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): December 13, 2004

IBERIABANK CORPORATION

(Exact name of Registrant as Specified in Charter)

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

200 West Congress Street, Lafayette, Louisiana 70501

(Address of Principal Executive Offices)

(337) 521-4003

Registrant’s telephone number, including area code

NOT APPLICABLE

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On September 29, 2004, IBERIABANK Corporation (“IBKC”) and American Horizons Bancorp, Inc. (“AHB”) announced that they would combine pursuant to an Agreement and Plan of Merger (the “Agreement”) dated as of September 29, 2004. The transaction, which was approved by the boards of directors of both companies, is subject to normal regulatory approvals and the approval of AHB’s shareholders.

Pursuant to the Agreement, AHB will be acquired by IBKC and, except for dissenters’ shares, if any, each issued and outstanding share of AHB common stock will be converted into 0.3771 shares of IBKC common stock, subject to adjustment based on the market price of IBKC common stock prior to closing. In addition, a total cash payment up to $1.6 million may be made to AHB shareholders, subject to AHB’s disposition of predetermined loans prior to closing.

The Agreement was filed as Exhibit 10.1 to IBKC’s Current Report on Form 8-K dated September 29, 2004, and is incorporated herein by reference.

On December 13, 2004, IBKC and AHB executed a First Amendment to the Agreement which eliminates all references to IBERIABANK Acquisition Corporation from the Agreement and the related Agreement of Merger and clarifies the manner in which additional cash consideration would be paid to AHB’s shareholders if the transaction is not consummated by March 31, 2005. The amendment is filed as Exhibit 10.1 to this Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 10.1 - First Amendment to Agreement and Plan of Merger, dated as of December 13, 2004, between IBKC and AHB.

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, hereunto duly authorized.

	IBERIABANK CORPORATION
DATE: December 14, 2004	By:	/s/ Daryl G. Byrd
		Daryl G. Byrd
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number
10.1	First Amendment to Agreement and Plan of Merger, dated as of December 13, 2004, between IBKC and AHB.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO AGREEMENT

AND PLAN OF MERGER

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER is dated and is effective as of December 13, 2004, among IBERIABANK Corporation (“IBKC”) and American Horizons Bancorp, Inc. (“AHB”).

RECITALS

• The parties have previously entered into a certain Agreement and Plan of Merger dated as of September 29, 2004 (the “Agreement”) pursuant to which AHB will merge into IBERIABANK Acquisition Corporation (“IBAC”) (the “Merger”).

• The purpose of this First Amendment is to amend the Agreement to reflect certain modifications as agreed upon by the parties.

NOW, THEREFORE, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms herein which are defined in the Plan shall be as defined in the Agreement, except as otherwise defined in this First Amendment.

2. The Merger. The “Merger” shall mean the merger of AHB into IBKC. All references to IBAC are hereby eliminated from the Agreement and the related Agreement of Merger in the form of Exhibit A to the Agreement and substituted with IBKC.

3. Article 4 Revision. Section 4.6(b) is amended to read was follows:

(b) declare, pay or make any dividend or distribution on, or reclassify or acquire, or issue (except upon exercise of options outstanding on the date of this Agreement) or sell or grant options or other rights to acquire any additional shares of or any securities or obligations convertible into or exchangeable for, its capital stock; except that if the Closing does not occur on or before March 31, 2005, the Cash Consideration to be paid at Closing shall be increased by an amount equal to the cash dividends per share declared by IBKC with a record date between January 1, 2005 and April 1, 2005 times the shares of IBKC Common Stock to be issued in the Merger.

4. Continued Effect. Except as expressly modified herein, the Agreement shall continue in full force and effect. The Agreement as amended herein is hereby ratified and confirmed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed and delivered as of the date hereinabove provided by their duly authorized officers.

IBERIABANK CORPORATION		AMERICAN HORIZONS BANCORP, INC.
By:	/s/ Daryl G. Byrd	By:	/s/ William E. Pratt
	Daryl G. Byrd		William E. Pratt
	Its: President		Its: Vice President