<PAGE> 1
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
LOUISIANA 72-6017893
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification Number)
or organization)
</TABLE>
228 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70130
(504) 586-7272
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
WHITNEY HOLDING CORPORATION
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PROGRAM
(Full Title of Plan)
<TABLE>
<S> <C>
EDWARD B. GRIMBALL Copy to:
EXECUTIVE VICE PRESIDENT JOSEPH S. SCHWERTZ, ESQ.
AND CHIEF FINANCIAL OFFICER GENERAL COUNSEL
WHITNEY HOLDING CORPORATION WHITNEY HOLDING CORPORATION
228 ST. CHARLES AVENUE 228 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70130 NEW ORLEANS, LOUISIANA 70130
(504) 586-7272 (504) 586-7272
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. (x)
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. ( )
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH AMOUNT OFFERING AGGREGATE
CLASS OF SECURITIES TO BE PRICE PER OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) UNIT(2) PRICE(2) REGISTRATION FEE
- --------------------------------------- ------------- --------- ----------- ----------------
<S> <C> <C> <C> <C>
Common Stock . . . . . . . . . . . . . 500,000 $22.75 $11,375,000 $3,922.10
</TABLE>
(1) In the event of a stock split, stock dividend or similar transaction
involving Common Stock of the Corporation, in order to prevent
dilution, the number of shares registered shall be automatically
increased to cover the additional shares in accordance with Rule
416(a) under the Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the closing sales price per share of
the Common Stock on March 31, 1994.
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WHITNEY HOLDING CORPORATION
Cross Reference Sheets between Items of Form S-3 and Prospectus
pursuant to Item 501(b) of Regulation S-K.
<TABLE>
<CAPTION>
ITEMS IN FORM S-3 LOCATION IN PROSPECTUS
----------------- ----------------------
<S> <C> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus . . . . . . . . . . Facing Page; Cross Reference Sheet; Outside Front
Cover Page
2. Inside Front and Outside Bank Cover Pages of
Prospectus . . . . . . . . . . . . . . . . . . . . Whitney Holding Corporation; Documents Incorporated
by Reference; Outside Back Cover Page
3. Summary Information, Risk Factors, Ratio of Earnings
to Fixed Charges and Other Information . . . . . . Not applicable
4. Use of Proceeds . . . . . . . . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price . . . . . . . . . Not applicable
6. Dilution . . . . . . . . . . . . . . . . . . . . . Not applicable
7. Selling Security Holders . . . . . . . . . . . . . Not applicable
8. Plan of Distribution . . . . . . . . . . . . . . . Plan of Distribution
9. Description of Securities to be Registered . . . . Not applicable
10. Interests of Named Experts and Counsel . . . . . . Not applicable
11. Material Changes . . . . . . . . . . . . . . . . . Not applicable
12. Incorporation of Certain Information by Reference. Documents Incorporated by Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . Indemnification of Officers and Directors
</TABLE>
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<PAGE> 3
DIVIDEND REINVESTMENT PROSPECTUS
AND
STOCK PURCHASE PROGRAM
The Dividend Reinvestment and Stock Purchase Program (the
"Program") of Whitney Holding Corporation (the "Corporation") is
(LOGO) designed to provide holders of the Corporation's common stock,
no par value (the "Common Stock") with a method to acquire
additional shares of Common Stock, without the payment of
brokerage commissions or administrative fees, and a convenient
means of safekeeping previously issued shares of Common Stock. Any shareholder
of record is eligible to participate in the Program. The Program was adopted
by the Board of Directors of the Corporation on March 23, 1994.
Participants in the Program may elect to have cash dividends on all of their
shares of Common Stock automatically reinvested in shares of Common Stock.
Participants may also invest in additional shares of Common Stock by making
voluntary cash payments of not less than $50, up to a maximum amount of $5,000,
each calendar quarter. To participate in the Program, a shareholder of record
must complete, sign and mail an Authorization Form to the agent appointed under
the Program, Boatmen's Trust Company, Corporate Trust Division, 510 Locust
Street, Box 14768, St. Louis, Missouri 63178.
The Corporation's Common Stock is quoted on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") (symbol: "WTNY").
Common Stock acquired through the Program with reinvested dividends or with
voluntary cash payments will ordinarily be purchased from the Corporation at
the mean of the closing bid and asked prices of Common Stock as quoted on the
NASDAQ National Market System as of a dividend payment date. If no Common
Stock is traded as of such date, then the price shall be determined on the next
preceding date on which trading occurred.
This Prospectus relates to 500,000 shares of Common Stock offered for
purchase under the Program. It is recommended that this Prospectus be retained
for future reference.
On April ___, 1994, the last reported sale price of the Common Stock on the
NASDAQ was $__.__ per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April ___, 1994
<PAGE> 4
WHITNEY HOLDING CORPORATION
Whitney Holding Corporation (the "Corporation") is a Louisiana bank holding
company registered pursuant to the Bank Holding Company Act of 1956, with its
principal offices at 228 St. Charles Avenue, New Orleans, Louisiana 70130. The
Corporation became an operating entity in 1962, with Whitney National Bank
("WNB") as its primary subsidiary.
WNB, which has its headquarters in Orleans Parish, Louisiana, has been
engaged in general banking business in the City of New Orleans since 1883. WNB
has 38 branch offices located in the metropolitan area of New Orleans and in
Lafayette and Baton Rouge, as well as an international branch in Grand Cayman,
British West Indies. WNB engages in commercial and retail banking and trust
services, including the taking of deposits, the making of secured and unsecured
loans, the financing of commercial transactions, the issuance of credit cards,
the performance of corporate, pension and personal trust services, investment
services, and safe deposit rentals.
