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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999 Commission file No. 1-10294
HIBERNIA CORPORATION
(Exact name of registrant as specified in its charter)
LOUISIANA 72-0724532
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
313 CARONDELET STREET, NEW ORLEANS, LOUISIANA 70130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 533-5332
Securities registered pursuant to Section 12 (b) of the Act:
CLASS A COMMON STOCK, NO PAR VALUE
(Title of class)
NEW YORK STOCK EXCHANGE
(Name of each exchange on which registered)
Securities registered pursuant to Section 12 (g) of the Act: NONE
Indicated 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 ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the voting stock held by
non-affiliates of the Registrant as of February 29, 2000.
Class A Common Stock, no par value $1,387,577,899
State the aggregate number of shares outstanding of each of
the Registrant's classes of common stock as of February 29, 2000.
Class A Common Stock, no par value - 160,163,628
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's annual report to shareholders for the year ended
December 31, 1999 are incorporated by reference into Parts I and II of this
Report.
Portions of the Registrant's definitive proxy statement, which will be filed
within 120 days of December 31, 1999, are incorporated by reference into Part
III of this Report.
INDEX TO FORM 10-K
Certain information required by Form 10-K is incorporated by reference
to the Annual Report as indicated below. Only that information expressly
incorporated by reference is deemed filed with the Commission.
PART I
Item 1 Business *
Item 2 Properties *
Item 3 Legal Proceedings *
Item 4 Submission of Matters to a Vote of Security Holders None
Item X Identification of Executive Officers *
PART II
Item 5 Market of the Registrant's Common Equity and Related
Stockholder Matters ***
Item 6 Selected Financial Data ***
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations ***
Item 7a Qualitative and Quantitative Disclosures About Market Risk ***
Item 8 Financial Statements and Supplementary Data ***
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure None
PART III (1)
Item 10 Directors and Executive Officers of the Registrant
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and Management
Item 13 Certain Relationships and Related Transactions
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements
Report of Independent Auditors ***
Hibernia Corporation and Subsidiaries:
Consolidated Balance Sheets - December 31,
1999 and 1998 ***
Consolidated Income Statements - Years
Ended December 31, 1999, 1998 and 1997 ***
Consolidated Statements of Changes in
Shareholders' Equity - Years Ended
December 31, 1999, 1998 and 1997 ***
Consolidated Statements of Cash Flows - Years
Ended December 31, 1999, 1998 and 1997 ***
Notes to Consolidated Financial Statements ***
(b) Reports on Form 8-K **
Item 5 Other Event January 26, 2000
(c) Exhibits **
* This information is included in the Form 10-K and is not incorporated by
reference to the Annual Report.
** Reports on Form 8-K and Exhibits have been separately filed with the
Commission.
*** This information is included in EX-13.
(1) The material required by Items 10 through 13 is incorporated by
reference to the Company's definitive Proxy Statement which will be filed with
the Commission within 120 days of December 31, 1999; however, the "Report of
Executive Compensation Committee" and the "Performance Graph" contained therein
are not incorporated herein by reference.
PART I
ITEM 1. BUSINESS
Hibernia Corporation (Company) is a Louisiana business corporation
organized in 1972. The Company became a bank holding company in 1973, and, as of
December 31, 1999, was the largest publicly traded bank holding company
headquartered in Louisiana with assets of $15.3 billion and deposits of $11.9
billion. Hibernia National Bank (Bank), the Company's sole depository
institution subsidiary, was chartered as a national banking association in 1933
and can trace its origins back to 1870. Effective January 1, 1999, Hibernia
National Bank of Texas (formerly Texarkana National Bank which was chartered as
a national banking association in 1887 and acquired by the Company in 1996) was
merged with and into the Bank resulting in the Company operating a single
depository institution in all of its markets. In addition to the Bank, the
Company also owns three nonbank subsidiaries: Hibernia Capital Corporation
(HCC), Zachary Taylor Life Insurance Company (Zachary Taylor) and First National
Company of Marshall, Inc. (First National). HCC is a Louisiana business
corporation organized in 1995 and licensed as a small business investment
company to provide private equity investments to small businesses. Zachary
Taylor is a Louisiana business corporation organized in 1952 and licensed as a
life insurance company. Zachary Taylor is currently inactive, and the Company
has an agreement with the Federal Reserve Bank of Atlanta that it will not
permit Zachary Taylor to engage in any business without prior regulatory
approval. First National is an inactive subsidiary and holds no assets.
