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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 22, 1996
(Date of earliest event reported): (July 12, 1996)
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The New Iberia Bancorp, Inc.
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(Exact name of registrant as specified in charter)
Louisiana 0-13307 72-0969631
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.
incorporation)
800 South Lewis Street, New Iberia, Louisiana 70560
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(Address of principal executive offices) (Zip Code)
(318) 365-6761
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(Registrant's telephone number, including area code)
None
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
On July 12, 1996, The New Iberia Bancorp, Inc. Concerned
Shareholders Group (the "Group"), shareholders of The New Iberia Bancorp, Inc.
(the "Company") owning approximately 25.4% of the issued and outstanding common
stock of the Company, filed a Schedule 13D with the Securities and Exchange
Commission in which the members of the Group stated their intention to
cooperate as a group to oppose a proposed merger of the Company with and into
Whitney Holding Corporation ("Whitney"). To the extent the formation of the
Group and/or the filing of the Schedule 13D constitutes a change in control of
the Company, the Company hereby makes this disclosure.
In making the following disclosures, the Company has relied
upon information set forth in the Schedule 13D filed by the Group with the
Securities and Exchange Commission on July 12, 1996.
(a)
Members of The New Iberia Bancorp, Inc. Concerned Shareholders Group:
Anna Louise S. Allain
Richard S. Allain, Sr.
Roy J. Breaux, Jr.
Mrs. Roy Breaux, Sr.
Royce E. Breaux
Roy Breaux, Jr. & R.C. Breaux Trust,
James W. Schwing, Sr., Trustee
Benedict Jacques Broussard
Daniel S. Broussard
Edwin S. Broussard III
Estate of George Patout Broussard
Flora Therese Schwing Broussard
George P. Broussard, Jr.
Kenneth J. S. Broussard
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Thomas S. Broussard, Sr.
Alice C. Porter
Henry D. Porter
Lena Savoy Maumus, Usufruct,
c/o Aline Compton Porter
Pat Dougherty,
Henriette S. Dougherty, Usufruct
Henriette S. Dougherty
Margaret Ann Robbins Labiche
John Thomas Robbins
Alton P. Lassalle
Alfred W. Lasalle
Harriet Minvielle Lasalle
Ruel Robbins and Mary Robbins
Mary S. Robbins
Ruel Howard Robbins, Jr.
James W. Schwing, Sr.
James W. Schwing, Sr. Employee Trust
Paul Schwing
Pierre F. Schwing
Susan M. Schwing
Gregory Robert Olivier Dekeyzer
Frankie Olivier Patout
Frederic F. Ric Patout
Alfred Granger, Jr.
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Amount and Source of Consideration used by the Group:
The Group stated in its 13D filing that it did not
anticipate that any additional shares of common stock would be
purchased by the Group or the individual members thereof.
Basis of the Control:
If the Group is deemed to have control of the
Company, the basis of the control is the 25.4% of the common
stock of the Company owned by the individual members of the
Group and the intention of the members of the Group to act
cooperatively to oppose a proposed merger of the Company with
and into Whitney.
Date and Description of Transaction That Resulted in Change in
Control:
The Schedule 13D was filed by the Group with the
Securities and Exchange Commission on July 12, 1996. The
individual members of the Group executed an Agreement for
Filing of Schedule 13D on July 11, 1996. In that agreement
the members of the Group authorized a Schedule 13D to be
prepared and filed in the name of the Group to provide notice
that the individual members of the Group had an unwritten
understanding that they would undertake joint action in
opposition to the proposed merger of the Company with and into
Whitney.
Percentage of Voting Securities Beneficially Owned by the Members of
the Group:
Approximately 25.4% of the issued and outstanding
common stock of the Company.
Identity of Person From Whom Control Was Assumed:
Not applicable.
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(b) Information Required by Item 403(c) of Regulation S-K:
The formation of the Group, the execution of the
Agreement for Filing of Schedule 13D and/or the filing of the
Schedule 13D by the Group may have resulted in a change in
control of the Company or may at a subsequent date result in a
change in control of the Company.
Item 5. Other Events
The Company and Whitney have terminated their negotiations for
the acquisition of the Company and its wholly-owned subsidiary, The New Iberia
Bank, by Whitney and its wholly-owned subsidiary, Whitney National Bank. The
parties were unable to agree on all of the terms of a definitive agreement and
related documents. On July 12, 1996, a group of shareholders owning
approximately 25% of the issued and outstanding stock of the Company filed a
Schedule 13D with the Securities and Exchange Commission in which they said
they would actively oppose the acquisition. (See Item 1.) A vote of 2/3 of the
outstanding stock of the Company would have been required to approve the
merger.
Item 7. Exhibits
99.1 Press release dated July 16, 1996.
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SIGNATURES
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.
THE NEW IBERIA BANCORP, INC.
(Registrant)
Date: July 19, 1996 By: /s/ LEONARD J. FREYOU
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Name: Leonard J. Freyou
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Title: Sr. Vice President/Cashier
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Press release
</TABLE>
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[THE NEW IBERIA BANK LETTERHEAD]
July 16, 1996
FOR IMMEDIATE RELEASE
For More Information Contact:
Ernest Freyou
The New Iberia Bank
318-365-6761
The New Iberia Bancorp, Inc. (AMEX-NIB), New Iberia, Louisiana, announced that
its negotiations with Whitney Holding Corporation, New Orleans, Louisiana, for
the acquisition of The New Iberia Bancorp ("New Iberia") and The New Iberia
Bank by Whitney and Whitney National Bank have been terminated. The parties
were unable to agree on all of the terms of a definitive agreement and related
documents. On July 11, 1996, a group of shareholders owning approximately 25%
of the stock of New Iberia filed a Schedule 13D in which it said it would
actively oppose the acquisition. A vote of 2/3 of the outstanding stock of New
Iberia would have been required to approve the merger.