The Corporation and WNB and their related operations are subject to federal,
state and local laws applicable to banks and bank holding companies and to the
regulations of the Board of Governors of the Federal Reserve System, the
Comptroller of the Currency and the Federal Deposit Insurance Corporation.
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other information filed by the
Corporation with the Commission pursuant to the informational requirements of
the Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following regional offices of the Commission: 75 Park
Place, 14th Floor, New York, New York 10007 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material may be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Common Stock is listed on the
NASDAQ National Market System and the Corporation's reports, proxy statements
and other information may also be inspected at the offices of the National
Association of Securities Dealers, 1735 K Street, N.W., Washington D.C. 20007.
Certain reports filed with the Commission by the Corporation are incorporated
herein by reference. See "Documents Incorporated by Reference." Except as
specified herein, no other portions of such reports are incorporated herein by
reference and such other portions are not part of this Prospectus. This
Prospectus omits certain information contained in the Registration Statement on
Form S-3 filed with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"), in which this Prospectus is included (the "Registration
Statement"). The Corporation hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus has been delivered, upon his
request, a copy of the information that has been incorporated by reference into
the Registration Statement (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the documents that the
Registration Statement incorporates). Requests should be directed to Whitney
Holding Corporation, Attention: Edward B. Grimball, 228 St. Charles Avenue, New
Orleans, Louisiana 70130 or by telephone at (504) 586-7272.
2
<PAGE> 5
WHITNEY HOLDING CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PROGRAM
The following is a summary, in question and answer form, of the provisions
of the Dividend Reinvestment and Stock Purchase Program (the "Program") of
Whitney Holding Corporation (the "Corporation").
GENERAL
1. WHAT IS THE PURPOSE OF THE PROGRAM?
The purpose of the Program is to provide holders of record of shares of
Common Stock with a convenient and economical method of acquiring additional
shares of Common Stock through the reinvestment of cash dividends or voluntary
cash payments, all without the payment of a brokerage commission or service
charge. Since the additional shares of Common Stock issued under the Program
will ordinarily be purchased directly from the Company, rather than in the open
market, the Company will receive additional funds to be expended for general
corporate purposes.
In addition, the Program provides a convenient and economical means for the
safekeeping of previously issued certificates.
Participation in the Program does not represent a change in the
Corporation's dividend policy or a guarantee of future dividends, which will
continue to depend upon earnings, financial requirements and other factors
unrelated to the Program.
2. WHAT ARE THE ADVANTAGES OF PARTICIPATING IN THE PROGRAM?
Shareholders who elect to participate in the Program ("Participants") may
(A) have all of their cash dividends payable on shares of Common Stock
automatically reinvested in additional shares of Common Stock, (B) make
voluntary cash payments (of at least $50, but not more than $5,000, each
calendar quarter) for investment in additional shares of Common Stock, or (C)
deliver previously issued certificates for safekeeping. Participants are not
required to pay any brokerage commissions, enrollment fees or other types of
custody or service charges in connection with the acquisition or custody of
Common Stock under the Program.
Full investment of funds is possible under the Program because the Program
permits fractional shares, as well as whole shares, to be acquired. In
addition, dividends paid on fractional shares, as well as whole shares, will be
used to purchase additional shares of Common Stock under the Program.
3
<PAGE> 6
3. WHO CAN PARTICIPATE?
Only shareholders of record of the Corporation are eligible to
participate in the Program. This means shareholders whose stock is held in
names other than their own (for example, in "street name" or in the name of an
organization for central handling of securities) must have their shares issued
in their own names in order to participate.
4. WHO ADMINISTERS THE PROGRAM ON BEHALF OF THE PARTICIPANTS?
The Corporation has designated Boatmen's Trust Company (the "Agent") to
administer the Program on behalf of all Participants. Among other things, the
Agent will establish an account for each Participant in the Program, maintain
the other records, send statements to Participants, and perform certain
custodial and other functions related to the Program. Shares of Common Stock
purchased under the Program will be registered in the name of the Agent (or its
nominee), as agent, and credited on the books and records of the Program to
each Participant.
PARTICIPATION
5. HOW DOES A SHAREHOLDER PARTICIPATE?
Each shareholder of record may join the Program, at any time, by completing
an Authorization Form and mailing it to the Agent.
6. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form provides for the following options offered under the
Program:
A. A Participant may direct the Corporation to pay to the Agent the cash
dividends on all shares of Common Stock registered in the
Participant's name;
B. A Participant may elect to make voluntary cash payments under the
Program in an amount not less than $50 nor more than $5,000 each
calendar quarter.
C. A Participant may elect to deliver to the Agent previously issued
certificates for safekeeping.
Cash dividends on shares of Common Stock credited to a Participant's account
under the Program are always automatically reinvested in Common Stock and held
by the Agent.
7. HOW DOES A PARTICIPANT WITHDRAW FROM THE PROGRAM?
Once enrolled, participation continues until terminated by written notice
to the Agent. Withdrawal from the Program will be effective immediately upon
receipt of notice by the Agent,
4
<PAGE> 7
unless such notice is received less than one business day before a dividend
record date. In that case, withdrawal will be effective after the related
dividend payment date.
When participation in the Program is terminated, a certificate will be
issued in the name of the Participant representing the number of whole shares
of Common Stock allocated to his account under the Program. Cash will be paid
in lieu of any fractional share. The value of a fractional share will be
calculated as the mean (computed to four decimal places) of the closing bid and
asked prices of Common Stock as quoted on the NASDAQ National Market System as
of the date of termination. If no Common Stock is traded on such date, the
value shall be determined as of the next preceding date on which trading
occurred.