As of December 31, 1999 the Company operated 250 banking locations in 33
Louisiana parishes and 13 Texas counties and a mortgage loan production and
retail brokerage services office in the southwestern part of Mississippi. During
1999 the Company completed a merger with MarTex Bancshares, Inc. in East Texas
which was accounted for as a pooling of interests. Additionally in 1999 the
Company purchased the assets and assumed the liabilities of the Beaumont
branches of Chase Bank of Texas, N.A. These transactions resulted in the
addition of $785 million in assets and 13 banking offices. In 1998 the Company
completed four mergers, three in Louisiana and one in East Texas, which were
accounted for as poolings of interests. The Company completed two mergers with
East Texas financial institutions in 1997 which were accounted for as poolings
of interests.
The Company offers a broad array of financial products and services,
including retail, small business, commercial, international, mortgage and
private banking; leasing; factoring; private equity investments; corporate
finance; treasury management; trust and investment management; insurance
products; retail brokerage; and alternative investments, including mutual funds
and annuities. The Company also performs mortgage servicing, which includes
acceptance and application of mortgage loan and escrow payments.
The Company provides financial risk management products and advisory
services to customers. These products are designed to assist customers in
managing their exposure in the areas of interest rate and currency risks. The
Company offers repurchase agreements, bankers acceptances, Eurodollar deposits,
safekeeping of securities, U.S. Government and Government agency obligations,
tax-free municipal obligations, reverse repurchase agreements, letters of
credit, and collection and foreign exchange transactions.
The Bank, through its wholly-owned subsidiary, Hibernia Insurance Agency,
L.L.C. (HIA), sells, as agent, fixed annuities and life, health, disability,
automobile, homeowner, and commercial property and casualty insurance. Through
another wholly-owned subsidiary, Hibernia Insurance Agency of Texas, Inc., the
Bank also sells, as agent, fixed annuities in Texas. Hibernia Investments,
L.L.C. (formerly Hibernia Investment Securities, Inc.), another wholly-owned
subsidiary of the Bank, provides retail and discount securities brokerage
services. Hibernia Investments, L.L.C. is a registered broker-dealer and member
of the National Association of Securities Dealers, Inc.
Information on the Company's various segments is presented by line of
business. Each line of business is a strategic unit that provides various
products and services to groups of customers that have certain common
characteristics. The reportable operating segments are Commercial Banking, Small
Business Banking, Consumer Banking, and Investments and Public Funds. Further
segment information is included in Note 24 of Notes to Consolidated Financial
Statements in the Company's Annual Report.
The reserve for loan losses is comprised of specific reserves (assessed for
each loan that is reviewed for impairment or for which a probable loss has been
identified), general reserves (based on historical loss factors), and an
unallocated reserve.
The Company continuously evaluates its reserve for loan losses to maintain
an adequate level to absorb probable losses inherent in the loan portfolio.
Reserves on impaired loans are based on discounted cash flows using the loan's
initial effective interest rate, the observable market value of the loan or the
fair value of the collateral for certain collateral-dependent loans. Factors
contributing to the determination of specific reserves include the financial
condition of the borrower, changes in the value of pledged collateral and
general economic conditions. General reserves are established based on
historical charge-offs considering factors which include risk rating, industry
concentration and loan type, with the most recent charge-off experience weighted
more heavily. The unallocated reserve, which is judgementally determined,
generally serves to compensate for the uncertainty in estimating loan losses,
including the possibility of changes in risk ratings and specific reserve
allocations. It also considers the lagging impact of historical charge-off
ratios in periods where future charge-offs are expected to increase or decrease
significantly. In addition, the reserve considers trends in delinquencies and
nonaccrual loans, industry concentration, the volatility of risk ratings and the
evolving portfolio mix in terms of collateral, relative loan size, the degree of
seasoning in the various loan products and loans recently acquired through
mergers. The results of reviews performed by internal and external examiners are
also considered.
The methodology used in the periodic review of reserve adequacy, which is
performed at least quarterly, is designed to be dynamic and responsive to
changes in actual credit losses. These changes are reflected in both the general
and unallocated reserves. The historical loss ratios, which are key factors in
this analysis, are updated quarterly and are weighted more heavily for recent
charge-off experience. The review of reserve adequacy is performed by executive
management and presented to the Board of Directors for its review,
consideration, and ratification. See "Reserve and Provision for Loan Losses" in
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the Company's Annual Report for a further discussion of the
reserve for loan losses.
