UNITED STATES
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, 2002
Commission File Number 0-25756
IBERIABANK Corporation
(Exact name of registrant as specified in its charter)
Louisiana 72-1280718
_______________________________________________ __________________________
(State of incorporation or organization) (I.R.S. Employer
Identification Number)
200 West Congress Street, Lafayette, Louisiana 70501
_______________________________________________ __________________________
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (337) 521-4003
Securities registered pursuant of Section 12(b) of the Act: Not Applicable
Securities registered pursuant of Section 12(g) of the Act
Common Stock (par value $1.00 per share)
________________________________________
(Title of Class)
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant of
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 of this Form 10-K. [ X ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes X No
--- ---
As of June 30, 2002, the aggregate market value of the voting shares of
Common Stock held by non-affiliates of the Registrant was approximately $230.2
million. This figure is based on the closing sale price of $40.54 per share of
the Registrant's Common Stock on June 28, 2002.
Number of shares of Common Stock outstanding as of March 18, 2003: 6,689,762
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by reference and
the Part of the Form 10-K into which the document is incorporated: (1) portions
of the Annual Report to Stockholders for the fiscal year ended December 31, 2002
are incorporated into Part II, Items 5 through 8 of this Form 10-K; (2) portions
of the definitive proxy statement for the 2003 Annual Meeting of Stockholders to
be filed within 120 days of Registrant's fiscal year end are incorporated into
Part III, Items 9 through 13 of this Form 10-K.
PART 1.
ITEM 1. BUSINESS.
GENERAL
IBERIABANK Corporation (the "Company") is the bank holding company for
IBERIABANK (the "Bank") a wholly owned subsidiary, both headquartered in
Lafayette, Louisiana. The principal business of the Company is conducted through
the Bank, which is a Louisiana chartered commercial bank. The Bank operates 39
offices in its market areas located in south central Louisiana, north Louisiana
and the greater New Orleans area. The Bank provides a variety of financial
services to individuals and businesses throughout its service area. Primary
deposit products are checking, savings and certificate of deposit accounts and
primary lending products are consumer, commercial and mortgage loans. The Bank
also offers discount brokerage services through a wholly owned subsidiary and
insurance services to its clients through a joint venture between the Bank and a
Louisiana-based insurance agency. The Company's common stock trades on the
NASDAQ Stock Market under the symbol "IBKC." At December 31, 2002, the Company
had total assets of $1.6 billion, total deposits of $1.2 billion and
shareholders' equity of $139.6 million.
SUBSEQUENT EVENTS
On February 28, 2003, the Company completed its acquisition of Acadiana
Bancshares, Inc. ("Acadiana"), Louisiana based holding company of LBA Savings
Bank ("LBA"). LBA operates five branch offices serving Lafayette and New Iberia,
Louisiana. As consideration, the Company issued 981,821 shares of common stock
and paid approximately $9.8 million in cash to Acadiana shareholders. In
accordance with FAS No. 141, the transaction was accounted for as a purchase.
For further information, see Note 2 to the Consolidated Financial Statements and
the Company's Current Report filed on Form 8-K dated February 28, 2003.
SEGMENTS
The Company has evaluated its potential operating segments against the
criteria specified in Statement of Financial Accounting Standards No. 131,
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION, and has
determined that no operating segment disclosures are required in 2002, 2001 or
2000 because of the aggregation concepts in the Statement.
SUBSIDIARIES
The Bank has only one active, wholly owned subsidiary, Iberia Financial
Services, LLC. ("Iberia Services"). Through Iberia Services, the Bank offers
discount brokerage services. The brokerage services are provided through
ProEquities, Inc. At December 31, 2002, the Bank's equity investment in Iberia
Services was $5.2 million, and Iberia Services had total assets of $5.3 million.
The Bank is also engaged in a joint venture, IBERIABANK Insurance Services, LLC,
formed to offer insurance services to its clients.
COMPETITION
The Company faces strong competition both in attracting deposits and
originating loans. Its most direct competition for deposits has historically
come from other commercial banks, savings institutions and credit unions located
in its market areas, including many large financial institutions that have
greater financial and marketing resources available to them. In addition, during
times of high interest rates, the Company has faced additional significant
competition for investors' funds from short-term money market securities, mutual
funds and other corporate and government securities. The ability of the Company
to attract and retain savings deposits depends on its ability to generally
provide a rate of return, liquidity and risk comparable to that offered by
competing investment opportunities.