8. WHERE SHOULD CORRESPONDENCE REGARDING THE PROGRAM BE DIRECTED?
All correspondence concerning the Program should be addressed to:
Boatmen's Trust Company
Corporate Trust Division
510 Locust Street, Box 14768
St. Louis, Missouri 63178
Telephone: 800-456-9852 or 314-466-1357
PURCHASES OF COMMON STOCK
9. WHAT IS THE PURCHASE PRICE OF COMMON STOCK ACQUIRED THROUGH THE PROGRAM?
Shares of Common Stock acquired through the Program, whether with
reinvested dividends or with voluntary cash payments, will ordinarily be
purchased from the Corporation at the mean (computed to four decimal places) of
the closing bid and asked prices of Common Stock as quoted on the NASDAQ
National Market System as of a dividend payment date (generally the last
business day of each calendar quarter).
10. WHEN WILL THE INVESTMENT OF DIVIDENDS AND CASH PAYMENTS BE MADE?
Funds received by the Agent representing cash dividends on Common Stock and
cash dividends paid on whole and fractional shares credited to an account held
under the Program will ordinarily be applied to the purchase of additional
shares of Common Stock from the Corporation, as of each dividend payment date.
If shares are acquired on the open market in lieu of purchase from the
Corporation, the purchase will occur as soon as practicable after each dividend
payment date. The first reinvestment of cash dividends will take place on the
dividend payment date following receipt of the Authorization Form by the Agent,
provided the form is received by the Agent at least one business day before the
applicable dividend record date. If the Agent has not received sufficient
notice, that dividend payment will be paid in cash to the Participant and the
first purchase of shares of Common Stock under the Program will occur on the
next dividend payment date.
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<PAGE> 8
Cash payments received by the Agent will be held, without interest, until
the next following dividend payment date (or other date of purchase). As of
such date, cash payments will be aggregated with dividends and applied to the
acquisition of Common Stock under the Program. Voluntary cash payments may be
made by check or money order made payable to the Agent and transmitted with a
payment form which will be attached to each statement of account.
11. CAN VOLUNTARY CASH PAYMENTS BE REFUNDED?
Any voluntary cash payment will be refunded by the Agent to a Participant
if a written request for refund is received by the Agent at least one business
day prior to the dividend record date immediately preceding the date on which
the cash payment would otherwise have been invested (see, answer to question
10). No interest will be paid on the refund of any voluntary cash payment.
12. HOW MANY SHARES WILL BE PURCHASED FOR EACH PARTICIPANT?
The Agent maintains an account for each Participant in the Program. As of
each dividend payment date, each such account will be credited with the number
of shares of Common Stock (including fractions computed to four decimal places)
equal to the total to be invested on behalf of the Participant (dividends and
voluntary cash payments), divided by the applicable purchase price.
13. WHAT ARE THE COSTS OF PURCHASING COMMON STOCK THROUGH THE PROGRAM?
There will be no brokerage fees under the Program because shares of Common
Stock will ordinarily be purchased directly from the Company. All costs of
administration related to the Program will be paid directly by the Company.
14. WILL CERTIFICATES BE ISSUED?
Ordinarily, shares of Common Stock acquired through the Program will be
registered in the name of the Agent (or its nominee), and certificates for such
shares will not be issued to Participants, but the total number of shares
credited to a Participant's account will be shown on each statement. This
custodial service protects Participants against loss, theft or destruction of
stock certificates.
Certificates for any number of whole shares credited to a Participant's
account will be issued, at any time, upon the written request of such
Participant to the Agent. Any remaining whole shares and fractions of a share
will continue to be credited to the Participant's account. Certificates for
fractions of shares will not be issued.
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CUSTODY OF COMMON STOCK
15. WHAT IS THE CUSTODY FEATURE OF THE PROGRAM?
Under the custody feature, each Participant may deliver to the Agent
certificates representing shares of Common Stock for custody and safekeeping.
This feature is available only for shares issued in the name of a Participant.
16. HOW IS THE CUSTODY TERMINATED?
A Participant may obtain possession of shares held by the Agent under the
custody feature of the Program at any time by written notice to the Agent.
Unless otherwise designated, the delivery of these shares to a Participant has
no effect on the reinvestment of dividends payable with respect to such shares.
17. WHAT IS THE COST OF CUSTODY UNDER THE PROGRAM?
There is no cost for the custody services available under the Program.
SALE, TRANSFER OR PLEDGE OF COMMON STOCK
18. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN HIS NAME?
If a Participant disposes of all of the shares of Common Stock with respect
to which the Participant holds certificates, the dividends on shares of Common
Stock credited to his account or otherwise held under the Program will continue
to be reinvested through the Program until the Participant notifies the Agent,
in writing.
19. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ONLY A PORTION OF
THE SHARES REGISTERED IN HIS NAME?
If a Participant disposes of a portion of the shares of Common Stock
registered in his name, dividends on the remaining shares registered in his
name and those credited to his account in the Program will continue to be
reinvested through the Program.
20. CAN SHARES HELD UNDER THE PROGRAM BE PLEDGED?
No. A Participant who wishes to pledge shares credited to his account in
the Program must request the Agent to issue a certificate to him. Similarly,
if the Agent holds certificates for safekeeping, a Participant who wishes to
pledge such shares must request the Agent to deliver the certificates to him.