COMPETITION
The financial services industry in which the Company operates is highly
competitive. The Bank competes with national and state banks for deposits,
loans, and trust accounts and with savings and loan associations and credit
unions for loans and deposits. In addition, the Bank competes with other
providers of financial services, from both inside and outside Louisiana and
Texas, including finance companies, institutional buyers of commercial paper,
money market funds, brokerage firms, investment companies, insurance companies,
insurance agencies and governmental agencies. These competitors are actively
engaged in marketing various types of loans, commercial paper, short-term
obligations, investments, insurance and other products and services.
The Company anticipates that the intensity of competition among financial
institutions will be increased when the provisions of the Gramm-Leach-Bliley Act
(GLBA) become fully effective and the regulations implementing the GLBA are
issued by the Board of Governors of the Federal Reserve System (FRB). The GLBA
permits banks, securities firms, and insurance companies to affiliate under an
entity to be known as a "financial holding company" which could then serve its
customers' varied financial needs through a single corporate structure. The
Company expects to become a financial holding company at such time as the
provisions pertaining to such entities become effective in order to take
advantage of the opportunities afforded under the GLBA.
SUPERVISION AND REGULATION
The financial services industry is extensively regulated under both federal
and state law. The Company is subject to regulation and examination by the FRB.
The Bank is subject to regulation and examination by the Office of the
Comptroller of the Currency (OCC). HCC is regulated by the Small Business
Administration. Zachary Taylor and HIA are regulated by the Louisiana Department
of Insurance. The Texas Department of Insurance performs a similar function with
respect to Hibernia Insurance Agency of Texas, Inc., whose activities are
currently limited to the sale, as agent, of credit life insurance and fixed
annuities in Texas. Hibernia Investments, L.L.C. is regulated by the Securities
and Exchange Commission (SEC), the National Association of Securities Dealers,
Inc., and the Louisiana Office of Financial Institutions, through the Deputy
Commissioner of Securities.
The Company is subject to the Bank Holding Company Act (BHCA), which
requires the Company to obtain the prior approval of the FRB to acquire a
significant equity interest in any additional banks or bank holding companies.
At such time as the provisions of the GLBA become fully effective and the
Company becomes a financial holding company, the Company anticipates that it
would be eligible to engage in nonbanking activities which are financial in
nature by notifying, or in certain cases obtaining the prior approval of, the
FRB. Under the GLBA, subsidiaries of financial holding companies engaged in
nonbank activities would be supervised and regulated by the federal and state
agencies which normally supervise and regulate such functions outside of the
financial holding company context. Although the FRB would continue to be the
primary "umbrella" regulator of financial holding companies, the GLBA would
limit the ability of the FRB to order a financial holding company subsidiary
which is regulated by the SEC or a state insurance authority to provide funds or
assets to an affiliated depository institution under the FRB's "source of
strength" doctrine.
The Bank is subject to a number of laws regulating depository institutions,
including the Federal Deposit Insurance Corporation Improvement Act of 1991
which expanded the regulatory and enforcement powers of the federal bank
regulatory agencies, required that these agencies prescribe standards relating
to internal controls, information systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, compensation, fees and
benefits, and mandated annual examinations of banks by their primary regulators.
The Bank is also subject to a number of consumer protection laws and regulations
of general applicability.
The banking industry is affected by the monetary and fiscal policies of the
FRB. An important function of the FRB is to regulate the national supply of bank
credit to moderate recessions and to curb inflation. Among the instruments of
monetary policy used by the FRB to implement its objectives are: open-market
operations in U. S. government securities, changes in the discount rate and the
federal funds rate (which is the rate banks charge each other for overnight
borrowings), and changes in reserve requirements on bank deposits.
