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Registration No. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
LOUISIANA 72-6017893
(State or other (I.R.S.Employer
jurisdiction of incorporation Identification Number)
or organization)
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)
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EDWARD B. GRIMBALL
Executive Vice President
and Chief Financial Officer
Whitney Holding Corporation
228 St. Charles Avenue
New Orleans, Louisiana 70130
(504) 586-7570
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
JOSEPH S. SCHWERTZ, JR., ESQ. VIRGINIA BOULET, ESQ.
Corporate Secretary Phelps Dunbar, L.L.P.
Whitney Holding Corporation Texaco Center, 30th Floor
228 St.Charles Avenue 400 Poydras Street
New Orleans, Louisiana 70130 New Orleans, Louisiana 70130
(504) 586-3596 (504) 584-9286
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
By the Selling Shareholder, from time to time after the effective date
of this Registration Statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
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. [X]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<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......... 200,000 $23.38 $4,676,000 $1,612.41
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</TABLE>
/(1)/ In the event of a stock split, stock dividend or similar transaction
involving Common Stock of the Company, 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 average of the high and low sale
price of the Common Stock on October 31, 1994, as reported by NASDAQ.
-----------------
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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WHITNEY HOLDING CORPORATION
PROSPECTUS
COMMON STOCK
(NO PAR VALUE)
This Prospectus relates to an aggregate of 200,000 shares (the
"Shares") of Common Stock, no par value (the "Common Stock"), of Whitney
Holding Corporation (the "Company") that may be sold, from time to time,
by Whitney National Bank, as trustee of the Whitney National Bank
Retirement Plan (the "Selling Shareholder"). The Common Stock is traded on
the NASDAQ Stock Market ("NASDAQ") under the symbol "WTNY." Shares will be
sold by the Selling Shareholder from time to time, in ordinary brokers'
transactions through the NASDAQ at the price prevailing at the time of such
sales. The commission payable will be the regular commission a broker
receives for effecting such sales. Shares may also be offered in block
trades, private transactions or otherwise. The net proceeds to the Selling
Shareholder will be the proceeds received by it upon such sales, less
brokerage commissions. The Company will receive no proceeds pursuant to
the sale of Shares. Information regarding the Selling Shareholder is set
forth herein under the heading "Selling Shareholder and Shares that may be
Offered." All expenses of registration incurred in connection with this
offering are being borne by the Company, but the brokerage and other
expenses of sale incurred by the Selling Shareholder will be borne by the
Selling Shareholder.
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in
this Prospectus in connection with the offer contained in this Prospectus
and, if given or made, any such information or representation must not be
relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy
securities in any state or other jurisdiction 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 the Company since the date hereof.
On October 31, 1994, the average of the high and low sale price
of the Common Stock through the NASDAQ was $23.38 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 November 1, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company 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 Company 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 Company'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 Company 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 Company 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, (504) 586-
7570.
1
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THE COMPANY
The Company is a Louisiana bank holding company registered
pursuant to the Bank Holding Company Act of 1956. The Company became an
operating entity in 1962 with Whitney National Bank ("WNB") as its only
significant subsidiary. WNB, which has its headquarters in Orleans Parish,
has been engaged in general banking business in the City of New Orleans
since 1883. WNB has 44 branch offices located in the metropolitan areas 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 in the trust
business, 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. WNB is also
active as a correspondent for other banks. WNB renders specialized
services of different kinds in connection with all of the foregoing, and
has 44 domestic offices and one foreign office. All material funds of the
Company are invested in WNB.
The Company 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.
SELLING SHAREHOLDER AND SHARES THAT MAY BE OFFERED
Except for Shares acquired as a result of stock dividends or
stock splits, the Shares offered hereby were contributed to the Seller
Shareholder by the Company prior to 1965 as part of the Company's
retirement benefits for employees of the Company and WNB. At October 31,
1994, the Selling Shareholder owned 309,555 shares of Common Stock,
representing 2.118% of the total outstanding shares of Common Stock. If
the Selling Shareholder sells 200,000 Shares pursuant to this Prospectus,
the Selling Shareholder will own 109,555 shares of Common Stock,
representing less than one percent of the total outstanding shares of
Common Stock.
The Selling Shareholder may sell up to 200,000 Shares pursuant to
this Prospectus in ordinary brokers' transactions through the NASDAQ Stock
Market at the prices prevailing at the time of such sales. The commissions
payable will be the regular commissions of brokers for affecting such
sales. Sales may also be offered in block trades, private transactions or
otherwise. The Company will pay all expenses in preparing and reproducing
this Prospectus, but will not receive any part of the proceeds of the sale
of any Shares. The Selling Shareholder will pay all brokerage commissions.