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<PAGE> 10
OTHER INFORMATION ABOUT THE PROGRAM
21. WHAT KIND OF REPORTS DO PARTICIPANTS RECEIVE?
As soon as practicable after each purchase for a Participant's account
(ordinarily a dividend payment date), the shares acquired in the purchase will
be credited to each Participant's account, and each Participant will be
furnished with a statement describing (A) the amount of cash dividends and/or
voluntary cash payments received by the Agent and applied to the purchase of
Common Stock, (B) the number of shares held for safekeeping under the Program,
(C) the purchase price of Common Stock, (D) the number of whole shares and
fractional share interests credited to the Participant's account in connection
with the purchase, and (E) the total number of whole shares and fractional
share interests credited to the Participant's account, including shares
acquired in the purchase. These statements should be retained for income tax
purposes.
In addition, each Participant in the Program will receive copies of the
same communications sent to all other holders of shares of Common Stock,
including the Corporation's quarterly reports and annual reports, proxy
statements, notices of annual meetings and Internal Revenue Service
information for reporting dividends received.
22. WHAT ABOUT INCOME TAX?
Even though dividends are automatically reinvested under the Program, they
continue to be subject to income tax, as if they were paid directly in cash.
Each Participant will receive annually from the Agent appropriate tax reporting
information.
In the case of Participants who are subject to backup withholding of
Federal income tax and in the case of foreign participants whose dividends are
subject to United States income tax withholding, an amount equal to the
dividends payable to such Participants, less the amount of cash required to be
withheld, will be applied to the purchase of Common Stock under the Program.
Backup withholding is required when, among other things, the Corporation does
not have an appropriately certified taxpayer identification number for the
Participant. Any amount required to be withheld will be treated as a cash
dividend paid to the Participant for Federal income tax purposes.
23. WHO VOTES THE SHARES?
Each Participant will be given the opportunity to instruct the Agent to
vote the number of whole shares and any fractional share credited to his account
under the Program. If a voting instruction card is not timely received by the
Agent, such shares will not be voted.
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24. WHAT IS THE RESPONSIBILITY OF THE CORPORATION AND THE AGENT UNDER THE
PROGRAM?
The Corporation and the Agent will not be liable for any act done or any
omission made in good faith in connection with the Program, including, without
limitation, (A) any claim or liability arising out of the failure to terminate
a Participant's account upon such Participant's death or incapacity prior to
the actual receipt or written notice of such death or incapacity, (B) the price
or prices at which shares are purchased or sold for a Participant's account,
(C) concerning the time at which purchases or sales are made, or (D) the value
of shares acquired and held for a Participant's account.
25. CAN PURCHASES OR SALES OF COMMON STOCK BE TEMPORARILY CURTAILED?
Purchases or sales of Common Stock under the Program may be temporarily
halted or suspended at any time if the Agent or the Corporation determines that
a purchase or sale would contravene or be restricted by any applicable
regulation, interpretation or order of the Securities and Exchange Commission,
of any other governmental commission, agency or instrumentality, of any court
or securities exchange or of the National Association of Securities Dealers,
Inc. Neither the Corporation nor the Agent shall be accountable, or otherwise
liable, for failure to make purchases or sales at such times.
26. MAY THE PROGRAM BE CHANGED OR DISCONTINUED?
The Corporation reserves the right to suspend, modify or terminate the
Program, in any manner and at any time. Written notice will be sent to all
Participants of any such suspension, material modification or termination. Any
such suspension, modification or termination will not affect previously
executed transactions.
Any amendment, modification or supplement of the Program (A) shall
conclusively be deemed to be accepted by each Participant, and (B) may include
the appointment by the Corporation of a successor agent, provided such
successor is a bank or trust company organized under the laws of the United
States or any state thereof. The Corporation is authorized to pay and transfer
to such successor agent for the account of each Participant in the Program all
dividends and distributions payable on shares of Common Stock subject to the
Program, which shall be applied by such successor agent as provided under the
Program.
27. WHAT LAWS GOVERN THE TERMS AND CONDITIONS OF THE PROGRAM?
The terms and conditions of the Program and its operation are governed by
the laws of the State of Missouri, which is the domicile of the Agent.
28. WHAT OTHER RULES GOVERN PARTICIPATION?
The Authorization Form executed to enroll in the Program and the related
Participation Agreement describe all of the rules which are applicable to the
Program. The full text of the
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<PAGE> 12
Participation Agreement is attached. Shareholders should review carefully the
full text of this agreement before making a decision to participate.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by the Corporation with the
Commission, are incorporated herein by reference:
1. The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 filed pursuant to Section 13 of the Exchange
Act.
2. The description of the Corporation's Common Stock, no par value,
contained in the Corporation's Registration Statement on Form S-8 and
Form S-3 filed with the Commission on December 18, 1992.
All reports filed by the Corporation with the Commission pursuant to Sections
13, 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Common Stock offered hereby
shall be deemed to be incorporated by reference in this Prospectus and to be
made a part hereof from their respective dates of filing.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained herein or in any other document subsequently
filed or incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 83 of the Louisiana Business Corporation Law (the "LBCL") provides in
part that a corporation may indemnify any director, officer, employee or agent
of the corporation against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with any action, suit or proceeding to which he is or was a party or
is threatened to be made a party (including any action by or in the right of
the corporation), if such action arises out of his acts on behalf of the
corporation and he acted in good faith not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
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The indemnification provisions of the LBCL are not exclusive; however, no
corporation may indemnify any person for willful or intentional misconduct. A
corporation has the power to obtain and maintain insurance, or to create a form
of self-insurance on behalf of any person who is or was acting for the
corporation, regardless of whether the corporation has the legal authority to
indemnify the insured person against such liability.
