8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2002

IBERIABANK CORPORATION

(Exact name of Registrant as Specified in Charter)

Louisiana (State or Other Jurisdiction of Incorporation) 0-25756 (Commission File Number) 72-1280718 (I.R.S. Employer Identification No.)

1101 East Admiral Doyle Drive, New Iberia, Louisiana 70560

(Address of Principal Executive Offices)

(337) 365-2361

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Item 5.    Other Events

Acadiana Acquisition

On September 23, 2002, IBERIABANK Corporation (the “Company”) and Acadiana Bancshares, Inc. (“Acadiana”) announced that they would combine pursuant to an Agreement and Plan of Merger (the “Agreement”) dated as of September 23, 2002. The transaction, which was approved by the boards of directors of both companies, is subject to normal regulatory approvals and the approval of the shareholders of Acadiana.

In connection with the execution of the Agreement, the Company and Acadiana entered into an option agreement pursuant to which Acadiana granted the Company an option to purchase up to 4.9% of Acadiana’s shares, exercisable at $23.76 per share under certain circumstances.

The press release announcing approval of the Agreement is filed as Exhibit 99.1 to this Report and is incorporated herein by reference.

Quarterly Cash Dividend

On September 23, 2002, the Company announced the declaration of a quarterly cash dividend of $0.20 per share. The press release announcing the cash dividend is filed as Exhibit 99.2 to this Report and is incorporated herein by reference.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

Exhibit 99.1	Press Release dated September 23, 2002, announcing approval of the Agreement.
Exhibit 99.2	Press Release dated September 23, 2002, announcing declaration of cash dividend.
Exhibit 99.3	Presentation to the ST1/Robinson - Humphrey Conference, September 24, 2002.
Exhibit 99.4	Investor Presentation - Merger with Acadiana, September 23, 2002.

Item 9.    Regulation FD Disclosure

The Company’s presentation to the ST1/Robinson - Humphrey Conference, September 24, 2002, is attached to this Report as Exhibit 99.3 and is incorporated under Item 9 by reference.

The Company’s investor presentation regarding the merger with Acadiana, dated September 23, 2002, is attached to this Report as Exhibit 99.4 and is incorporated under Item 9 by reference.

SIGNATURES

Pursuant to the requirements 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
By:	/s/    DARYL G. BYRD
	Daryl G. Byrd President and Chief  Executive Officer

DATE: September 23, 2002

EX-99.1

                                                                    Exhibit 99.1

                               [IBERIABANK LOGO]

                              For Immediate Release

September 23, 2002


Contact:          Daryl G. Byrd, President and CEO
                  (337) 267-4458 (extension 4708)

                  John R. Davis, Senior Executive Vice President
                  (919) 676-7641

                     IBERIABANK Corporation Announces Merger
                         with Acadiana Bancshares, Inc.

         (Lafayette, LA) IBERIABANK Corporation (NASDAQ: IBKC), parent company
of IBERIABANK, and Acadiana Bancshares, Inc., ("Acadiana") parent company of LBA
Savings Bank ("LBA"), announced today the signing of a definitive agreement for
IBERIABANK Corporation to merge with Acadiana Bancshares, Inc.

         According to the agreement signed today, shareholders of Acadiana will
receive total consideration of $39.38 per outstanding share of Acadiana common
stock, subject to certain adjustments, in a combination of IBERIABANK
Corporation common stock and cash. At consummation, Acadiana shareholders will
receive $7.88 in cash per share of Acadiana common stock outstanding and the
balance in IBERIABANK Corporation common stock subject to certain adjustments.

         Based on IBERIABANK Corporation's closing stock price of $38.40 on
September 20, 2002, the transaction has an estimated total value of $52 million.
One time merger related charges are estimated to be in the range of $5 to $6
million. At this price, and exclusive of one-time merger-related charges, the
transaction is projected to be 1% to 2% accretive to IBERIABANK Corporation's
fully diluted earnings per share in years beginning January 1, 2003. In
addition, the transaction is anticipated to be accretive to cash earnings in the
range of 3% to 4% on an ongoing basis. On a combined basis, the Company's total
assets will exceed $1.8 billion.