In connection with any sales, the Selling Shareholder and any brokers
participating in such sales may be deemed to be underwriters within the
meaning of the Securities Act.
The Company will supply the Selling Shareholder with reasonable
quantities of prospectuses. There can be no assurances that the Selling
Shareholder will sell any or all of the Shares offered by it hereunder.
2
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CAPITAL STOCK
The authorized capital stock of the Company consists of
40,000,000 shares of Common Stock, no par value, of which 14,616,364 were
outstanding on October 31, 1994. The following description of the
Company's capital stock is qualified in its entirety by reference to the
Company's Articles of Incorporation and By-laws and to the applicable
provisions of the Louisiana Business Corporation Law (the "LBCL").
COMMON STOCK
Voting Rights - Non-cumulative Voting. Holders of Common Stock
are entitled to one vote per share on all matters to be voted on by the
shareholders. Holders of Common Stock do not have cumulative voting
rights. As a result, the holders of more than 50% of the Common Stock may
elect all of the directors.
Dividend Rights. Holders of outstanding Common Stock are
entitled to receive such dividends, if any, as may be declared by the Board
of Directors, in its discretion, out of funds legally available therefor.
Liquidation Rights. In the event of the liquidation of the
Company the holders of Common Stock are entitled to receive pro rata any
assets distributable to shareholders in respect of their shares.
Preemptive Rights. Holders of Common Stock do not have
preemptive rights.
DIRECTORS
Staggered Board. The Board of Directors of the Company is
divided into five classes, as nearly equal in number as possible, with
members of each class to serve for five years, and with one class being
elected each year. Directors of the Company must also be shareholders of
the Company. Any director of the Company may be removed from office with
or without cause only by the affirmative vote of at least 90% of the voting
power of the Company present at a special meeting of the shareholders
called for that purpose. The quorum requirement for such a meeting is 90%
of the total voting power of the Company present in person or by proxy at a
special meeting called for that purpose.
Indemnification. The Articles of Incorporation provide for
indemnification and advancement of expenses of any officer, director,
employee or agent of the Company for any action taken in good faith by that
officer, director, employee or agent. Indemnification in the case of
actions by or in right of the Company shall be limited to expenses actually
and reasonably incurred in defense or settlement of an action. The Board
of Directors, in its discretion, may choose to provide further
indemnification to officers, directors, employees and agents of the
Company.
The Articles of Incorporation and By-laws authorize the Company
to maintain insurance covering the actions of its officers, directors,
employees and agents, and the By-laws provide for indemnification to the
fullest extent allowed under the LBCL.
3
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Limitation of Liability. The Articles of Incorporation eliminate
the personal liability of the Company's directors and officers to the
Company or its shareholders for monetary damages for breach of their duty
of care. Directors and officers are liable for monetary damages (i) for
breach of their duty of loyalty to the Company or its shareholders, (ii)
for acts or omissions that were not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) for knowingly,
or without the exercise of reasonable care and inquiry, authorizing the
payment of an unlawful dividend or distribution or the purchase or
redemption of the Company's stock in violation of law, or (iv) for any
transaction from which the director or officer derived an improper personal
benefit.
The limitation of liability provisions in the Articles of
Incorporation do not affect the ability of shareholders to obtain
injunctive or other equitable relief for any violation of the duty of care;
they only eliminate monetary damages as a remedy for breach of the duty of
care. As a practical matter, however, shareholders may be unable to obtain
injunctive or equitable relief unless they discover the improper action or
transaction in time to obtain judicial relief before it is consummated.
SUPERMAJORITY AND FAIR PRICE PROVISIONS
Supermajority Provisions. The Articles of Incorporation contain
certain provisions designed to provide safeguards for shareholders when a
Related Person (as defined below) attempts to effect a Business Combination
(as defined below) with the Company. In general, a Business Combination
between the Company and a Related Person must be approved by the
affirmative vote of at least 90% of the voting power of the Company present
at a shareholders' meeting, at which meeting at least 90% of the total
voting power of the Company must be present in person or by proxy to
constitute a quorum, unless certain minimum price and procedural
requirements are satisfied and the Board of Directors of the Company has
the opportunity to state its recommendations to the shareholders in a proxy
statement. If these requirements are satisfied, only the affirmative vote
of two-thirds of the voting power present or represented at a shareholders
meeting of the Company would be required.
A "Related Person" is defined as any person who, together with
certain persons related to him or it, is the beneficial owner of 10% or
more of the total voting power of the Company. The term "beneficial owner"
includes persons directly or indirectly owning or having the right to
acquire or vote the stock of the Company.