The Company experiences strong competition for loan originations
principally from other commercial banks, savings institutions and mortgage
banking companies. The Company competes for loans principally through the
interest rates and loan fees it charges, the efficiency and quality of services
it provides borrowers and the convenient locations of its branch office network.
Competition may increase as a result of the continuing reduction of restrictions
on the interstate operations of financial institutions.
EMPLOYEES
The Company had 423 full-time employees and 59 part-time employees as
of December 31, 2002. None of these employees is represented by a collective
bargaining agreement. The Company believes that it enjoys excellent relations
with its personnel.
AVAILABLE INFORMATION
The Company's filings with the Securities and Exchange Commission
("SEC"), including annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and all amendments thereto, are available on the
Company's website as soon as reasonably practicable after the reports are filed
with or furnished to the SEC. Copies can be obtained free of charge in the
"Explore Us: Investor Relations and Stock Quotes" section of the Company's
website at www.iberiabank.com.
SUPERVISION AND REGULATION
GENERAL. 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"). The BHCA requires the Company to obtain
the prior approval of the Board of Governors of the Federal Reserve System
("FRB") for bank and non-bank acquisitions and prescribes certain limitations in
connection with acquisitions and the non-banking activities of the Company. The
Company, as a bank holding company, is subject to regulation and supervision by
the Board of Governors of the FRB. The Bank is subject to regular examination
and comprehensive regulation and supervision by the Office of Financial
Institutions of the State of Louisiana ("OFI"), which is the Bank's chartering
authority and primary regulator. The Bank is also subject to certain reserve
requirements established by the FRB and is a member of the Federal Home Loan
Bank ("FHLB") of Dallas, which is one of the 12 regional banks comprising the
FHLB System. Through June 30, 2002, the Bank was subject to regulation by the
Federal Deposit Insurance Corporation ("FDIC"). Effective July 1, 2002, the Bank
became subject to the regulations of the FRB upon becoming a member of this
governing body. The FDIC continues to insure the deposits of the Bank to the
maximum extent permitted by law (a maximum of $100,000 for each insured
depositor).
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.
SARBANES-OXLEY ACT OF 2002. On July 30, 2002, the President of the
United States signed the Sarbanes-Oxley Act of 2002 (the "SOX Act") into law.
The SOX Act provides for sweeping changes with respect to corporate governance,
accounting policies and disclosure requirements for public companies, and also
for their directors and officers. Section 302 of the SOX Act ("Corporate
Responsibility for Financial Reports") required the SEC to adopt new rules to
implement the requirements of the SOX Act. These requirements include new
financial reporting requirements and rules concerning corporate governance. New
SEC rules, effective August 29, 2002, require a reporting company's chief
executive and chief financial officers to certify certain financial and other
information included in the company's quarterly and annual reports. The rules
also require these officers to certify that they are responsible for
establishing, maintaining and regularly evaluating the effectiveness of the
company's disclosure controls and procedures; that they have made certain
disclosures to the auditors and to the audit committee of the board of directors
about the company's controls and procedures; and that they have included
information in their quarterly and annual filings about their evaluation and
whether there have been significant changes to the controls and procedures or
other factors which would significantly impact these controls subsequent
to their evaluation. Certifications by the Company's Chief Executive Officer and
Chief Financial Officer of the financial statements and other information are
included in this Annual Report on Form 10-K. See Item 14. - "Controls and
Procedures" hereof for the Company's evaluation of disclosure controls and
procedures. The certifications required by Section 906 of the SOX Act also
accompany this Form 10-K.
USA PATRIOT ACT. The President of the United States signed the USA
Patriot Act into law on October 26, 2001. The USA Patriot Act authorizes new
regulatory powers to combat international terrorism. The provisions that affect
financial institutions most directly are contained in Title III of the Act. In
general, Title III amends current law - primarily the Bank Secrecy Act - to
provide the federal government with enhanced authority to identify, deter, and
punish international money laundering and other crimes. Among other things, the
USA Patriot Act prohibits financial institutions from doing business with
foreign "shell" banks and requires increased due diligence for private banking
transactions and correspondent accounts for foreign banks. In addition,
financial institutions have to follow new minimum verification of identity
standards for all new accounts and are permitted to share information with law
enforcement authorities under circumstances that were not previously permitted.