The Corporation's Articles of Incorporation and By-laws provide for
indemnification for directors, officers, employees and agents or former
directors, officers, employees and agents of the Corporation to the fullest
extent permitted by Louisiana law.
The Corporation maintains an insurance policy covering the liability of its
directors and officers for actions taken in their official capacity.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the foregoing provisions or otherwise, the Corporation
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
USE OF PROCEEDS
It is anticipated that substantially all Common Stock subject to the Program
will be acquired from the Corporation, rather than the open market. Because
the Corporation has no basis for estimating precisely either the number of
shares of Common Stock that may be ultimately sold pursuant to the Program or
the price at which such shares will be sold, the Corporation has not earmarked
the proceeds derived from the Program for a specific purpose. Nevertheless,
the Corporation proposes to use the net proceeds from the sale of shares of
Common Stock pursuant to the Program when and as received for general corporate
purposes.
PLAN OF DISTRIBUTION
The Corporation will pay all fees, commissions and expenses incurred in
connection with the purchase by the Agent of Common Stock on the open market,
if any.
LEGAL MATTERS
Phelps Dunbar, New Orleans, Louisiana, has passed upon the validity of the
shares of Common Stock offered hereby.
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EXHIBIT A
(LOGO) DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PROGRAM
WHITNEY HOLDING CORPORATION PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT (this "Agreement") and the Authorization Form
(which is deemed to constitute a part of this Agreement by this reference)
shall evidence the rights and obligations as between the stockholder (the
"Participant"), Whitney Holding Company (the "Corporation") and Boatmen's Trust
Company (the "Agent") under the Dividend Reinvestment and Stock Purchase
Program of Whitney Holding Corporation (the "Program").
1. DUTY OF AGENT. As agent for each Participant under the Program, the
Agent:
A. Shall apply to the purchase of shares of Whitney Holding Corporation
common stock, no par value ("Common Stock") cash dividends received
with respect to Common Stock held by the Participant and dividends
received with respect to any full shares or fractional interest in one
share (to four decimal places) acquired by the Participant through the
Program; and/or
B. Shall apply to the purchase of Common Stock all cash payments of $50
or more (but not more than $5,000 quarterly) received from the
Participant for such purpose.
C. Shall hold for safekeeping certificates representing shares of Common
Stock delivered to the Agent by the Participant for such purpose.
2. COMMON STOCK. Purchases shall ordinarily be made from the Corporation
from its authorized but unissued shares or, if, from time to time, purchases
from authorized but unissued shares are not possible or practicable, purchases
may be made from the Corporation's treasury shares or may be made on any
securities exchange where such shares are traded, in the over-the-counter
market, or in negotiated transactions, and may be on such terms as to price,
delivery and otherwise as the Agent, in its sole discretion, may determine,
except that shares shall be acquired from the Corporation at the mean (to four
decimal places) of the closing bid and asked prices of Common Stock as quoted
on the NASDAQ National Market Issues as of the applicable date of purchase, as
determined hereunder. If Common Stock is not traded on any such date, the
price of shares shall be determined as of the next preceding date on which
trading occurred.
3. ACCOUNT. The Agent (or other record keeping agent), solely for its
convenience, shall establish a bookkeeping entry for the benefit of the
Participant (an "Account"). Notwithstanding the foregoing, the Agent may
commingle the Participant's dividends and cash payments with those of other
Participants. The Agent may hold Common Stock acquired hereunder in a block,
in its name or in the name of its nominee.
In the case of each purchase hereunder, the price at which the Agent shall
be deemed to have acquired shares for an Account shall be the average price of
all shares purchased for Participants in the Program with their aggregate funds
used for such purpose.
4. INVESTMENT OF DIVIDENDS. Dividends shall be invested by the Agent
promptly after receipt; in no event shall dividends be invested by the Agent
later than 30 days after each dividend payment date of the Corporation, except
where necessary to comply with Rule 10b-6 under the Securities Exchange Act of
1934 or other applicable provisions of the Federal securities laws.
Participants' funds held by the Agent pending investment in Common Stock will
not bear interest.
Notwithstanding the foregoing, a Participant may elect to withdraw his
cash dividend payment dividend payment subject to the Program by providing
written notice to the Agent not less than one business day before the dividend
record date immediately preceding the date on which such payment is to be
invested.
5. INVESTMENT OF CASH PAYMENTS. Cash payments hereunder shall be made in
the form of check or money order made payable to the Agent, in a minimum amount
of $50 and a maximum amount of
12
<PAGE> 15
$5,000 each quarter. Cash payments shall be aggregated with dividends and
invested in accordance with paragraph 4 hereof. Pending such investment, cash
payments shall be held without interest.
Notwithstanding the foregoing, a Participant may elect to withdraw his
cash dividend payment subject to the Program by providing written notice to the
Agent not less than one business day before the dividend record date
immediately preceding the date on which such payment is to be invested.
5. INVESTMENT OF CASH PAYMENTS. Cash payments hereunder shall be made in
the form of check or money order made payable to the Agent, in a minimum amount
of $50 and a maximum amount of $5,000 each quarter. Cash payments shall be
aggregated with dividends and invested in accordance with paragraph 4 hereof.
Pending such investment, cash payments shall be held without interest.
Notwithstanding the foregoing, a Participant may request the return of his
cash payment by providing written notice to the Agent not less than one
business day prior to any dividend record date; if notice is not timely
received, that cash payment shall be invested as of the applicable dividend
payment date.