         The transaction is expected to be consummated at the end of 2002 or
early 2003, subject to regulatory and Acadiana shareholder approval. Upon



completion of the merger, all four LBA offices in Lafayette and one in New
Iberia, will be merged into the IBERIABANK distribution system and operate under
the IBERIABANK name.

         "This merger is consistent with our long-range plan to deliver
exceptional value to our shareholders and our clients," says Daryl Byrd,
President and Chief Executive Officer of IBERIABANK Corporation. "We plan to
carry out this initiative in the same thoughtful manner in which we have grown
our franchise for the past three years. We are proud to bring together two
relatively large organizations in the same vibrant market. Our ability to
consolidate the operations at our companies will also deliver excellent value to
Acadiana shareholders and is projected to be accretive to IBERIABANK
shareholders."

         "We believe this transaction provides extraordinary value to the
shareholders and clients we serve," says Jerry Reaux, President and Chief
Executive Officer of Acadiana. "IBERIABANK's size offers our clients more
convenience than ever before. Clients will also enjoy a broader range of
products and services with over 20 branch locations in Acadiana. And, much like
LBA, IBERIABANK is a loyal corporate citizen focused on the vitality of our
community. Our employees will find great opportunities with this dynamic,
growing company with a statewide presence. We are pleased to bring together two
established companies that have both been important to Acadiana for over 100
years."





Terms of the Agreement
     
 o       Purchase Price:                    $39.38 per Acadiana share, subject to certain adjustments.
 o       Cash/stock:                        20% cash / 80% stock, subject to certain adjustments -
                                            Estimated total value: $52,000,000
 o       Cash consideration:                $7.88 per Acadiana share, subject to certain adjustments
 o       Stock Consideration:               $31.50 of IBERIABANK Corporation common stock
                                            within the collars.
 o       Collars:                           Fixed exchange ratio if IBERIABANK Corporation stock price
                                            falls below $34.00 or rises above $46.00 per share.
 o       Walkaways:                         For Acadiana: If IBERIABANK Corporation common
                                            stock price falls below $30.00 per share.  For  IBERIABANK:
                                            If Acadiana deposits fall 15% or more.
 o       Estimated one time costs:          Between $5 and $6 million.
 o       Estimated Synergies:               50% of Acadiana's current expense base.
 o       Headquarters:                      Lafayette, Louisiana





About Acadiana Bancshares, Inc.

         Acadiana Bancshares, Inc. was founded in February of 1900 in Lafayette,
Louisiana, and is the parent company of LBA Savings Bank. The company has four
offices in Lafayette and one office in New Iberia, Louisiana. At June 30, 2002,
it had assets of $313 million, deposits of $211 million and shareholder equity
of $28 million. At June 30, the Company had nonperforming assets equal to 0.08%
of total assets and a loan loss reserve equal to 1.08% of total loans. The



Company is the 7th largest financial institution in the Lafayette MSA with 4.9%
of total deposits on June 30, 2001. Its stock is traded on the American Stock
Exchange, Symbol ANA.

About IBERIABANK Corporation

         IBERIABANK Corporation is the third largest Louisiana based bank
holding company. The Company was established in 1887 in New Iberia, Louisiana.
IBERIABANK operates 21 offices located in south central Louisiana, 10 offices
located in North Louisiana and eight offices located in the greater New Orleans
area. Total assets at June 30, 2002, were $1.44 billion, deposits of $1.19
billion and shareholder equity of $144 million. At that time, the Company had
nonperforming assets equal to 0.60% of total assets and a loan loss reserve
equal to 1.21% of total loans. IBERIABANK holds the 2nd largest deposit market
share in the Lafayette MSA, with 10.4% of total deposits in that market on June
30, 2001.

Conference Call

         A conference call has been scheduled for Monday, September 23, 2002 at
9:30 a.m. Central Time. The call in number is 1-800-946-0713. The confirmation
code is 706888. A replay of the call has been scheduled and will be available
for 7 days. The call in number for the replay is 1-888-203-1112. The
confirmation code is 706888.

Forward Looking Statements

         To the extent that statements in this report relate to the plans,
objectives, or future performance of IBERIABANK Corporation, these statements
are deemed to be forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are based on
management's current expectations and the current economic environment.
IBERIABANK Corporation's actual strategies and results in future periods may
differ materially from those currently expected due to various risks and
uncertainties. A discussion of factors affecting IBERIABANK Corporation's
business and prospects is contained in the Company's periodic filings with the
Securities and Exchange Commission.

