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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, 1998 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 26, 1999.
Class A Common Stock, no par value $2,417,163,003
State the aggregate number of shares outstanding of each of
the Registrant's classes of common stock as of February 26, 1999.
Class A Common Stock, no par value - 156,527,049
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's annual report to shareholders for the year ended
December 31, 1998 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, 1998, 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 from
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,
1998 and 1997 ***
Consolidated Income Statements - Years
Ended December 31, 1998, 1997 and 1996 ***
Consolidated Statements of Changes in
Shareholders' Equity - Years Ended
December 31, 1998, 1997 and 1996 ***
Consolidated Statements of Cash Flows - Years
Ended December 31, 1998, 1997 and 1996 ***
Notes to Consolidated Financial Statements ***
(b) Reports on Form 8-K **
Item 5 Other Event December 1, 1998
Item 5 Other Event December 4, 1998
Item 5 Other Event March 11, 1999
(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.
(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, 1998; 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 or Hibernia) is a bank holding company
organized in 1972 and, as of December 31, 1998, was the largest publicly traded
bank holding company headquartered in Louisiana with assets of $14.0 billion and
deposits of $10.6 billion. In 1998, the Company operated two wholly owned bank
subsidiaries: Hibernia National Bank and Hibernia National Bank of Texas.
Hibernia National Bank was chartered in Louisiana in 1933 and Hibernia National
Bank of Texas, formerly The Texarkana National Bank, was chartered in 1887.
Effective January 1, 1999, Hibernia National Bank of Texas was merged with and
into Hibernia National Bank (the Bank) resulting in one bank in all markets. In
addition to the bank subsidiary, the Company also owns two nonbank subsidiaries,
Hibernia Capital Corporation (HCC) and Zachary Taylor Life Insurance Company
(Zachary Taylor). HCC is a licensed Small Business Investment Company formed in
1995 to provide equity capital and long-term loans to small businesses. Zachary
Taylor is currently inactive, and the Company has an agreement with the Federal
Reserve Bank of Atlanta whereby the Company will not actively operate this
subsidiary as an insurance company without Federal Reserve Board approval.
As of December 31, 1998 the Company operated 238 banking locations in 33
Louisiana parishes and nine Texas counties and a mortgage loan introduction and
brokerage services office in the southwestern part of Mississippi. During 1998,
the Company completed mergers with four financial institutions with combined
assets of $1.4 billion and 37 offices. Since the beginning of 1994, 21 mergers
have been completed involving 23 banks with combined assets of $5.1 billion and
158 offices. Four mergers completed in 1998, two mergers in 1997, three mergers
in 1996 and all mergers completed in 1995 and 1994 were accounted for as
poolings of interests. Two additional mergers completed in 1996 were accounted
for as purchase transactions.
The Company offers a broad array of financial products and services,
including consumer, small business, commercial, international, mortgage and
private banking; leasing; venture capital; corporate finance; treasury
management; trust and investment management; brokerage; and insurance.
The Company also 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, currency and commodity
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. At December
31, 1998, the Company performed mortgage servicing, which includes acceptance
and application of mortgage loan and escrow payments, for over 54,000
residential loans.
In addition, the Company offers a variety of agency, fiduciary, investment
advisory, employee benefit and custodial services. Hibernia National Bank
through Hibernia Insurance Agency, L.L.C. sells fixed annuities and life,
health, disability, automobile, homeowner and commercial property and casualty
insurance in retail markets. The Company also provides retail and discount
brokerage services through a wholly owned subsidiary of Hibernia National Bank,
Hibernia Investment Securities, Inc. (HISI). HISI is a registered broker-dealer
and member of the National Association of Securities Dealers, Inc.
The reserve for possible loan losses is comprised of specific reserves
(assessed for each loan that is impaired or for which a probable loss has been
identified), general reserves and an unallocated reserve. The Company evaluates
its reserve for possible loan losses to establish the reserve at a level that is
adequate to absorb loan losses inherent in the loan portfolio. Reserves on
impaired loans are based on discounted cash flows using the loan's initial
effective interest rate 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
such as risk rating, industry concentration and loan type, with the most recent
charge-off experience weighted more heavily. The unallocated reserve generally
serves to compensate for the uncertainty in estimating loan losses, including
the possibility of improper risk ratings and specific reserve allocations. The
reserve also considers trends in delinquencies and nonaccrual loans as well as
the evolving portfolio mix in terms of collateral, relative loan size and the
degree of seasoning in the various loan products.