A "Business Combination" includes the following transactions:
(1) any merger or consolidation involving the Company or any subsidiary of
the Company; (2) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition by the Company or any of its subsidiaries of all or a
substantial part of the assets of the Company; or (3) any sale, lease,
exchange, mortgage, pledge, transfer or other disposition of all or a
substantial part of the assets by an entity to the Company or any of its
subsidiaries.
A "Continuing Director" includes a person who was a member of the
Board of Directors of the Company elected by the shareholders prior to the
time that a Related Person acquired in excess of 10% of the stock of the
Company, or a person recommended to succeed a Continuing Director by a
majority of Continuing Directors.
4
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Fair Price Provisions. There is no requirement that 90% of the
voting power present of the Company approve a Business Combination between
a Related Person and the Company if all of the requirements described below
are satisfied.
(1) Minimum Price Requirement. The cash or fair market value of
the property, securities or other consideration to be received per share by
shareholders of the Company (other than the Related Person) in connection
with the Business Combination must be no less than the "Highest Purchase
Price" (as defined below) paid by such Related Person. This minimum price
to be received per share by shareholders must also exceed the highest price
per share paid by the Related Person in acquiring any of its holdings of
the Common Stock and may not be less than the earnings per share of Common
Stock of the Company for the four full consecutive fiscal quarters
immediately preceding the record date for solicitation of votes on such
Business Combination, multiplied by the then price/earnings multiple (if
any) of such Related Person as customarily computed and reported in the
financial community.
The "Highest Purchase Price" is defined, in the case of Common
Stock, as the highest amount of consideration theretofore paid or agreed to
be paid by the Related Person for a share of Common Stock (including any
brokerage commissions, transfer taxes and soliciting dealers' fees)
immediately prior to the commencement of acquisition of the Common Stock.
(2) Procedural Requirements. The following procedural
requirements must be satisfied at all times after the Related Person became
a Related Person: (i) the Related Person shall have taken steps to ensure
that the Company's Board of Directors included at all times representation
by Continuing Directors proportionate to the stockholdings of the Company's
shareholders not affiliated with the Related Person; (ii) there shall have
been no reduction in the annual rate of dividends paid on the shares of
Common Stock unless otherwise approved by a majority of the Continuing
Directors; (iii) the Related Person shall not have acquired any newly
issued shares of Common Stock, directly or indirectly except upon
conversion of convertible securities acquired by it prior to becoming a
Related Person or as a result of a pro-rata stock split; and (iv) the
Related Person shall not have acquired any additional shares of Common
Stock or securities convertible into Common Stock except as part of the
transaction by which such Related Person became a Related Person.
(3) Actions Prior to Becoming a Related Person. The Related
Person shall not have: (i) received the benefit, directly or indirectly
(except proportionately as a shareholder), of any loans, advances,
guarantees, pledges or other financial assistance or tax credits provided
by the Company; or (ii) made any major change in the Company's business or
equity capital structure without the unanimous approval of the Board of
Directors, in either case prior to the consummation of such Business
Combination.
(4) Proxy Statement. A proxy statement pursuant to the
requirements of the Exchange Act shall be mailed to all shareholders of the
Company for the purpose of soliciting shareholder approval of the Business
Combination and shall contain at the front thereof, in a prominent place,
any recommendations as to the advisability (or inadvisability) of the
Business Combination that the Continuing Directors, or any of them, may
choose to state, and, if deemed advisable by the Continuing Directors, an
opinion of a reputable investment banking firm as to the fairness of the
terms of such Business Combination.
5
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Vote Necessary to Amend Articles of Incorporation. The Articles
of Incorporation provide that the affirmative vote of the holders of 90% or
more of the total voting power is required in order to amend the fair price
provisions, provided that only a majority vote of shareholders present or
represented at a meeting of shareholders called for such purpose is
required if the action to amend was approved by a majority of the
Continuing Directors at a time when there is a Related Person or a majority
of the entire Board of Directors at a time when there is no Related Person.
Purposes and Effect of Supermajority and Fair Price Provisions.
The fair price provisions are designed to prevent a purchaser from
utilizing two-tier pricing and similar inequitable tactics in the event of
an attempted takeover of the Company. In the absence of the supermajority
and fair price provisions, a purchaser who acquired control of the Company
would be in a position, by virtue of such control, to compel minority
shareholders to accept a lower price or a less desirable form of
consideration than that given to other shareholders.
