted in an
immaterial change in earnings during the quarter.

Management is not aware of any loans classified for regulatory purposes as
loss, doubtful, substandard, or special mention and excluded from the
non-accrual, past due 90 days and still accruing, or restructured loans which:
(1) represent or result from trends or uncertainties that will materially
impact future operating results, liquidity, or capital resources, or (2)
represent material credits about which Management is aware of any information
which causes doubts as to the ability of such borrowers to comply with the loan
repayment terms.





                                       15
<PAGE>   19

On June 30, 1996, impaired loans totaled $285,212.  Of the total impaired
loans, $115,577 required a total reserve of $99,702.  There was no reserve for
impairment on the remaining $169,635 of impaired loans.  During the quarter
ended June 30, 1996, impaired loans averaged $299,090.  Interest income
recognized on impaired loans totalled approximately $5,407 for the quarter.

It is the policy of the Corporation to discontinue the accrual of interest on
loans when principal or interest is in default for ninety days or more, unless,
in the best judgment of the Officer Loan Committee, the loan is well secured
and is in the process of collection.  Interest previously accrued is reversed
and the accrual of interest is discontinued.

LIQUIDITY AND INTEREST RATE SENSITIVITY

Built into the Corporation's financial structure is the goal of maintenance of
adequate liquidity; i.e., the ability to meet customers' requirements on a
timely basis.  The Corporation has in place an Asset/Liability computer
software program to aid it in maintaining a reasonable balance between interest
earning assets and interest bearing liabilities.  The information is updated
and analyzed by management on a monthly basis in order to allow management to
diversify investments as needed to keep a proper balance of maturities.
Management also regularly evaluates and manages interest rate sensitivity of
assets and liabilities.  This is critical to protect net income against wide
fluctuations in interest rates and to maintain consistent growth of net
interest income.

The Corporation's liquidity ratio on June 30, 1996 was 34.12% with a dependency
ratio of 6.67%; the liquidity ratio on December 31, 1995 was 40.97% with a
dependency ratio of .63%.  Management believes that liquidity is enhanced by its
ability to manage the interest rate sensitivity of assets and liabilities. The
dependency ratio has increased from December 1995 due to a decrease in short
term federal funds.  Management actively monitors and controls the relationship
between interest sensitive assets and liabilities by means of an interest rate
simulation model.  The off balance sheet commitments, if funded, would have a
limited impact on the liquidity of the Corporation, primarily due to the
maturity structure of the investment portfolio.





                                       16
<PAGE>   20


CUMULATIVE MATURITY/RATE SENSITIVITY           (All Dollar Amounts in Thousands)
- --------------------------------------------------------------------------------
EARNING ASSETS

<TABLE>
<CAPTION>
                                        1-30        1-60            1-90           1-365       YEAR & OVER           TOTAL
<S>                                  <C>         <C>             <C>             <C>               <C>             <C>
LOANS*                                23,436      25,537          29,338          58,013           105,510         163,523
SHORT TERM INVESTMENTS                 8,888       8,888           8,888           8,888                 0           8,888
INVESTMENTS***                         2,765       6,004           6,511          17,076            66,708          83,784
                                    --------------------------------------------------------------------------------------
TOTAL EARNING ASSETS                  35,089      40,429          44,737          83,977           172,218         256,195

FUNDING SOURCES

PUBLIC FUNDS DDA                       8,718       8,718           8,718           8,718                 0           8,718
NOW ACCOUNTS**                             0           0               0               0            26,638          26,638
MONEY MARKET (IMFA)                   28,080      28,080          28,080          28,080                 0          28,080
CERT. OF DEPOSIT >100M                 6,121      10,511          13,660          35,725             9,580          45,305
OTHER TIME DEPOSITS                    8,513      13,709          18,506          57,361            21,231          78,592
SAVINGS**                                  0           0               0               0            17,493          17,493
REPURCHASE AGREEMENTS                  1,812       1,812           1,812           1,812                 0           1,812
                                    --------------------------------------------------------------------------------------
TOTAL FUNDING                         53,244      62,830          70,776         131,696            74,942         206,638
                                    --------------------------------------------------------------------------------------
CUMULATIVE MATURITY/                 (18,155)    (22,401)        (26,039)        (47,719)           97,276          49,557
RATE SENSITIVITY (GAP)              --------------------------------------------------------------------------------------


AS A % OF EARNING ASSETS               -7.09%      -8.74%         -10.16%         -18.63%
AS A % OF TOTAL ASSETS                 -6.68%      -8.24%          -9.58%         -17.56%
                                    --------------------------------------------------------------------------------------
</TABLE>

*    LOAN FIGURES REPRESENT RATE SENSITIVITY ONLY, WHILE THE BALANCE SHEET
     REPRESENTS TOTAL GROSS LOANS INCLUDING NON-ACCRUALS AND OVERDRAFTS

**   HISTORICALLY, RATES ON THESE TYPES OF ACCOUNTS HAVE CHANGED LITTLE AS
     COMPARED TO OTHER TYPES OF DEPOSITS, THEREFORE, THESE ACCOUNTS ARE NOT
     CONSIDERED RATE SENSITIVE.