These and other provisions of the USA Patriot Act became effective at varying
times and the Treasury Department and various federal banking agencies are
responsible for issuing regulations to implement the new law.
FINANCIAL MODERNIZATION LEGISLATION. The Gramm-Leach-Bliley Act of 1999
(the "GLB Act") includes a number of provisions intended to modernize and to
increase competition in the American financial services industry, including
authority for bank holding companies to engage in a wider range of nonbanking
activities. Under the GLB Act, a bank holding company that elects to become a
financial holding company may engage in any activity that the FRB, in
consultation with the Secretary of the Treasury, determines by regulation or
order is (i) financial in nature, (ii) incidental to any such financial
activity, or (iii) complementary to any such financial activity and does not
pose a substantial risk to the safety or soundness of depository institutions or
the financial system generally. The GLB Act specifies certain activities that
are deemed to be financial in nature, including lending, exchanging,
transferring, investing for others, or safeguarding money or securities;
underwriting and selling insurance; providing financial, investment, or economic
advisory services; underwriting, dealing in or making a market in, securities;
and any activity currently permitted for bank holding companies by the FRB. A
bank holding company may elect to be treated as a financial holding company only
if all depository institution subsidiaries of the holding company are and
continue to be well-capitalized and well-managed and have at least a
satisfactory rating under the Community Reinvestment Act.
National banks and state banks with requisite investment authority
under applicable state law are also authorized by the GLB Act to engage, through
"financial subsidiaries," in any activity that is permissible for a financial
holding company (as described above) and any activity that the Secretary of the
Treasury, in consultation with the FRB, determines is financial in nature or
incidental to any such financial activity, except (i) insurance underwriting,
(ii) real estate development or real estate investment activities (unless
otherwise permitted by law), (iii) insurance company portfolio investments and
(iv) merchant banking. The authority of a bank to invest in a financial
subsidiary is subject to a number of conditions, including, among other things,
requirements that the bank must be well-managed and well-capitalized (after
deducting from capital the bank's outstanding investments in financial
subsidiaries).
The GLB Act also adopts a number of consumer protections, including
provisions intended to protect privacy of bank customers' financial information
and provisions requiring disclosure of ATM fees imposed by banks on customers of
other banks.
At this time, the Company has not determined whether it will become a
financial holding company in order to utilize the expanded powers offered by the
GLB Act. The Bank believes that the GLB Act's financial subsidiary provisions
and consumer protections have not had a material impact on its operations.
FEDERAL TAXATION
The Company and the Bank are subject to the generally applicable
corporate tax provisions of the Internal Revenue Code (the "Code"), and the Bank
is subject to certain additional provisions of the Code which apply to financial
institutions. The Company, the Bank and all subsidiaries file a consolidated
federal income tax return on the basis of a fiscal year ending on December 31.
Retained earnings at December 31, 2002 and 2001 included approximately
$14.8 million accumulated prior to January 1, 1987 for which no provision for
federal income taxes has been made. If this portion of retained earnings is used
in the future for any purpose other than to absorb bad debts, it will be added
to future taxable income.
The net deferred tax asset at December 31, 2002 includes $16,197,000 of
future deductible temporary differences. Included is $11,526,000 related to book
deductions for the bad debt reserve that have not been deducted for tax
purposes.
STATE TAXATION
Louisiana does not permit the filing of consolidated income tax
returns. The Company is subject to the Louisiana Corporation Income Tax based on
its separate Louisiana taxable income, as well as a corporate franchise tax. The
Bank is not subject to the Louisiana income or franchise taxes. However, the
Bank is subject to the Louisiana Shares Tax which is imposed on the assessed
value of its stock. The formula for deriving the assessed value is to calculate
15% of the sum of (a) 20% of the Company's capitalized earnings, plus (b) 80% of
the Company's taxable stockholders' equity, and to subtract from that figure 50%
of the Company's real and personal property assessment. Various items may also
be subtracted in calculating a company's capitalized earnings. The Louisiana
shares tax expense is included in noninterest expenses.
