NEW IBERIA BANCORP INC
8-K, 1997-02-18
STATE COMMERCIAL BANKS
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<PAGE>   1




                     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:                                                February 18, 1997
Date of Earliest Event Reported:                             (February 13, 1997)
- --------------------------------------------------------------------------------



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



Louisiana                            0-13307                   72-0969631
- --------------------       -----------------------          ------------------
(State or other            (Commission File                 (IRS Employer
 jurisdiction of            Number)                          Identification No
 incorporation)            



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

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

                                     None
- --------------------------------------------------------------------------------
        (Former name or former address, if changed since last report)
<PAGE>   2

Item 5.       OTHER EVENTS

       On February 13, 1997, The New Iberia Bancorp, Inc. ("Bancorp")  and
Regions Financial Corporation ("Regions") signed an Agreement and Plan of
Merger by which Bancorp would be merged into Regions, subject to approval of
the shareholders of Bancorp, regulatory approval and other conditions.  Under
the terms of the Agreement, Regions would exchange 0.36 of a share of its
common stock for each share of Bancorp common stock, subject to possible
adjustment.



Item 7.       Exhibit

              99.1  Press release dated February 14, 1997.




                                   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: February 18, 1997        By: /s/ LEONARD J. FREYOU                        
                                  ---------------------------------------
                                   Name:  Leonard J. Freyou
                                   Title:  Sr. Vice President and Cashier
                                         --------------------------------




                                 Page 2 of 2
<PAGE>   3
                              INDEX TO EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT
NUMBER                   DESCRIPTION
- -------                  -----------
<S>           <C>
  99.1        Press release dated February 14, 1997.

</TABLE>




<PAGE>   1
                                                                    EXHIBIT 99.1



                   REGIONS TO ACQUIRE THE NEW IBERIA BANCORP

J. Stanley Mackin, chairman and chief executive officer of Regions Financial
Corporation (headquartered in Birmingham, Alabama) and Ernest Freyou, president
and chief executive officer of The New Iberia Bancorp (headquartered in New
Iberia, Louisiana) jointly announced that an agreement has been signed for The
New Iberia Bank to be merged into Regions.

Under the terms of the agreement, Regions will exchange 0.36 of a share of its
common stock for each share of New Iberia Bancorp common stock, subject to
possible adjustment.  Based on Regions' closing stock price of $57 1/8 on
February 12, 1997, the transaction would be valued at approximately $65
million.  The merger is expected to be consummated during the third quarter of
1997, pending New Iberia Bancorp shareholder approval, regulatory approval, due
diligence review by Regions and other customary conditions of closing.  The
transaction is expected to be a tax-free reorganization for federal income tax
purposes and to be accounted for as a pooling of interest.

Approximately 1.1 million shares of Regions common stock are expected to be
issued in this transaction.  Regions may purchase up to approximately 97,000
shares of its common stock in the open market in connection with this
transaction.

New Iberia Bancorp's subsidiary, The New Iberia Bank, has a total of twelve
banking offices in Iberia Parish, Lafayette Parish and Vermillion Parish,
Louisiana.  At December 31, 1996 New Iberia Bancorp had total assets of $299
million, deposits of $269 million, loans of $181 million, and stockholders'
equity of $25.5 million.  New Iberia Bancorp reported net income of $3.5
million for the year of 1996 with a return on assets of 1.28% and a return on
stockholders' equity of 14.33%.

J. Stanley Mackin, chairman and chief executive officer of Regions stated that:
"We are excited to be able to affiliate with The New Iberia Bank.  This fine
bank will enable us to serve an expanded area of south Louisiana.  We look
forward to working with the directors, officers and employees of the bank in
serving their customers."

Ernest Freyou, president and chief executive officer of The New Iberia Bank,
stated that:  "We are very pleased to be able to associate with Regions.
Regions has an outstanding reputation in the banking industry and in the
communities which it serves.  Our customers can expect to continue to do
business with the same staff which they have been working with in the past.  In
addition our customers will find an expanded offering of services and products
in the future.  The affiliation with Regions will benefit stockholders,
customers and employees."

New Iberia Bancorp is a one-bank holding company headquartered in New Iberia,
Louisiana.  Its stock trades on the American Stock Exchange under the symbol
"NIB."
<PAGE>   2
Regions is a multi-bank regional holding company providing banking and
bank-related services in the fields of mortgage banking, credit-related
insurance and securities brokerage.  Regions operates more than 400 banking
offices in Alabama, Florida, Georgia, Louisiana and Tennessee.  Regions
currently has five additional pending acquisitions, two in Louisiana, two in
Georgia and one in Florida.  After all pending acquisitions are completed,
Regions' total assets are expected to exceed $20 billion, with $2.6 billion in
Louisiana.  Regions' common stock is traded on the Nasdaq National Market under
the symbol "RGBK".

                      For additional information contact:
       Ronald C. Jackson, Assistant Comptroller and Director of Investor
                         Regional Financial Corporation
                             Relations 334/832-3493
                                     and/or
                         Ernest Freyou, President & CEO
                                  318-365-6761
                          The New Iberia Bancorp, Inc.


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