The methodology used to perform the 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
allocated and the unallocated reserves. The historical loss ratios, which are
one of the key factors in this analysis, are updated quarterly and are weighted
more heavily for recent charge-off experience. See "Reserve and Provision for
Possible 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 possible 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
and governmental agencies. These competitors are actively engaged in marketing
various types of loans, commercial paper, short-term obligations, investments
and other services.
SUPERVISION AND REGULATION
The banking industry is extensively regulated under both federal and state
law. The Company is subject to regulation under the Bank Holding Company Act of
1956 (BHCA) and to supervision by the Board of Governors of the Federal Reserve
System (FRB). The BHCA requires the Company to obtain the prior approval of the
FRB for bank and non-bank acquisitions and prescribes certain limitations in
connection with acquisitions and the non-banking activities of the Company. The
Bank is subject to regulation and examination by the Office of the Comptroller
of the Currency (OCC).
The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA)
further expanded the regulatory and enforcement powers of bank regulatory
agencies. Among the significant provisions of FDICIA is the requirement that
bank regulatory agencies prescribe standards relating to internal controls,
information systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, compensation, fees and benefits. FDICIA mandates annual
examinations of banks by their primary regulators.
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.
HISI is regulated by the Securities and Exchange Commission, the National
Association of Securities Dealers, Inc., and the Louisiana Office of Financial
Institutions through the Deputy Commissioner of Securities. HCC is regulated by
the Small Business Administration. Zachary Taylor is regulated by the Louisiana
Commissioner of Insurance. The Louisiana Commissioner of Insurance also
regulates the licensing of Hibernia Insurance Agency, L.L.C. and those persons
engaged in the sale of insurance products. The Texas Commissioner of Insurance
performs a similar function in Texas, although the Bank is not currently engaged
in the types of activities regulated by the Texas Commissioner of Insurance
other than the sale of credit life insurance.
LOAN PORTFOLIO
The amounts and percentages of loans outstanding by type are as follows:
- -----------------------------------------------------------------------------------------------------------------------
($ in thousands) 1998 1997 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------
% of % of % of % of % of
Amount Total Amount Total Amount Total Amount Total Amount Total
- -----------------------------------------------------------------------------------------------------------------------
Commercial, financial
and agricultural $ 3,189,806 32% $2,503,807 30% $1,841,275 28% $1,380,517 26% $1,024,586 24%
Real estate - construction 167,542 2 110,203 1 85,809 1 48,767 1 60,953 1
Real estate - mortgage 4,508,621 45 3,853,570 47 3,105,126 46 2,503,025 47 2,154,577 50
Consumer 1,590,501 16 1,466,220 18 1,476,349 22 1,242,293 24 944,658 22
Lease financing 32,869 - 31,031 - 16,162 - - - - -
All other 516,843 5 321,661 4 213,659 3 110,440 2 105,017 3
- -----------------------------------------------------------------------------------------------------------------------
$10,006,182 100% $8,286,492 100% $6,738,380 100% $5,285,042 100% $4,289,791 100%
=======================================================================================================================
SELECTED LOAN MATURITIES
The following table shows selected categories of loans outstanding as of
December 31, 1998, 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 $1,016,184 $1,706,073 $467,549 $3,189,806
Real estate - construction 93,811 51,458 22,273 167,542
- ----------------------------------------------------------------------------------------
$1,109,995 $1,757,531 $489,822 $3,357,348
========================================================================================
- ----------------------------------------------------------------------------------------
Interest Sensitivity
- ----------------------------------------------------------------------------------------
Fixed Variable
Rate Rate
- ----------------------------------------------------------------------------------------
Due after one but within five years $359,853 $1,397,678
Due after five years 141,787 348,035
- ----------------------------------------------------------------------------------------
$501,640 $1,745,713
========================================================================================
SUMMARY OF LOAN LOSS EXPERIENCE
The following is a summary of activity in the reserve for possible loan