ITEM 2. PROPERTIES.
As of December 31, 2002, the Company, through IBERIABANK, operates 39
offices in 3 areas of Louisiana. A total of 25 offices are owned and 14 are
leased. During 2002, two facilities, one in Morgan City and one in Monroe were
sold. The Company felt it was in its best interest to dispose of these
facilities.
ITEM 3. LEGAL PROCEEDINGS.
The Company is subject to certain claims and litigation arising in the
ordinary course of business. In the opinion of management, after consultation
with legal counsel, the ultimate disposition of these matters is not expected to
have a material effect on the consolidated financial position of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
EXECUTIVE OFFICERS
Set forth below is information with respect to the executive officers
of the Company and principal occupations and positions held for periods
including the last five years.
DARYL G. BYRD, age 48, serves as President and Chief Executive Officer
of the Company and the Bank. He has served in this capacity since July 1999,
with the exception of Chief Executive Officer of the Company to which position
he was promoted in July 2000. Prior to joining the Company, Mr. Byrd was
President and Chief Executive Officer of Bank One New Orleans Region from 1998
to 1999. Mr. Byrd was Executive Vice President of First Commerce Corporation in
charge of the commercial bank and mortgage banking groups from 1992 to 1998.
MICHAEL J. BROWN, age 39, serves as Senior Executive Vice President and
Chief Credit Officer of the Company and the Bank, positions he has held since
January 2001. Mr. Brown also serves as New Orleans Market President and
Commercial Segment Leader for the Bank. Mr. Brown was hired as Executive Vice
President in December 1999. Prior to joining the Company, Mr. Brown served in
several senior roles with Bank One Louisiana, including Chief Credit Officer
from 1998 to 1999. From 1996 to 1998, Mr. Brown served as Senior Vice President,
Manager of Credit and Client Services of First Commerce Corporation. Mr. Brown
is also a Chartered Financial Analyst.
JOHN R. DAVIS, age 42, serves as Senior Executive Vice President of
Finance and Retail Strategy of the Company and the Bank, positions he has held
since January 2001. Mr. Davis was hired as Executive Vice President and Chief
Strategic Officer in December 1999. Prior to joining the Company, Mr. Davis
served as Corporate Senior Vice President of Crestar Financial Corporation of
Virginia from 1997 to June 1999. From 1993 to 1997, Mr. Davis served as Senior
Vice President of First Commerce Corporation. Mr. Davis is also a Chartered
Financial Analyst.
GEORGE J. BECKER III, age 62, serves as Executive Vice President of
Corporate Operations and Corporate Secretary of the Company and the Bank,
positions he has held since March 2002. Mr. Becker was hired as Executive Vice
President and Northeast Louisiana Market President in December 1999. Prior to
joining the Company, Mr. Becker worked on special projects for Bank One
Corporation from 1998 to 1999. From 1991 to 1998, Mr. Becker served as Senior
Vice President of First Commerce Corporation. Mr. Becker is also a Certified
Public Accountant.
MARILYN W. BURCH, age 52, serves as Executive Vice President and Chief
Financial Officer of the Company and the Bank, positions she has held since
January 2001. Ms. Burch was hired as Senior Vice President and Controller in
October 1999. Prior to joining the Company, Ms. Burch served as Senior Vice
President and Controller of First National Bank of Lafayette, a subsidiary of
First Commerce Corporation, from 1985 to 1997. Ms. Burch is also a Certified
Public Accountant.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information required herein, to the extent applicable, is
incorporated by reference on page 64 of the Registrant's 2002 Annual Report to
Stockholders (the "Annual Report").
ITEM 6. SELECTED FINANCIAL DATA.
The information required herein is incorporated by reference from pages
16 and 17 of the Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required herein is incorporated by reference from pages
18 through 33 of the Annual Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
The information required herein is incorporated by reference from page
31 of the Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required herein is incorporated by reference from pages
34 through 60 of the Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not Applicable.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required herein is incorporated by reference from the
Registrant's definitive proxy statement for the 2003 Annual Meeting of
Stockholders (the "Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION.
The information required herein is incorporated by reference from the
Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required herein is incorporated by reference from the
Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required herein is incorporated by reference from the
Proxy Statement.
ITEM 14. CONTROLS AND PROCEDURES.
