-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SDuWycZuaJVnRFUz+BkMSXlCw3hHFBRfpa6aAusN8TSRAe1BvEj9+xjV+fGCQFme 09djPDc21pFmkiTILYDHOg== 0000047288-05-000218.txt : 20051117 0000047288-05-000218.hdr.sgml : 20051117 20051117160623 ACCESSION NUMBER: 0000047288-05-000218 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051116 FILED AS OF DATE: 20051117 DATE AS OF CHANGE: 20051117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOYDSTUN J HERBERT CENTRAL INDEX KEY: 0001226697 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10294 FILM NUMBER: 051212799 BUSINESS ADDRESS: STREET 1: HIBERNIA CORP. STREET 2: P.O. BOX 61540 CITY: NEW ORLEANS STATE: LA ZIP: 70161 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HIBERNIA CORP CENTRAL INDEX KEY: 0000047288 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 720724532 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 313 CARONDELET ST CITY: NEW ORLEANS STATE: LA ZIP: 70130 BUSINESS PHONE: 5045335333 4 1 edgardoc.xml PRIMARY DOCUMENT X0202 4 2005-11-16 0 0000047288 HIBERNIA CORP HIB 0001226697 BOYDSTUN J HERBERT PRESIDENT & CEO HIBERNIA NATIONAL BANK P.O. BOX 61540 NEW ORLEANS LA 70161 1 1 0 0 President and CEO Common Stock 2005-11-16 4 D 0 454686 0 D 0 D Common Stock 2005-11-16 4 D 0 2500 0 D 0 I by Daughter Common Stock 2005-11-16 4 D 0 2500 0 D 0 I by Daughter 2 Common Stock 2005-11-16 4 D 0 3560.1975 0 D 0 I by ESOP Common Stock 2005-11-16 4 J 0 50.5796 0 A 7632.1542 I by Ret Security Plan Common Stock 2005-11-16 4 D 0 7632.1542 0 D 0 I by Ret Security Plan Common Stock 2005-11-16 4 D 0 2500 0 D 0 I by Son Non-Qualified Stock Option (right to buy) 17.995 2005-11-16 4 D 0 31250 0 D 2012-01-28 Common Stock 31250 0 D Non-Qualified Stock Option (right to buy) 18.525 2005-11-16 4 D 0 75000 0 D 2013-01-27 Common Stock 75000 0 D Non-Qualified Stock Option (right to buy) 23.23 2005-11-16 4 D 0 130000 0 D 2014-01-26 Common Stock 130000 0 D Non-Qualified Stock Option (right to buy) 26.35 2005-11-16 4 D 0 130000 0 D 2015-01-24 Common Stock 130000 0 D Phantom Stock 2005-11-16 4 D 0 6458.2893 0 D Common Stock 6458.2893 0 D Pursuant to the Agreement and Plan of Merger, dated as of March 6, 2005, as amended by Amendment No. 1, dated as of September 6, 2005 (the "Merger Agreement"), between Capital One Financial Corporation ("Capital One") and Hibernia Corporation ("Hibernia"), at the effective time of the merger contemplated therein, each outstanding share of Hibernia's common stock was converted into the right to receive either .3792 of a share of Capital One common stock or $30.46 in cash, at each stockholder's election and subject to proration as described in the Merger Agreement. As a result of the proration calculations that have not yet been completed as of the date of this filing, it is not possible to determine the exact amount of merger consideration to be received by the reporting person for each share of Hibernia common stock disposed of in the merger. Capital One will issue a press release announcing the final merger consideration when it is determined. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Represents number of shares beneficially owned as of December 31, 2004, based on information from the plan record keeper. Exempt acquisition under tax conditioned plan. Represents number of shares beneficially owned as of November 16, 2005, based on information from the plan record keeper. Fully exercisable. Pursuant to the Merger Agreement, at the effective time of the merger contemplated therein, each outstanding option to purchase Hibernia common stock was converted to an option to purchase Capital One common stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of Hibernia options by .3792 and the exercise price was adjusted by dividing the Hibernia exercise price by .3792. 1 for 1 The units (which were allocated under a nonqualified deferred compensation plan) are to be settled in cash pursuant to the reporting person's payment election. Units are generally payable after termination of employment in the form of a single sum payment or installments over a period of not more than 20 years. Pursuant to the Merger Agreement, at the effective time of the merger contemplated therein, each phantom share unit was converted into a book entry account of a number of shares of Capital One common stock equal to the number of shares of Hibernia common stock credited to such book entry account immediately prior to the effective time multiplied by .3792. By: /s/ Cathy E. Chessin For: J. Herbert Boydstun 2005-11-17 -----END PRIVACY-ENHANCED MESSAGE-----