6. CUSTODY. A Participant may deliver to the Agent, from time to time,
certificates representing shares of Common Stock for safekeeping hereunder. A
Participant may request the distribution of such shares, at any time, by
written notice to the Agent.
7. STATEMENT OF ACCOUNT. Following each purchase, the Agent shall send
to each Participant whose funds have been applied to such purchase a statement
reflecting activity in the Account since the last purchase for the Account,
including a statement describing (A) the amount of cash dividends and/or
voluntary cash payments received by the Agent and applied to the purchase of
Common Stock hereunder, (B) the number of shares of Common Stock held for
safekeeping hereunder, (C) the purchase price of Common Stock, (D) the number
of whole shares and fractional share interests credited to the Participant's
Account in connection with the purchase, and (E) the total number of whole
shares and fractional share interests credited to the Participant's Account,
including shares acquired in the purchase.
8. SUSPENSION OF PURCHASES. Purchases or sales of Common Stock may be
temporarily halted or suspended at any time if the Agent or the Corporation
determines that the purchase or sale would contravene or be restricted by any
applicable regulation, interpretation or order of the Securities Exchange
Commission, of any other governmental commission, agency or instrumentality, of
any court or securities exchange or of the National Association of Securities
Dealers, Inc. Neither the Corporation nor the Agent shall be accountable, or
otherwise liable, for failure to make purchases or sales at such times.
9. COSTS OF PROGRAM. All charges relating to the purchase or custody of
Common Stock through the Program shall be paid by the Corporation. No
Participant shall be charged any commission, transaction fee or other charge
for purchasing Common Stock hereunder or the administration of the Program.
10. SHARE CERTIFICATES. No certificate will be issued to a Participant
for Common Stock held in an Account, unless the Participant requests such
issuance, in writing, from the Agent. Upon such written request, the Agent
shall send to the Participant a certificate for any full shares of Common Stock
credited to the Account, subject to the Participant's request. Any remaining
whole shares and fraction of a share will continue to be credited to the
Participant's Account. All such requests shall be handled by the Agent,
without charge to the Participant. No certificate for a fractional share shall
be issued.
11. TAXES. It is understood that the reinvestment of dividends will not
relieve the Participant of any taxes which may be payable on such dividends.
The Agent will report annually to each Participant the amount of dividends
credited to the Account during the year.
12. PROXY VOTING. The Agent shall send to each Participant a form of
proxy representing all whole shares and any fractional share of Common Stock
held by the Participant in his Account. If the Participant does not direct the
Agent as to how such shares are to be voted, the Agent shall not vote such
Common Stock.
13. WITHDRAWAL. A Participant may withdraw from the Program at any time
by giving written notice of termination to the Agent, but any such notice shall
not be effective if it is received by the Agent less than one business day
before the dividend record date immediately preceding the dividend payment date
on which a purchase is to be made hereunder. Upon such termination, the
Participant shall receive a certificate for the number of whole shares of
Common Stock allocated to his Account and shall receive cash in lieu of any
fractional interest in a share, determined as the mean of the closing bid and
asked prices of Common Stock as quoted on NASDAQ National Market Issues as of
the date of termination.
If the Participant disposes of all Common Stock registered in his or her
name, the Agent shall continue to invest the dividends on the Common Stock held
in the Account until the Participant notifies the Agent, in writing, of his
withdrawal hereunder.
14. STOCK DIVIDENDS, SPLITS OR RIGHTS. Any stock dividend or stock split
declared by the Corporation on Common Stock held by the Agent for the
Participant will be credited to the Account. In the event that the Corporation
makes available to its stockholders warrants or other rights to subscribe to
additional shares, debentures, or other securities, such rights accruing on
Common Stock held by the Agent for Participants will be sold, and the Agent
will promptly apply the resultant funds to the purchase of additional shares of
Common Stock for the Account. Such purchases will be reflected on the
statement mailed to the Participant following the next investment of cash
dividends. In lieu of the
13
<PAGE> 16
foregoing, if a Participant wishes to exercise such rights, he or she must, by
written request received by the Agent prior to the record date for such rights,
withdraw full shares from his or her Account by requesting that the Agent issue
a certificate for these shares.
15. LIMITATION OF LIABILITY. Neither the Corporation nor the Agent shall
be liable hereunder for any act done or for any omission made in good faith,
including, without limitation, (A) any claim or liability arising out of
failure to terminate a Participant's Account upon such Participant's death or
incapacity prior to receipt of notice in writing of such death or incapacity,
(B) the price or prices at which shares of Common Stock are purchased for the
Participant's Account, (C) the times such purchases are made, or (D) the value
of shares of Common Stock credited to a Participant's account.
16. RIGHT OF PARTICIPANT. The Participant shall have no right to draw
checks or drafts against the Account or to give instructions to the Agent with
respect to any Common Stock or cash held therein, except as expressly provided
in this Participation Agreement. Shares allocated to an Account or held for
safekeeping hereunder shall not be subject to pledge, assignment, mortgage or
other disposition, except as expressly provided hereunder.
17. NOTICES. Notices to a Participant may be given by letter addressed to
the Participant at the last address of record filed with the Agent.
18. AMENDMENT. This Participation Agreement may be amended or
supplemented by Corporation, at any time or times, by mailing appropriate
notice at least 30 days prior to the effective date thereof to each Participant
at the last address of record; provided, however, that no such amendment shall
materially increase the duties of the Agent hereunder without the Agent's prior
written consent. Any such amendment or supplement shall conclusively be deemed
to be accepted by each Participant unless, prior to the effective date thereof,
the Agent receives written notice of the termination of his Account. Any such
amendment may include the appointment of a successor agent under this
Participation Agreement. The Corporation is authorized to pay to such
successor agent for the Account of each Participant in the Program all
dividends payable on shares of Common Stock in the Account, the same to be
applied by such successor agent as provided in this Participation Agreement.