Within the 90-day period prior to the filing of this report, an
evaluation of the effectiveness of the Company's disclosure controls and
procedures was carried out under the supervision, and with the participation of,
the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). Based
on that evaluation, the CEO and CFO have concluded that the Company's disclosure
controls and procedures are effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms. Subsequent to the date of their evaluation, there were no significant
changes in the Company's internal controls or in other factors that could
significantly affect the disclosure controls, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports filed by the Company under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms. Disclosure controls are also
designed with the objective of ensuring that such information is accumulated and
communicated to the Company's management, including the CEO and the CFO, as
appropriate, to allow timely decisions regarding required disclosures.
Disclosure controls include internal controls that are designed to provide
reasonable assurance that transactions are properly authorized, assets are
safeguarded against unauthorized or improper use and transactions are properly
recorded and reported.
Any control system, no matter how well conceived and operated, can
provide only reasonable assurance that its objectives are achieved. The design
of a control system inherently has limitations, including the controls' cost
relative to their benefits. Additionally, controls can be circumvented. No
cost-effective control system can provide absolute assurance that all control
issues and instances of fraud, if any, will be detected.
PART IV.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents Filed as Part of this Report.
(1) The following financial statements are incorporated by reference
from Item 8 hereof (see Exhibit No. 13):
Report of Independent Auditors.
Consolidated Balance Sheets as of December 31, 2002 and 2001.
Consolidated Statements of Income for the Years Ended December 31,
2002, 2001 and 2000.
Consolidated Statements of Shareholders' Equity for the Years
Ended December 31, 2002, 2001 and 2000.
Consolidated Statements of Cash Flows for the Years Ended December
31, 2002, 2001 and 2000.
Notes to Consolidated Financial Statements.
(2) All schedules for which provision is made in the applicable
accounting regulation of the SEC are omitted because of the
absence of conditions under which they are required or because the
required information is included in the consolidated financial
statements and related notes thereto.
(3) The following exhibits are filed as part of this Form 10-K, and
this list includes the Exhibit Index.
EXHIBIT INDEX
Exhibit No. 3.1 ARTICLES OF INCORPORATION, AS AMENDED - incorporated
herein by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.
Exhibit No. 3.2 BYLAWS OF THE COMPANY, AS AMENDED - incorporated herein
by reference to Exhibit 3.1 to Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
2001.
Exhibit No. 4.1 STOCK CERTIFICATE - incorporated herein by reference to
Registration Statement on Form S-8 (File No. 33-93210).
Exhibit No. 10.1 EMPLOYEE STOCK OWNERSHIP PLAN - incorporated herein
by reference to Registration Statement on Form S-1 (File
No. 33-96598).
Exhibit No. 10.2 PROFIT SHARING PLAN AND TRUST - incorporated herein by
reference to Registration Statement on Form S-8 (File No.
33-93210).
Exhibit No. 10.3 EMPLOYMENT AGREEMENT WITH DARYL G. BYRD, AS AMENDED AND
RESTATED - incorporated herein by reference to Exhibit
10.4 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001.
Exhibit No. 10.4 INDEMNIFICATION AGREEMENTS WITH DARYL G. BYRD AND MICHAEL
J. BROWN - incorporated herein by reference to Exhibit
10.5 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000.
Exhibit No. 10.5 SEVERANCE AGREEMENT WITH MICHAEL J. BROWN AND JOHN R.
DAVIS - incorporated herein by reference to Exhibit 10.6
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.
Exhibit No. 10.6 SEVERANCE AGREEMENT WITH MARILYN W. BURCH AND GEORGE J.
BECKER III - incorporated herein by reference to Exhibit
10.7 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000.
Exhibit No. 10.7 1996 STOCK OPTION PLAN - incorporated herein by
reference to Exhibit 10.1 to Registration Statement on
Form S-8 (File No. 333-28859).
Exhibit No. 10.8 1999 STOCK OPTION PLAN - incorporated herein by reference
to Registrant's definitive proxy statement dated March
19, 1999.
Exhibit No. 10.9 RECOGNITION AND RETENTION PLAN - incorporated herein
by reference to Registrant's definitive proxy statement
dated April 16, 1996.