LOAN PORTFOLIO
The amounts and percentages of loans outstanding by type are as follows:
- ------------------------------------------------------------------------------------------------------------------------------------
December 31
- ------------------------------------------------------------------------------------------------------------------------------------
($ in thousands) 1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
% of % of % of % of % of
Amount Total Amount Total Amount Total Amount Total Amount Total
- ------------------------------------------------------------------------------------------------------------------------------------
Commercial, financial
and agricultural ........... $ 3,213,764 30% $ 3,219,516 33% $ 2,526,628 30% $ 1,864,371 27% $ 1,394,465 26%
Real estate - construction ... 155,200 1 178,389 2 119,110 2 91,390 2 51,085 1
Real estate - mortgage ....... 4,979,180 46 4,328,788 44 3,880,342 46 3,190,662 46 2,560,770 48
Consumer ..................... 1,978,303 18 1,628,714 16 1,506,594 18 1,517,046 22 1,272,250 23
Lease financing .............. 102,677 1 32,869 - 31,031 - 16,162 - - -
All other .................... 427,552 4 518,918 5 323,524 4 214,849 3 110,857 2
- ------------------------------------------------------------------------------------------------------------------------------------
$10,856,676 100% $ 9,907,194 100% $ 8,387,229 100% $ 6,894,480 100% $ 5,389,427 100%
====================================================================================================================================
SELECTED LOAN MATURITIES
The following table shows selected categories of loans outstanding as of
December 31, 1999, which, based on remaining scheduled repayments of principal,
are due in the periods indicated. In addition, the amounts contractually due
after one year are summarized according to their interest sensitivity.
- ----------------------------------------------------------------------------------------------------------------
Maturing
- ----------------------------------------------------------------------------------------------------------------
After One
Within But Within After
($ in thousands) One Year Five Years Five Years Total
- ----------------------------------------------------------------------------------------------------------------
Commercial, financial and
agricultural ............................ $1,293,919 $1,626,466 $ 293,379 $3,213,764
Real estate - construction ................ 96,085 46,822 12,293 155,200
- ----------------------------------------------------------------------------------------------------------------
$1,390,004 $1,673,288 $ 305,672 $3,368,964
================================================================================================================
- -----------------------------------------------------------------------------------------------
Interest Sensitivity
- -----------------------------------------------------------------------------------------------
Fixed Variable
Rate Rate
- -----------------------------------------------------------------------------------------------
Due after one but within five years ........... $ 360,821 $1,312,467
Due after five years .......................... 117,214 188,458
- -----------------------------------------------------------------------------------------------
$ 478,035 $1,500,925
===============================================================================================
SUMMARY OF LOAN LOSS EXPERIENCE
The following is a summary of activity in the reserve for loan losses:
- ------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31
- ------------------------------------------------------------------------------------------------------------------------------
($ in thousands) 1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------
Balance of reserve for
loan losses
at beginning of period .................. $ 130,347 $ 126,557 $ 146,097 $ 167,505 $ 172,958
Addition due to purchase
transactions ............................ 3,035 - 479 6,413 726
Transfer due to securitizations ........... (182) - - - -
Loans charged off:
Commercial, financial,
and agricultural ...................... (53,427) (11,262) (11,420) (6,137) (6,287)
Real estate - construction .............. (7) (151) (50) (76) (14)
Real estate - mortgage .................. (3,995) (4,404) (5,392) (2,697) (5,229)
Consumer ................................ (22,988) (24,917) (29,294) (27,411) (14,775)
Lease financings ........................ (172) - - - -
All other ............................... (2,777) (154) (261) (339) (72)
- ------------------------------------------------------------------------------------------------------------------------------
Total loans charged off ............... (83,366) (40,888) (46,417) (36,660) (26,377)
Recoveries of loans
previously charged off:
Commercial, financial,
and agricultural ...................... 4,154 3,031 3,854 6,915 7,991
Real estate - construction .............. 292 470 103 138 235
Real estate - mortgage .................. 6,618 6,542 8,647 5,357 5,873
Consumer ................................ 7,326 7,120 10,118 7,890 5,252
All other ............................... 48 289 243 426 114
- ------------------------------------------------------------------------------------------------------------------------------
Total recoveries ...................... 18,438 17,452 22,965 20,726 19,465
- ------------------------------------------------------------------------------------------------------------------------------
Net loans charged off ..................... (64,928) (23,436) (23,452) (15,934) (6,912)
Additions to reserve
charged to operating
expense ................................. 87,800 27,226 3,433 (11,887) 733
- ------------------------------------------------------------------------------------------------------------------------------
Balance at end of period .................. $ 156,072 $ 130,347 $ 126,557 $ 146,097 $ 167,505
==============================================================================================================================
Ratio of net charge-offs
to average loans outstanding ............ 0.62% 0.26% 0.31% 0.26% 0.14%
==============================================================================================================================
ALLOCATION OF RESERVE FOR LOAN LOSSES
The reserve for loan losses has been allocated according to the amount
deemed to be reasonably necessary to provide for probable credit losses inherent
in the loan portfolio within the categories of loans set forth in the table
below. See "Reserve and Provision for Loan Losses" in Management's Discussion
and Analysis of Financial Condition and Results of Operations in the Company's
Annual Report for a discussion of the factors which influence management's
judgment in determining the adequacy of the reserve for loan losses.