19. RESIGNATION OF THE AGENT. The Agent may resign as agent for the
Participant at any time or times by giving written notice of such action to the
Corporation at least 60 days prior to the effective date thereof. The
Corporation may remove the Agent as agent for the Participants and the Program
at any time or times by giving written notice of such action to the Agent at
least 60 days prior to the effective date thereof. In the event the Agent
resigns or is removed by the Corporation, the Corporation shall appoint a
successor to the Agent within 30 days after notice is given by the Agent or the
Corporation, which successor shall be a bank or trust company organized under
the laws of the United States or any state thereof. Failing an appointment
within such period, the Program shall be terminated effective as of the
effective date of the resignation or removal of the Agent, provided that
appropriate notice of such action shall be mailed to the Participant at least
30 days prior to the effective date thereof.
20. NOTICES. Any notice, consent, request or other communication required
or permitted to be given or made to the Agent by a Participant or the
Corporation in connection with the Program shall be made in writing, shall be
addressed to Boatmen's Trust Company, Corporate Trust Division, 510 Locust
Street, Box 14768, St. Louis, Missouri 63178, or such other address as the
Agent shall furnish to the Participant or the Corporation, and shall be deemed
to have been given when received by the Agent's Corporate Trust Department.
Any notice or other communication required or permitted to be given by the
Agent or the Corporation to the Participant in connection with the Program
shall be in writing and shall be deemed to have been sufficiently given for all
purposes upon the deposit thereof, postage prepaid and addressed to the
Participant at his address as it shall last appear on the Agent's records, in
the United States mail.
Any notice or other communication required or permitted to be given by the
Agent to the Corporation in connection with the Program shall be in writing,
shall be addressed to Whitney Holding Corporation, 228 St. Charles Avenue, New
Orleans, Louisiana 70130, and shall be deemed to have been given when received
by the Corporation.
21. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri and the Federal and state
securities laws.
14
<PAGE> 17
================================================================================
No person is authorized to give any information or to make any representations
other than those contained or incorporated by reference in the Prospectus in
connection with the offer contained in this Prospectus and, if given or made,
any such WHITNEY information or representation must not be relied HOLDING upon
as having been authorized by Whitney Holding CORPORATION Corporation. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy securities in any state or other jurisdiction PROSPECTUS where, or to
any person to whom, it is unlawful to make such an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change
in the affairs of Whitney Holding Corporation since the date hereof.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
WHITNEY HOLDING CORPORATION . . . . . . . . . 2
DESCRIPTION OF THE SERVICE . . . . . . . . . 3
General . . . . . . . . . . . . . . . . 3
Participation . . . . . . . . . . . . . 4
Purchases of Common Stock . . . . . . . 5
Custody of Common Stock . . . . . . . . 7
Sale, Transfer or Pledge of
Common Stock . . . . . . . . . . . . . 7
Other Information About the
Program . . . . . . . . . . . . . . . 8
DOCUMENTS INCORPORATED BY REFERENCE . . . . . 10
INDEMNIFICATION OF OFFICERS AND DIRECTORS . . 10
USE OF PROCEEDS . . . . . . . . . . . . . . . 11
PLAN OF DISTRIBUTION . . . . . . . . . . . . 11
LEGAL MATTERS . . . . . . . . . . . . . . . . 11
EXHIBIT A . . . . . . . . . . . . . . . . . . 12
</TABLE>
================================================================================
================================================================================
WHITNEY
HOLDING
CORPORATION
---------------
PROSPECTUS
---------------
---------------
COMMON STOCK
(NO PAR VALUE)
---------------
DIVIDEND
REINVESTMENT
AND
STOCK PURCHASE
PROGRAM
APRIL ___, 1994
================================================================================
<PAGE> 18
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,922
---------
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,000*
---------
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,000*
---------
Printing Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,000
---------
Transfer Agent Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10.00*
---------
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ O*
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31,932*
---------
</TABLE>
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 83 of the Louisiana Business Corporation Law (the "LBCL")
provides in part that a corporation may indemnify any director, officer,
employee or agent of the corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any action, suit or proceeding to which he
is or was a party or is threatened to be made a party (including any action by
or in the right of the corporation), if such action arises out of his acts on
behalf of the corporation and he acted in good faith not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The indemnification provisions of the LBCL are not exclusive; however,
no corporation may indemnify any person for willful or intentional misconduct.
A corporation has the power to obtain and maintain insurance, or to create a
form of self-insurance on behalf of any person who is or was acting for the
corporation, regardless of whether the corporation has the legal authority to
indemnify the insured person against such liability.
The Corporation's Articles of Incorporation and By-laws provide for
indemnification for directors, officers, employees and agents or former
directors, officers, employees and agents of the Corporation to the fullest
extent permitted by Louisiana law.
The Corporation maintains an insurance policy covering the liability
of its directors and officers for actions taken in their official capacity.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Corporation pursuant to the foregoing provisions or otherwise, the
Corporation has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
II-1
<PAGE> 19
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
4 .1 Articles of Incorporation of the Corporation dated July 20, 1961, as amended on May 23, 1962, as amended on
February 9, 1971, as amended on April 26, 1978, as amended on February 14, 1984, as amended on February 11, 1987,
and as amended on April 28, 1993, are incorporated by reference from the Corporation's Quarterly Report on Form 10-
Q for the period ended March 31, 1993 (file number 0-1026).