***  $150,084 - FIRST NATIONAL BANKERS BANK AND FNMA STOCK IS NOT RATE
     SENSITIVE AND IS NOT INCLUDED IN THE ONE YEAR AND OVER.

     THE AMOUNT OF PAYDOWNS RECEIVED ON A MONTHLY BASIS ON MORTGAGE BACKED
     SECURITIES IS NOT REFLECTED IN THIS SCHEDULE.  PAY DOWNS AVERAGED ABOUT
     $775,000 A MONTH OVER THE FIRST SIX MONTHS OF 1996, AND WOULD NOT HAVE
     CREATED A SIGNIFICANT DIFFERENCE IN THE PERCENTAGES ABOVE.

     THE GAP PERCENTAGES NOTED ABOVE ARE A REFLECTION OF A NEGATIVE POSITION.
     THIS MEASUREMENT SIMPLY SHOWS AT WHAT REPRICING INTERVAL ASSETS AND
     LIABILITIES WILL REPRICE.  IT DOES NOT TAKE INTO ACCOUNT AT WHAT LEVEL OF
     RATE CHANGE THE ASSET OR LIABILITY WILL REPRICE.  IN GENERAL TERMS, IF
     RATES FALL, NET INTEREST INCOME SHOULD INCREASE AND IF RATES RISE, NET
     INTEREST INCOME SHOULD DECREASE.  IN LOOKING AT THE ONE YEAR HORIZON, AND
     GIVEN THAT IN GENERAL, INTEREST RATES SHOULD REMAIN FLAT OR SLIGHTLY
     HIGHER IN THE FUTURE, THE CORPORATION SHOULD ADJUST ITS CURRENT POSITION
     BY SHORTENING THE REPRICING OF ASSETS OR EXTENDED DEPOSIT MATURITIES.  THE
     CORPORATION SHOULD CLOSELY MONITOR FUTURE CHANGES IN INTEREST RATES AND
     ACCORDINGLY ADJUST ITS INTEREST RATE POSITION AS NEEDED.  THE USE OF THE
     ASSET/LIABILITY MODEL ON A MONTHLY BASIS PROVIDES A GOOD REVIEW AND GIVES
     REALISTIC EXPECTATIONS OF THE AFFECT THAT CHANGES IN INTEREST RATES WILL
     HAVE ON THE INTEREST RATE RISK OF THE CORPORATION.




                                       17
<PAGE>   21
PART II   OTHER INFORMATION

ITEM 1  - LEGAL PROCEEDINGS:

(1) On January 6, 1995, Jules A. Schwing ("Schwing"), individually and in his
capacity as executor of his parents' estates, filed a Complaint for injunctive
relief in the United States District Court for the Western District of
Louisiana. (Schwing has since been replaced as executor.) The Complaint sought
to enjoin, among other things, the enforcement of various amendments to the
Corporation's Bylaws which were adopted by the board of directors at a meeting
on January 3, 1995.

On January 9, 1995, the Court refused to grant a temporary restraining order in
connection with Schwing's Complaint for injunctive relief.  A status conference
on this matter was held on January 18, 1995, at which time Schwing's counsel
reurged his request for a temporary restraining order or a preliminary
injunction.  Both at the status conference and at a hearing held February 13,
1995, the Court refused to grant a temporary restraining order or schedule a
preliminary injunction hearing, and dismissed Schwing's Complaint for
injunctive relief.

Schwing appealed that dismissal to the U.S. Fifth Circuit Court of Appeals.  On
March 29, 1995, Schwing filed a Motion for Injunction During Pendency of Appeal
in the United States District Court for the Western District of Louisiana,
which was denied by the Court on April 6, 1995.  On August 11, 1995, Schwing
filed a motion in the Fifth Circuit Court of Appeals seeking an injunction
pending appeal to prohibit the Corporation from, among other things, pursuing
efforts to acquire another bank.  The Corporation filed on August 18, 1995 a
motion to dismiss the appeal and for sanctions for frivolous appeal and,
shortly thereafter, the Corporation filed another motion requesting sanctions
for failure of Schwing to comply with the Federal Rules of Appellate Procedure
in his request for an injunction pending appeal.