Exhibit No. 10.10 SUPPLEMENTAL STOCK OPTION PLAN - incorporated herein by
reference to Exhibit 10.10 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1999.
Exhibit No. 10.11 2001 INCENTIVE COMPENSATION PLAN - incorporated herein
by reference to Exhibit 10.1 to Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
2001.
Exhibit No. 10.12 AGREEMENT AND PLAN OF MERGER, DATED SEPTEMBER 22, 2002,
BY AND BETWEEN THE REGISTRANT AND ACADIANA BANCSHARES,
INC. - incorporated herein by reference to Exhibit 2.1 to
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2002.
Exhibit No. 21 SUBSIDIARIES OF THE REGISTRANT - reference is made to
"Item 1. Business" for the required information.
Exhibit No. 23 CONSENT OF CASTAING, HUSSEY & Lolan, LLC.
Exhibit No. 99 AUDIT COMMITTEE CHARTER -incorporated herein by reference
to Registrant's definitive proxy statement dated April 2,
2003.
(b) Reports on Form 8-K.
(1) Current Report on Form 8-K dated October 18, 2002, reporting (i)
under Item 7, a copy of a Press Release dated October 18, 2002,
with respect to the Registrant's unaudited financial results for
the third quarter and nine months ended September 30, 2002; and
(ii) under Item 9, confirmation of guidance of $2.93 to $2.98 per
fully diluted earnings per share for fiscal 2002, and disclosure
of issuance of FAS 147 by the Financial Accounting Standards
Board.
(2) Current Report on Form 8-K dated November 15, 2002, reporting (i)
under Item 5, the issuance of $10.0 million of trust preferred
securities and the intended use of a portion of the proceeds; and
(ii) under Item 7, a copy of the Press Release dated November 18,
2002, announcing the issuance of the trust preferred securities.
(3) Current Report on Form 8-K dated December 17, 2002, reporting (i)
under Item 5, the declaration of a quarterly dividend of $0.20 per
share; and (ii) under Item 7, a copy of the Press Release dated
December 17, 2002, announcing the declaration of the dividend.
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.
IBERIABANK CORPORATION
Date: March 27, 2003 By: /s/ Daryl G. Byrd
__________________________
President/CEO and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dated indicated.
NAME TITLE DATE
/s/ Daryl G. Byrd President, Chief Executive March 27, 2003
_________________________________ Officer and Director
Daryl G. Byrd
(Principal Executive Officer)
/s/ Marilyn W. Burch Executive Vice President March 27, 2003
_________________________________ and Chief Financial
Marilyn W. Burch Officer
(Principal Financial and
Accounting Officer)
/s/ Elaine D. Abell Director March 27, 2003
_________________________________
Elaine D. Abell
/s/ Harry V. Barton, Jr. Director March 27, 2003
_________________________________
Harry V. Barton, Jr.
/s/ Ernest P. Breaux, Jr. Director March 27, 2003
_________________________________
Ernest P. Breaux, Jr.
/s/ Cecil C. Broussard Director March 27, 2003
_________________________________
Cecil C. Broussard
/s/ John N. Casbon Director March 27, 2003
_________________________________
John N. Casbon
/s/ William H. Fenstermaker Director March 27, 2003
_________________________________
William H. Fenstermaker
/s/ Larrey G. Mouton Director March 27, 2003
_________________________________
Larrey G. Mouton
/s/ Jefferson G. Parker Director March 27, 2003
_________________________________
Jefferson G. Parker
/s/ E. Stewart Shea III Director March 27, 2003
_________________________________
E. Stewart Shea III
CERTIFICATIONS
SECTION 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
I, Daryl G. Byrd, President and Chief Executive Officer of IBERIABANK
Corporation, certify that:
1. I have reviewed this annual report on Form 10-K of IBERIABANK
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 27, 2003 /s/ Daryl G. Byrd
______________ _____________________________________
Daryl G. Byrd
President and Chief Executive Officer
SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Marilyn W. Burch, Executive Vice President and Chief Financial Officer of
IBERIABANK Corporation, certify that:
1. I have reviewed this annual report on Form 10-K of IBERIABANK
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 27, 2003 /s/ Marilyn W. Burch
______________ __________________________
Marilyn W. Burch
Executive Vice President and Chief
Financial Officer