4 .2 By-laws of the Corporation as amended through September 25, 1991 are incorporated by reference from the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1992 (file number 0-1026).
4 .3 Form of Dividend Reinvestment and Stock Purchase Program (attached as Exhibit A to the Prospectus).
5 .1 Opinion of counsel as to the legality of the securities being registered.
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included on the Signature Page attached hereto).
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers of shares
are being made, a post-effective amendment to this registration
statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(c) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post- effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
II-2
<PAGE> 20
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Orleans, State of Louisiana, on this 23rd
day of March, 1994.
WHITNEY HOLDING CORPORATION
By: /s/ William L. Marks
William L. Marks
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Edward B. Grimball his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ WILLIAM L. MARKS Chairman of the Board March 23, 1994
William L. Marks and Chief Executive Officer
/s/ R. KING MILLING Director and President March 23, 1994
R. King Milling
/s/ EDWARD B. GRIMBALL Executive Vice President and March 23, 1994
Edward B. Grimball Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ HARRY J. BLUMENTHAL, JR. Director March 23, 1994
Harry J. Blumenthal, Jr.
</TABLE>
S-1
<PAGE> 22
<TABLE>
<S> <C> <C>
/s/ JAMES M. CAIN Director March 23, 1994
James M. Cain
/s/ Robert H. Crosby, Jr. Director March 23, 1994
Robert H. Crosby, Jr.
/s/ RICHARD B. CROWELL Director March 23, 1994
Richard B. Crowell
Director ________, 1994
William A. Hines
/s/ ROBERT E. HOWSON Director March 23, 1994
Robert E. Howson
Director ________, 1994
John J. Kelly
/s/ E. JAMES KOCK, JR. Director March 23, 1994
E. James Kock, Jr.
/s/ JOHN G. PHILLIPS Director March 23, 1994
John G. Phillips
/s/ JOHN K. ROBERTS, JR. Director March 23, 1994
John K. Roberts, Jr.
/s/ W. P. SNYDER III Director March 23, 1994
W. P. Snyder III
/s/ WARREN K. WATTERS Director March 23, 1994
Warren K. Watters
</TABLE>
S 2
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER ITEM DESCRIPTION SEQUENTIALLY
NUMBERED
PAGE
<S> <C> <C>
4 .1 Articles of Incorporation of the Corporation dated July 20,
1961, as amended on May 23, 1962, as amended on February 9,
1971, as amended on April 26, 1978, as amended on February
14, 1984, and as amended on February 11, 1987, as amended
on April 28, 1993, are incorporated by reference from the
Corporation's Quarterly Report on Form 10-Q for the period
ended March 31, 1993 (file number 0-1026).
4 .2 By-laws of the Corporation as amended through September 25,
1991, are incorporated by reference from the Corporation's
Annual Report on Form 10-K for the year ended December 31,
1992 (file number 0-1026).
4 .3 Form of Dividend Reinvestment and Stock Purchase Program
(attached as Exhibit A to the Prospectus).
5 .1 Opinion of counsel as to the legality of the securities
being registered. 24
23.1 Consent of Arthur Andersen & Co. 26
23.2 Consent of counsel (included in Exhibit 5).
24.1 Power of Attorney (included on the Signature Page attached
hereto).
</TABLE>
<PAGE> 1
April 1, 1994
Whitney Holding Corporation
228 St. Charles Avenue
New Orleans, Louisiana 70130
Re: Whitney Holding Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Whitney Holding Corporation (the
"Company") in connection with the preparation of its Registration Statement on
Form S-3 (the "Registration Statement") to be filed by the Company with the
Securities Exchange Commission (the "Commission") with respect to the issuance
by the Company of up to 500,000 shares of the Company's common stock, no par
value per share (the "Common Stock"), pursuant to the Whitney Holding
Corporation Dividend Reinvestment and Stock Purchase Program (the "Program").
In so acting, we have examined and relied upon the original, or a photostatic
or certified copy, of such records of the Company, certificates of officers of
the Company and of public officials, and such other documents as we have deemed
relevant and necessary as the basis for the opinion set forth below.
In such examination, we have assumed the genuineness of all signatures
appearing on all documents, the legal capacity of all persons signing such
documents, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
conformed or photostatic copies, the accuracy and completeness of all corporate
records made available to us by the Company, and the truth and accuracy of all
facts set forth in all certificates provided to or examined by us.
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that the Common Stock has been duly authorized, and, when issued
pursuant to the Program, will be legally issued, fully paid and non-assessable.
The foregoing opinions are limited to the laws of the State of
Louisiana and the federal laws of the United States of America. We express no
opinion as to matters governed by the laws of any other state. Furthermore, no
opinion is expressed herein as to the effect of any future acts of the parties
or changes in existing law. We undertake no responsibility to advise you of
any changes after the date
<PAGE> 2
Whitney Holding Corporation
April 1, 1994
Page 5
hereof in the law or the facts presently in effect that would alter the scope
or substance of the opinions herein expressed.
This letter expresses our legal opinion as to the foregoing matters
based on our professional judgment at this time; it is not, however, to be
construed as a guaranty, nor is it a warranty that a court considering such
matters would not rule in a manner contrary to the opinion set forth above.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Commission.
Very truly yours,
PHELPS DUNBAR
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
Whitney Holding Corporation
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 13, 1994,
included in Whitney Holding Corporation's Form 10-K for the year ended December
31, 1993, and to all references to our Firm included in this registration
statement.
New Orleans, Louisiana,
March 28, 1994