On September 8, 1995, the Court denied Schwing's motion for injunction pending
appeal and ordered that the Corporation's motion to dismiss the appeal and for
sanctions for frivolous appeal be carried forward for resolution by the oral
argument panel.  On October 24, 1995, an Order was entered denying the
Corporation's motion for sanctions for failure to comply with the Federal
Rules.  Oral argument on unresolved issues and on the merits of the appeal was
held on December 5, 1995.

On June 26, 1996, the Fifth Circuit Court of Appeals issued a judgment
affirming the dismissal of Schwing's Complaint by the district court.

(2) On March 13, 1996, The New Iberia Bank (the "Bank"), the sole subsidiary of
the Corporation, was sued by Mary Joyce Keel in the 16th Judicial District
Court, Iberia Parish, Louisiana (Docket No. 83846-F).  The Bank's insurance
carrier has been notified of the existence of this suit.  The suit alleges
violations of the plaintiff's rights under the Americans with Disabilities Act
of 1990.  Damages sought are actual damages of not less than $50,000.00 plus
unspecified punitive damages.  Litigation is proceeding at the present time.

(3) The Bank is named as the trustee of The Jules B. Schwing Childrens Trust
(the "Trust") in the last will and testament of Jules B. Schwing.  Under the
will, the main asset of the Trust will be stock of the Corporation,
(approximately 31% of the total issued and outstanding common stock of the
Corporation), although the Succession has not been closed and the assets
thereof have not been dispersed to the heirs and legatees.





                                       18
<PAGE>   22

On or about April 21, 1996, certain of the children of Jules B. Schwing filed
under seal in the Succession a Petition to Annul Probated Testament (the
"Petition"), which sought to annul the last will and testament of Jules B.
Schwing.  The Bank, as trustee of the Trust, was named as a defendant in the
Petition.  On or about May 1, 1996, the executor of Mr. Schwing's succession,
Robert M. Fleming, filed a rule to show cause seeking to lift the seal and
require service of citation on the parties named as defendants in the Petition.
After a hearing on this motion, the court entered an Order dated May 31, 1996,
removing the seal from the record and mandating that service be effected on all
heirs and legatees named under the will as well as the executor of the
Succession.  Subsequently, the Bank was served with a copy of the Petition.

On June 24, 1996, the Bank, in its capacity as trustee of the Trust, filed in
the Succession an Exception to Unauthorized Use of Ordinary Proceeding and
Motion to Convert Petition to Annul Probated Testament to Summary Proceeding.
A hearing on the Bank's motion was held on August 8, 1996, and the Bank's
motion was granted at that time.  No trial date has yet been set.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

On April 15, 1996, the Corporation held its annual meeting of shareholders (the
"Meeting").  Shareholders voted on the following proposals at the Meeting.  The
Corporation received no broker non-votes (shares held in the name of brokers
which were present at the Meeting but not voted in connection with one or more
matters considered by the shareholders) in connection with the Meeting.

A.       Fix the Number of Directors at Eleven.

The first item considered by the shareholders at the Meeting was a proposal to
set the number of directors to be elected at eleven (11).  Of the 1,674,184
(83.7% of the 2,000,000 issued and outstanding shares of the Corporation)
shares represented in person or by proxy at the Meeting, 1,647,124 shares
(98.4%) were voted in favor of fixing the number of directors to be elected at
eleven (11), 8,420 shares (0.5%) were voted against fixing the number of
directors at eleven (11), and 18,640 shares (1.1%) abstained from voting on
this matter.  As more than a majority of the voting power present at the
Meeting voted in favor of this proposal, it was adopted by the shareholders.

B.       Election of Directors.

At the Meeting, the shareholders voted on the election of directors.  The Board
of Directors of the Corporation nominated eleven (11) persons to serve as
directors of the Corporation.  There were no candidates nominated in opposition
to the slate of nominees proposed by the Corporation.  The Articles of
Incorporation of the Corporation authorize cumulative voting in the election of
directors.  Thus, each shareholder voting for the election of directors was
entitled to multiply the number of votes to which he was entitled (on a
one-vote-per-share basis) by the number of directors to be elected, and to cast
all such votes for one candidate or to distribute them among any two or more
candidates.  However, cumulative voting was not utilitized by any of the
shareholders in connection with the election of directors at the Meeting.
Directors were elected by plurality vote.  All of the persons nominated by the
Corporation were elected to serve on the board of directors by the
shareholders.