- ------------------------------------------------------------------------------------------------------
($ in thousands) .............. 1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------
Reserve at end of period:
Commercial, financial and
agricultural (1) ........ $ 46,136 $ 27,797 $ 19,024 $ 18,823 $ 33,135
Real estate - construction.. 1,419 952 718 698 675
Real estate - mortgage ..... 21,783 13,709 18,511 22,280 43,506
Consumer ................... 47,234 50,215 53,464 63,646 36,681
Unallocated ................ 39,500 37,674 34,840 40,650 53,508
- ------------------------------------------------------------------------------------------------------
$156,072 $130,347 $126,557 $146,097 $167,505
======================================================================================================
- ----------------
(1) Includes lease financings
MATURITIES OF LARGE-DENOMINATION CERTIFICATES OF DEPOSIT
The following table shows large-denomination certificates of deposit as of
December 31, 1999 by remaining maturity.
- --------------------------------------------------------------------------
($ in thousands) Domestic Foreign
- --------------------------------------------------------------------------
3 months or less .................. $ 985,727 $ 362,723
Over 3 months through 6 months..... 393,643 -
Over 6 months through 12 months.... 512,819 -
Over 12 months through 5 years..... 181,266 -
Over 5 years ...................... 12,517 -
- --------------------------------------------------------------------------
Total ........................ $2,085,972 $ 362,723
==========================================================================
FORWARD-LOOKING STATEMENTS
Statements in this Report Form 10-K that are not historical facts should be
considered forward-looking statements with respect to the Company.
Forward-looking statements of this type speak only as of the date of this 10-K.
By nature, forward-looking statements involve inherent risk and uncertainties.
Various factors, including, but not limited to, economic conditions, asset
quality, interest rates, loan demand and changes in the assumptions used in
making the forward-looking statements, could cause actual results to differ
materially from those contemplated by the forward-looking statements.
ITEM 2. PROPERTIES
The Company's executive offices are located in downtown New Orleans,
Louisiana, in the downtown branch office of Hibernia National Bank. The Company
leases its main office building and operations center under the terms of
sale/leaseback agreements. The Company and the Bank consider all properties
owned or leased to be suitable and adequate for their intended purposes and
consider the terms of existing leases to be fair and reasonable.
On December 31, 1999 the Company reported miscellaneous property with a net
book value of $11,907,000. These properties include $7,710,000 of properties
acquired from borrowers either as a result of foreclosures or voluntarily in
full or partial satisfaction of indebtedness previously contracted and
$4,197,000 of duplicate or excess bank-owned premises. See "Asset Quality" in
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the Registrant's Annual Report for a further discussion of these
properties.
ITEM 3. LEGAL PROCEEDINGS
The Company and the Bank are parties to certain pending legal proceedings
arising from matters incidental to their business. Management is of the opinion
that these actions will not have a material effect on the financial condition,
results of operations, or liquidity of the Company.
ITEM X. IDENTIFICATION OF EXECUTIVE OFFICERS
Each executive officer of the Company holds his or her position until the
earlier of (a) their removal or resignation from office, (b) their successor is
appointed by the Board of Directors, or (c) such time that the Board no longer
deems their position to be that of an executive officer.
J. HERBERT BOYDSTUN, 54, Chairman of the Southwest Region of the Company
and Hibernia National Bank, assumed those responsibilities in 1996. Mr. Boydstun
is also responsible for the Company's operations in Southeast Texas. Mr.
Boydstun served as Southcentral/Northeast Regional Chairman from 1995 to 1996
and as Northeast Regional Chairman from August 1994 until 1995. Mr. Boydstun
also serves on the Boards of Directors of the Company and Hibernia National
Bank.
E.R. "BO" CAMPBELL, 58, is Vice Chairman of the Board of Directors of the
Company and Hibernia National Bank. Mr. Campbell also served on the Board of
Directors of Hibernia National Bank of Texas, and as its Chairman during a
portion of 1998, until that bank was merged into Hibernia National Bank. Mr.