losses:
- -----------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31
- -----------------------------------------------------------------------------------------------------------------------------------
($ in thousands) 1998 1997 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------------------
Balance of reserve for
possible loan losses
at beginning of period $124,381 $143,566 $165,099 $171,454 $203,202
Addition due to purchase
transactions - 479 6,214 - -
Loans charged off:
Commercial, financial,
and agricultural (10,922) (11,107) (5,987) (6,103) (7,695)
Real estate - construction (151) (50) (76) (14) (54)
Real estate - mortgage (4,050) (5,304) (2,686) (5,159) (11,926)
Consumer (24,425) (28,874) (27,140) (14,659) (12,601)
All other (154) (261) (339) (72) (52)
- -----------------------------------------------------------------------------------------------------------------------------------
Total loans charged off (39,702) (45,596) (36,228) (26,007) (32,328)
Recoveries of loans
previously charged off:
Commercial, financial,
and agricultural 2,974 3,702 6,833 7,927 7,685
Real estate - construction 470 103 138 235 97
Real estate - mortgage 6,542 8,647 5,357 5,738 7,912
Consumer 7,022 10,089 7,854 5,222 4,612
All other 289 243 426 114 84
- -----------------------------------------------------------------------------------------------------------------------------------
Total recoveries 17,297 22,784 20,608 19,236 20,390
- -----------------------------------------------------------------------------------------------------------------------------------
Net loans charged off (22,405) (22,812) (15,620) (6,771) (11,938)
Additions to reserve
charged to operating
expense 26,000 3,148 (12,127) 416 (19,810)
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at end of period $127,976 $124,381 $143,566 $165,099 $171,454
===================================================================================================================================
Ratio of net charge-offs
to average loans outstanding 0.25% 0.31% 0.26% 0.14% 0.30%
===================================================================================================================================
ALLOCATION OF RESERVE FOR POSSIBLE LOAN LOSSES
The reserve for possible loan losses has been allocated according to the
amount deemed to be reasonably necessary to provide for the possibility of
losses being incurred within the categories of loans set forth in the table
below. See "Reserve and Provision for Possible Loan Losses" in Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's Annual Report to Shareholders for a discussion of the factors which
influence management's judgment in determining the adequacy of the reserve for
possible loan losses.
- ----------------------------------------------------------------------------------------------
($ in thousands) 1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------
Reserve at end of period:
Commercial, financial and
agricultural $ 27,466 $ 18,772 $ 18,508 $ 32,871 $ 43,735
Real estate - construction 839 627 626 632 1,239
Real estate - mortgage 12,653 17,526 21,170 42,441 57,729
Consumer 49,818 53,051 63,118 36,128 22,278
Not allocated 37,200 34,405 40,144 53,027 46,473
- ----------------------------------------------------------------------------------------------
$127,976 $124,381 $143,566 $165,099 $171,454
==============================================================================================
MATURITIES OF LARGE-DENOMINATION CERTIFICATES OF DEPOSIT
The following table shows large-denomination certificates of deposit as of
December 31, 1998 by remaining maturity.
- ------------------------------------------------------------------
($ in thousands) Domestic Foreign
- ------------------------------------------------------------------
3 months or less $ 963,507 $321,537
Over 3 months through 6 months 336,130 -
Over 6 months through 12 months 271,913 -
Over 12 months through 5 years 116,304 -
Over 5 years 21,901 -
- ------------------------------------------------------------------
Total $1,709,755 $321,537
==================================================================
RECENT DEVELOPMENTS
On March 11, 1999, Hibernia reported that it expected to add $18 million to
its planned $12 million loan loss provision in the first quarter of 1999,
bringing the total first-quarter loan loss provision to $30 million. The
increase is primarily related to one credit consisting of unsecured loans to a
large commercial customer which Hibernia has served with both lending and
deposit services for more than 25 years and which recently filed for bankruptcy
protection. Also affecting the loan loss provision is a loss on a loan made to a
company that experienced internal fraud. That loan had been placed on nonaccrual
status in the fourth quarter of 1998 and was disposed of completely through sale
and charge-off during the first quarter of 1999, as planned.