                                       19
<PAGE>   23
The chart below indicates the candidates who were elected to serve on the board
of directors, the number of votes received by each and the number of votes
withheld as to each.

<TABLE>
<CAPTION>
*Name of Candidate:                               Votes Received:                     Votes Withheld:
- -------------------                               ---------------                     ---------------
<S>                                                <C>                                 <C>
Ernest Freyou                                      1,618,944                                   55,240
Gerald H. Halphen                                  1,619,344                                   54,840
Frank C. Minvielle                                 1,619,344                                   54,840
James W. Schwing, Sr.                              1,055,079                                  619,105
Jules A. Schwing                                   1,512,875                                  161,309
Jerry E. Shea, Sr.                                 1,618,544                                   55,640
Edward P. Terrell, III                             1,618,544                                   55,640
Eugene A. Patout, Sr.                              1,518,155                                  156,029
Charles C. LeMaire                                 1,517,755                                  156,429
Dr. Edmond A. Lamperez                             1,517,755                                  156,429
James L. Gray                                      1,517,555                                  156,629
</TABLE>

*Each person elected served on the Corporation's board of directors immediately
prior to April 15, 1996 and was re- elected by the shareholders at the Meeting.

C.       Ratify Appointment of Independent Certified Public Accountants.

The Corporation's shareholders ratified the appointment by the board of
directors of Arthur Andersen  L.L.P. as Independent Certified Public
Accountants.  Of the 1,674,184 shares present in person or by proxy at the
meeting, 1,671,624 (99.85%) were voted in favor of this proposal, while 2,320
(0.14%) were voted against the proposal and 240 (0.01%) shares abstained from
voting on the matter.  Because this proposal was approved by more than a
majority of the shares present or represented by proxy at the Meeting, it was
adopted by the shareholders of the Corporation.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

Report on Form 8-K

The Corporation filed a Form 8-K with the Commission on July 22, 1996 to (i)
disclose the filing of a Schedule 13D with the Securities and Exchange
Commission by The New Iberia Bancorp, Inc. Concerned Shareholders Group (the
"Group") in the event that the formation of the Group and/or the filing of the
Schedule 13D constituted a change in control of the Corporation and (ii) report
that the Corporation and Whitney Holding Corporation had terminated their
negotiations for the acquisition of the Corporation and its wholly-owned
subsidiary, The New Iberia Bank, by Whitney Holding Corporation and its
wholly-owned subsidiary, Whitney National Bank, because the parties were unable
to agree on all of the terms of a definitive agreement and related documents.

EXHIBITS

27       Financial Data Schedule





                                       20

<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               JUN-30-1996
<EXCHANGE-RATE>                                      1
<CASH>                                      10,136,254
<INT-BEARING-DEPOSITS>                     204,826,603
<FED-FUNDS-SOLD>                             8,888,409
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 49,088,144
<INVESTMENTS-CARRYING>                      34,696,314
<INVESTMENTS-MARKET>                        35,364,295
<LOANS>                                    163,738,897
<ALLOWANCE>                                  3,369,840
<TOTAL-ASSETS>                             271,719,491
<DEPOSITS>                                 244,369,330
<SHORT-TERM>                                 1,811,715
<LIABILITIES-OTHER>                          1,258,815
<LONG-TERM>                                          0
<COMMON>                                     9,500,500
                                0
                                          0
<OTHER-SE>                                  14,779,131
<TOTAL-LIABILITIES-AND-EQUITY>             271,719,491
<INTEREST-LOAN>                              3,492,273
<INTEREST-INVEST>                            1,331,180
<INTEREST-OTHER>                               115,455
<INTEREST-TOTAL>                             4,938,908
<INTEREST-DEPOSIT>                           2,181,822
<INTEREST-EXPENSE>                           2,200,192
<INTEREST-INCOME-NET>                        2,738,716
<LOAN-LOSSES>                                   85,400
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                              2,033,405
<INCOME-PRETAX>                              1,235,772
<INCOME-PRE-EXTRAORDINARY>                           0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   885,641
<EPS-PRIMARY>                                      .44
<EPS-DILUTED>                                      .44
<YIELD-ACTUAL>                                    4.31
<LOANS-NON>                                    140,278
<LOANS-PAST>                                   763,013
<LOANS-TROUBLED>                               557,407
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                             3,318,362
<CHARGE-OFFS>                                   86,765
<RECOVERIES>                                    52,843
<ALLOWANCE-CLOSE>                            3,369,840
<ALLOWANCE-DOMESTIC>                         3,369,840
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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