-----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, GTf4o6V+G4TFnFo5K+jk58LXg1vAmfrEYxgR6d5XAY0d//JMxWl9Q8nGTQIHBHaQ dFmGF6s6/DafvYhNbTXq/A== 0000047288-05-000230.txt : 20051117 0000047288-05-000230.hdr.sgml : 20051117 20051117161747 ACCESSION NUMBER: 0000047288-05-000230 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: OMALLEY WILLIAM C CENTRAL INDEX KEY: 0001197250 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10294 FILM NUMBER: 051212898 MAIL ADDRESS: STREET 1: 601 POYDRAS ST STREET 2: STE 1900 CITY: NEW ORLEANS STATE: LA ZIP: 7006 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 0001197250 OMALLEY WILLIAM C DIRECTOR TIDEWATER INC., 601 POYDRAS ST. NEW ORLEANS LA 70130 1 0 0 0 Common Stock 2005-11-16 4 D 0 78192 0 D 0 D Non-Qualified Stock Option (right to buy) 19.795 2005-11-16 4 D 0 1250 0 D 2012-04-18 Common Stock 1250 0 D Non-Qualified Stock Option (right to buy) 31.55 2005-11-16 4 D 0 5000 0 D 2005-04-21 2015-04-21 Common Stock 5000 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. Fully exercisable. This option expires November 16, 2006. 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. This option expires December 31, 2006. By: /s/ Cathy E. Chessin For: William C. O'Malley 2005-11-17 -----END PRIVACY-ENHANCED MESSAGE-----