The effect of the provisions is to encourage any Related Person
or potential Related Person interested in a Business Combination to
negotiate the terms of such transaction with the Board of Directors of the
Company prior to its acquisition of a substantial amount of the capital
stock of the Company and in a context that would provide adequate time and
information so that all relevant considerations would receive the requisite
attention and, if necessary, publicity. The Board of Directors of the
Company believes that the Continuing Directors of the Company are likely to
be more knowledgeable than individual shareholders in assessing the
business and prospects of the Company and are accordingly better able to
negotiate effectively with the Related Person. Also, the provisions should
help to protect those shareholders who by choice or for lack of adequate
opportunity did not sell shares in the first step of a two-tiered offer, by
ensuring that a fair price will be paid to the shareholders in the second
step of the two-tiered transaction if, but only if, the Related Person
elects to initiate a second step.
It should be noted, however, that tender offers are usually made
at premium prices above the prevailing market price of a company's stock.
In addition, acquisitions of stock by persons attempting to acquire control
through market purchases may cause the market price of the stock
temporarily to reach levels which are higher than would otherwise be the
case. Because of the higher percentage requirements for shareholder
approval of any subsequent Business Combination, and the possibility of
having to pay a higher price to other shareholders in such a Business
Combination, it may become more costly for a purchaser to acquire control
of the Company. The Articles of Incorporation may discourage such
purchases, particularly those for less than all of the shares of the
Company, and may therefore deprive holders of the Common Stock of an
opportunity to sell their stock at a temporarily higher market price. A
potential purchaser of stock seeking to obtain control may also be
discouraged from purchasing stock because a supermajority shareholder vote
would be required in order to change or eliminate the fair price protection
provisions in the Articles of Incorporation.
Although the supermajority and fair price provisions are designed
to assure fair treatment of all shareholders in the event of a takeover,
the provisions may also adversely affect the ability of shareholders to
benefit from certain transactions which are opposed by the Board of
Directors of the Company.
6
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In certain instances, the fair price provisions, while providing
objective pricing criteria, could be arbitrary and not indicative of value.
In addition, a Related Person may be unable, as a practical matter, to
comply with all of the procedural requirements of the Articles of
Incorporation. In these circumstances, a potential purchaser would be
forced either to negotiate with the Continuing Directors and offer terms
acceptable to them or to abandon the proposed Business Combination.
Under the fair price provisions, in certain circumstances, a
Business Combination that might be attractive to some shareholders might
never be proposed to the shareholders by a Related Person, or if proposed,
might not be consummated. Further, the provisions may, under certain
circumstances, give holders of a minority of the voting power a veto power
over a Business Combination that the majority of shareholders may believe
desirable and beneficial. On August 15, 1994, directors and executive
officers of the Company beneficially owned 1,261,088 shares (8.6%) of the
Common Stock. Therefore, it may be difficult or impossible for a Related
Person to secure the necessary supermajority vote without management's
approval.
Since only the Continuing Directors will have the authority to
avoid the requirement of a supermajority shareholder vote to approve
Business Combinations if otherwise applicable, the provisions also may tend
to insulate management against the possibility of removal in the event of a
takeover bid. Further, if the Related Person were to replace all of the
directors who were in office on the date it became a Related Person (which
it could not be assured of accomplishing for at least four years because of
the Board's classification), there would be no Continuing Directors and,
consequently, the 90% shareholder vote requirement would apply to any
Business Combination, unless the minimum price and procedural requirements
were satisfied.
Federal securities laws and regulations applicable to Business
Combinations govern the disclosure required to be made to minority
shareholders in order to consummate certain Business Combinations.
However, the laws and regulations do not assure that the terms of a
Business Combination will be fair from a financial standpoint. The LBCL
provides that, under certain circumstances, the affirmative vote of the
holders of at least 80% of the voting power of a Louisiana corporation is
necessary in order to approve certain types of business combinations with a
related party unless the shareholders receive a price for their shares as
set forth in the LBCL and certain other conditions are met. While the fair
price protection provisions of the LBCL would apply to any Business
Combination involving the Company and a Related Party, the Board of
Directors of the Company believes that the fair price provisions in the
Articles of Incorporation provide additional assurance that the
shareholders of the Company will receive an equitable price for their
shares in the event that a Business Combination is consummated.
CONSIDERATIONS IN CHANGE OF CONTROL
The LBCL authorizes the Board of Directors of the Company, when
considering any proposal to acquire control of the Company, to take into
account, among other enumerated factors and any other factors the board
deems relevant, the interests of the Company's employees, creditors and the
communities in which the Company conducts its business, as well as purely
financial interests of the Company's shareholders.