Hibernia further reported on March 11, 1999 that it expects to report
first-quarter earnings per share, assuming dilution, that are approximately
$0.10 lower than the $0.28 consensus estimate of analysts. This reduction
consists of approximately $0.03 per share for costs related to Hibernia's merger
with MarTex Bancshares, Inc. and approximately $0.07 per share for the
additional loan loss provision.
Hibernia also reported that looking ahead to additional March 31, 1999
results it believes that nonperforming assets could be up as much as $25 million
compared to December 31, 1998. Hibernia projects the reserve for possible loan
losses as a percentage of total loans to be approximately 1.44% at March 31,
1999, compared to 1.28% at year-end 1998 and 1.39% at March 31, 1998. Reserves
as a percentage of nonperforming loans are expected to total approximately 230%
at March 31, 1999, compared to 319% at year-end 1998 and 425% at March 31, 1998.
Consistent with its policy, at year-end 1998, Hibernia had no commercial loans
90 days or more past due that were not on nonaccrual status. Hibernia expects to
continue to adhere to this policy.
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, credit
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 banking 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, 1998 the Company reported miscellaneous property with a net
book value of $12,266,000. These properties include $9,618,000 of properties
acquired from borrowers either as a result of foreclosures or voluntarily in
full or partial satisfaction of indebtedness previously contracted and
$2,648,000 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 Company'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, 53, 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
joined the Company in August 1994 following the merger of First Bancorp of
Louisiana, Inc., a bank holding company headquartered in West Monroe, Louisiana,
with and into the Company. Mr. Boydstun served as President of First Bancorp and
as Chairman and Chief Executive Officer of First National Bank of West Monroe,
the primary national banking subsidiary of First Bancorp, from 1982 to 1994. Mr.
Boydstun also serves on the Boards of Directors of the Company and Hibernia
National Bank.
E.R. "BO" CAMPBELL, 57, 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. Mr. Campbell joined Hibernia in that
position following the merger of Pioneer Bancshares Corporation, a bank holding
company headquartered in Shreveport, Louisiana, with and into the Company. Mr.
Campbell served from 1992 to 1994 as Chairman of the Board of Pioneer Bancshares
and its Louisiana banking subsidiary, Pioneer Bank & Trust Company, and served
as President of Pioneer Bancshares from 1977 to 1992.
K. KIRK DOMINGOS III, 57, 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 various
retail lines of business and the overall 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, 57, 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. Prior to joining Hibernia, Mr. Flurry served as
President (from 1991 through 1994) of Pioneer Bank & Trust Company, a subsidiary
of Pioneer Bancshares Corporation, a bank holding company headquartered in
Shreveport, Louisiana that merged with and into Hibernia in January 1995. Mr.
Flurry assumed primary responsibility for oversight of the Northeast Texas
market at year-end 1996.
MARSHA M. GASSAN, 46, serves as Senior Executive Vice President, Chief
Financial Officer and Treasurer of the Company and Hibernia National Bank,
positions which she assumed in April 1996 (except for Treasurer, which she
assumed during 1998). 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, 51, 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, 54, 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. Prior to joining the Company, Mr. Hoadley served
as Vice President/Director of Corporate Communications for Barnett Banks, Inc.,
a bank holding company based in Jacksonville, Florida, which position he held
from 1988 to June 1993.
RANDALL E. HOWARD, 51, 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, 51, 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., 46, 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. Prior
to joining Hibernia, Mr. Samford served as Senior Vice President and Chief
Accounting Officer of TeamBank, a bank headquartered in Forth Worth, Texas from
August 1990 to November 1992.
RICHARD G. WRIGHT, 49, serves as Senior Executive Vice President and Chief
Credit Officer of the Company, a position which he assumed in March 1996. 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 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 Exhibit 10.38 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 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 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
(Form of Change of Control Employment Agreement for Executive and
Senior Officers of the Registrant)
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, 1998 (1998 Annual Report to security
holders of Hibernia Corporation).
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
24 Powers of Attorney
27 Financial Data Schedule
99.1 Exhibit 99.1 to the Annual Report on Form 10-K dated June 24, 1998
filed with the Commission is hereby incorporated by reference (Annual
Report of the Retirement Security Plan for the fiscal year ended
December 31, 1997)
99.2 Exhibit 99.2 to the Annual Report on Form 10-K dated June 24, 1998
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, 1997)
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 17, 1999, 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