Campbell served as Northern Regional Chairman of the Company and Hibernia
National Bank from January 1995 until 1997.
K. KIRK DOMINGOS III, 58, Senior Executive Vice President/Retail Arena and
Technology of the Company and Hibernia National Bank, assumed those
responsibilities in September 1997. Mr. Domingos is responsible for the consumer
and business banking product lines and various business lines, primarily
consumer related. He also has responsibility for certain administrative
functions of the Company. Mr. Domingos has been employed by the Company and/or
its subsidiaries since August 1975 and assumed the position of Senior Executive
Vice President responsible for Support Services in August 1994 and the position
of Executive Vice President and Administrative Executive of Hibernia National
Bank in August 1991.
B.D. FLURRY, 58, serves as Chairman of the Northern Region for the Company
and Hibernia National Bank, a position he assumed in 1997 and which includes
responsibility for the Company's operations in Northeast Texas. Mr. Flurry also
served on the Board of Directors of Hibernia National Bank of Texas until that
bank was merged into Hibernia National Bank. From January 1995 until 1997, Mr.
Flurry served as the president of the Northern Region for the Company and
Hibernia National Bank. Mr. Flurry assumed primary responsibility for oversight
of the Northeast Texas market at year-end 1996.
MARSHA M. GASSAN, 47, serves as Senior Executive Vice President and Chief
Financial Officer of the Company and Hibernia National Bank, positions which she
assumed in April 1996. During 1998 and a portion of 1999, Ms. Gassan also served
as Treasurer of the Company and Hibernia National Bank. Prior to April 1996, Ms.
Gassan served as Executive Vice President, General Auditor and manager of Credit
Risk Management of the Company and Hibernia National Bank (from 1994 to 1996),
and as Senior Vice President and manager of Credit Risk Management (from 1992 to
1994).
STEPHEN A. HANSEL, 52, serves as President and Chief Executive Officer of
the Company and Hibernia National Bank, positions which he assumed in March
1992. Mr. Hansel also serves on the Boards of Directors of the Company and
Hibernia National Bank.
RUSSELL S. HOADLEY, 55, serves as Executive Vice President/Employee and
Public Relations for the Company and Hibernia National Bank, a position he
assumed in 1994. From the time he joined the Company in July 1993 until his
promotion in 1994, Mr. Hoadley served as Senior Vice President/Public Affairs
and Marketing for the Company.
RANDALL E. HOWARD, 52, serves as Chairman of the Southeast Region for the
Company and Hibernia National Bank. Mr. Howard has served in that position since
February 1998. Prior to that time, from 1987 to February 1998, Mr. Howard served
as President and Chief Executive Officer of ArgentBank, a Louisiana banking
association headquartered in Thibodaux, Louisiana, which was merged with and
into the Company in early 1998.
SCOTT P. HOWARD, 52, serves as Senior Executive Vice President/Commercial
Arena for the Company and Hibernia National Bank and has served in that position
since March 1996. From May 1992 until March 1996, Mr. Howard served as Executive
Vice President/Corporate and International Banking for Hibernia National Bank.
RONALD E. SAMFORD, JR., 47, serves as Executive Vice President and
Controller of the Company and Hibernia National Bank and Chief Accounting
Officer of the Company, which positions he has held since November 1992.
RICHARD G. WRIGHT, 50, serves as Senior Executive Vice President and Chief
Credit Officer of the Company, a position which he assumed in March 1996. Mr.
Wright is also responsible for credit services, which includes loan operations.
From August 1994 until March 1996, Mr. Wright served as Executive Vice
President/Credit Policy and Analysis of Hibernia National Bank, and from the
time he joined the Company in May 1992 until August 1994, he served as Senior
Vice President in the Credit and Asset Quality area of Hibernia National Bank.