                                -----------------

         In connection with the proposed merger, IBERIABANK Corporation will
file a Registration Statement on Form S-4 that will contain a proxy
statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ
THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the proxy statement/prospectus (when
it is available) and other documents containing information about IBERIABANK
Corporation and Acadiana Bancshares, Inc., without charge, at the SEC's web site
at http://www.sec.gov. Copies of the proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the proxy statement/prospectus



may also be obtained for free by directing a request to: Investor Relations,
IBERIABANK Corporation, 2110 Pinhook Road, Lafayette, LA, 70508, Phone: (337)
267-4458, extension 4708.

         IBERIABANK Corporation and its directors and executive officers may be
deemed to be "participants in the solicitation" of shareholders of Acadiana
Bancshares, Inc., in connection with the proposed transaction. Information
concerning directors and executive officers and their direct or indirect
interests, by security holdings or otherwise, can be found in the definitive
proxy statement of IBERIABANK Corporation filed with the SEC on March 22, 2002.

         This communication is not an offer to purchase shares of Acadiana
Bancshares, Inc., nor is it an offer to sell shares of IBERIABANK Corporation
common stock which may be issued in any proposed merger with Acadiana
Bancshares, Inc. Any issuance of IBERIABANK Corporation common stock in any
proposed merger with Acadiana Bancshares, Inc. would have to be registered under
the Securities Act of 1933, as amended, and such IBERIABANK Corporation common
stock would be offered only by means of a prospectus complying with the Act.

EX-99.2

EXHIBIT 99.2

FOR IMMEDIATE RELEASE

September 23, 2002

CONTACT:

Daryl G. Byrd, President and CEO (337) 267-4458 Ext. 4708

John R. Davis, Senior Executive Vice President (919) 676-7641

IBERIABANK Corporation Increases Cash Dividend 11%

Lafayette, Louisiana — The Board of Directors of IBERIABANK Corporation (NASDAQ: IBKC), announced the declaration of a quarterly cash dividend of $0.20 per share, up 11% versus the quarter ended June 30, 2002. The dividend is payable on October 18, 2002 to shareholders of record as of October 4, 2002. This dividend level equates to an annualized dividend rate of $0.80 per share. Based on the closing stock price on September 20, 2002 of $38.40 per share, the indicated dividend yield is 2.08%. The dividend payout ratio, defined as quarterly dividends per share divided by fully diluted earnings per share, was 30.5% for the third quarter of 2001 and 24.0% in the second quarter of 2002. On a pro forma basis, the dividend rate announced today would raise the payout ratio to 26.7%.

Daryl G. Byrd, President and Chief Executive Officer of IBERIABANK Corporation commented, “We are delighted to provide our shareholders a significant increase in our quarterly dividend. Our continued earnings improvement and the capital strength of our Company position us well for the future. We believe this demonstrates our confidence in the well being and strategic direction of IBERIABANK Corporation.”

At June 30, 2002, IBERIABANK Corporation had assets of $1.44 billion, deposits of $1.19 billion and stockholders’ equity of $144 million, which equals 9.99% of assets. IBERIABANK Corporation common stock trades on the NASDAQ Stock Market under the symbol “IBKC”.

IBERIABANK Corporation shareholders may take advantage of the Company’s Dividend Reinvestment Plan. This program provides a convenient, economical way for shareholders to increase their holdings of the Company’s common stock. The shareholder pays no brokerage commissions or service charges while participating in the plan.

To enroll in IBERIABANK Corporation’s Dividend Reinvestment Plan, shareholders must have their stock certificate numbers and complete an enrollment form. Enrollment forms and a summary of the plan are available from the Registrar and Transfer Company by calling (800) 368-5948.

IBERIABANK operates 21 full service offices located in south central Louisiana, 10 full service offices located in north Louisiana and eight full service offices located in the greater New Orleans area. The deposits of IBERIABANK are insured by the Federal Deposit Insurance Corporation to the full extent provided for by law and regulation.

2

EX-99.3

EXHIBIT 99.3

EX-99.4

EXHIBIT 99.4