Part IV
ITEM 14. EXHIBITS
EXHIBIT DESCRIPTION
3.1 Exhibit 3.1 to the Quarterly Report on Form 10-Q (as amended) for the
fiscal quarter ended June 30, 1998, filed with the Commission by the
Registrant (Commission File No. 0-7220) is hereby incorporated by
reference (Articles of Incorporation of the Registrant, as amended to
date)
3.2 Exhibit 3.2 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby incorporated by reference (By-
Laws of the Registrant, as amended to date)
10.13 Exhibit 10.13 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby incorporated by reference
(Deferred Compensation Plan for Outside Directors of Hibernia
Corporation and its Subsidiaries, as amended to date)
10.14 Exhibit 10.14 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby incorporated by reference
(Hibernia Corporation Executive Life Insurance Plan)
10.16 Exhibit 4.7 to the Registration Statement on Form S-8 filed with the
Commission by the Registrant (Registration No. 33-26871) is hereby
incorporated by reference (Hibernia Corporation 1987 Stock Option Plan,
as amended to date)
10.34 Exhibit C to the Registrant's definitive proxy statement dated August
17, 1992 relating to its 1992 Annual Meeting of Shareholders filed by
the Registrant with the Commission is hereby incorporated by reference
(Long-Term Incentive Plan of Hibernia Corporation)
10.35 Exhibit A to the Registrant's definitive proxy statement dated March
23, 1993 relating to its 1993 Annual Meeting of Shareholders filed by
the Registrant with the Commission is hereby incorporated by reference
(1993 Director Stock Option Plan of Hibernia Corporation)
10.36 Exhibit 10.36 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 filed with the Commission
(Commission file no. 0-7220) is hereby incorporated by reference
(Employment Agreement between Stephen A. Hansel and Hibernia
Corporation)
10.38 Employment Agreement between E.R. "Bo" Campbell and Hibernia
Corporation
10.39 Exhibit 10.39 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(Employment Agreement between B.D. Flurry and Hibernia Corporation)
10.40 Exhibit 10.40 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(Split-Dollar Life Insurance Plan of Hibernia Corporation effective as
of July 1996)
10.41 Exhibit 10.41 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(Nonqualified Deferred Compensation Plan for Key Management Employees
of Hibernia Corporation effective as of July 1996)
10.42 Exhibit 10.42 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(Supplemental Stock Compensation Plan for Key Management Employees
effective as of July 1996)
10.43 Exhibit 10.43 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 filed with the Commission
(Commission No. 0-7220) is hereby incorporated by reference
(Nonqualified Target Benefit (Deferred Award) Plan of Hibernia
Corporation effective as of July 1996))
10.44 Exhibit 10.44 to the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1999 filed with the Commission
(Commission No. 0-7220) is hereby incorporated by reference (Form of
Change of Control Employment Agreement for Executive and Senior
Officers of the Registrant, as amended to date)
10.45 Exhibit 10.45 to the Registrant's Annual Report on Form 10-K (as
amended) for the fiscal year ended December 31, 1997 filed with the
Commission (Commission No. 0-7220) is hereby incorporated by reference
(Employment Agreement between Randall A. Howard and Hibernia
Corporation)
13 Exhibit 13 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 (1999 Annual Report to security
holders of Hibernia Corporation).
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
27 Financial Data Schedule
99.1 Exhibit 99.1 to the Annual Report on Form 10-K dated May 28, 1999
filed with the Commission is hereby incorporated by reference (Annual
Report of the Retirement Security Plan for the fiscal year ended
December 31, 1998)
99.2 Exhibit 99.2 to the Annual Report on Form 10-K dated May 28, 1999
filed with the Commission is hereby incorporated by reference (Annual
Report of the Employee Stock Ownership Plan and Trust for the fiscal
year ended December 31, 1998)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
HIBERNIA CORPORATION
(Registrant)
/s/ Stephen A. Hansel
Stephen A. Hansel, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on March 13, 2000, by the following persons on behalf of
the Registrant and in the capacities indicated.
/s/ Marsha M. Gassan /s/ Ronald E. Samford, Jr.
Marsha M. Gassan Ronald E. Samford, Jr.
Senior Executive Vice President Executive Vice President & Controller
Chief Financial Officer Chief Accounting Officer
Robert H. Boh*, Director Donald J. Nalty*, Director
J. Herbert Boydstun*, Director Ray B. Nesbitt*, Director
E.R. "Bo" Campbell*, Director William C. O'Malley*, Director
Richard W. Freeman, Jr.*, Director James R. Peltier*, Director
Stephen A. Hansel*, Director Robert T. Ratcliff*, Director
Dick H. Hearin*, Director Janee M. Tucker*, Director
Robert T. Holleman*, Director Virginia E. Weinmann*, Director
Elton R. King*, Director Robert E. Zetzmann*, Director
Sidney W. Lassen*, Director
*By: /s/ Gary L. Ryan
Gary L. Ryan
Attorney-in-fact