7
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AMENDMENT OF ARTICLES OF INCORPORATION
The affirmative vote of the holders of 90% of the voting power
present is required to amend any provision of the Articles of Incorporation
relating to the Board of Directors of the Company or the supermajority and
fair price provisions contained therein. In other instances, the
affirmative vote of at least a majority of the total voting power of the
Company or two-thirds of the voting power present at a shareholders'
meeting, whichever is greater, is required to amend the Articles of
Incorporation.
AMENDMENT OF BY-LAWS
The By-laws may be amended or repealed by the affirmative vote of
a majority of the Board of Directors of the Company or by the affirmative
vote of at least a majority of the voting power present at a meeting of the
shareholders of the Company.
SHAREHOLDERS MEETINGS
Shareholders holding not less than 20% of its outstanding Common
Stock may require the Company to call a meeting of its shareholders.
LOUISIANA CONTROL SHARE ACQUISITION STATUTE
The LBCL Control Share Acquisition Statute provides that any
shares acquired by a person or group (an "Acquiror") in an acquisition that
causes such person or group to have the power to direct the exercise of
voting power in the election of directors in excess of 20%, 33 1/3% or 50%
thresholds shall have only such voting power as shall be accorded by the
holders of all shares other than Interested Shares (as defined below) at a
meeting called for the purpose of considering the voting power to be
accorded to shares held by the Acquiror. "Interested Shares" include all
shares as to which the Acquiror, any officer of the Company and any
director of the Company who is also an employee of the Company may exercise
or direct the exercise of voting power. If a meeting of shareholders is
held to consider the voting rights to be accorded to an Acquiror and the
shareholders do not vote to accord voting rights to such shares, the
Company may have the right to redeem the shares held by the Acquiror for
their fair market value.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by the Company
with the Commission are incorporated herein by reference:
(1) The Company'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 Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1994 and June 30, 1994.
All reports filed by the Company 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
8
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of the offering of the Shares 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.
9
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses payable in connection with the proposed sale of Common
Stock covered hereby are as follows:
<TABLE>
<CAPTION>
<S> <C>
Registration Fee..................................... $ 1,612.41
NASD Filing Fee...................................... 0.00
Printing and Engraving............................... 0.00
Legal Fees and Expenses.............................. 5,000.00
Accounting Fees and Expenses......................... 3,000.00
Blue Sky Fees and Expenses (including counsel fees).. 1,700.00
Transfer Agent....................................... 0.00
Miscellaneous........................................ 0.00
Total Expenses.................................... $11,312.41
</TABLE>
All expenses of registration incurred in connection with this offering are
being borne by the Company, but the selling and other expenses incurred by the
Selling Shareholder will be borne by the Selling Shareholder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation provide for indemnification and advancement of
expenses of any officer, director, employee or agent of the Company for any
action taken in good faith by that officer, director, employee or agent.
Indemnification in the case of actions by or in right of the Company shall be
limited to expenses actually and reasonably incurred in defense or settlement of
an action. The Board of Directors, in its discretion, may choose to provide
further indemnification to officers, directors, employees and agents of the
Company.
The Articles of Incorporation and By-laws authorize the Company to maintain
insurance covering the actions of its officers, directors, employees and agents,
and the By-laws provide for indemnification to the fullest extent allowed under
the LBCL.
II-1
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ITEM 16. EXHIBITS.
4.1 Articles of Incorporation of the Company 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 May 3, 1993,
incorporated by reference to Exhibit 4(b) to the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
1993.
4.2 By-laws of the Company as amended through March 23, 1994,
incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-3, Reg. No. 33-55307.
5.1 Opinion of Phelps Dunbar, L.L.P. as to the legality of the
securities being registered.
23.1 Consent of Arthur Andersen, L.L.P.
23.2 Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5).
24.1 Power of Attorney (included on the Signature Page attached
hereto).
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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;
(iii) 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>
(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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
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 28th day of September, 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 William L. Marks and
Edward B. Grimball, or either one of them, as 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 September 28, 1994
- ------------------------------ and Chief Executive Officer
William L. Marks
/s/ R. King Milling Director and President September 28, 1994
- ------------------------------
R. King Milling
</TABLE>
S-1
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Edward B. Grimball
- ------------------------------ Executive Vice President and September 28, 1994
Edward B. Grimball Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Harry J. Blumenthal, Jr. Director September 28, 1994
- ------------------------------
Harry J. Blumenthal, Jr.
/s/ James M. Cain Director September 28, 1994
- ------------------------------
James M. Cain
/s/ Robert H. Crosby, Jr. Director September 28, 1994
- ------------------------------
Robert H. Crosby, Jr.
- ------------------------------ Director __________________
Richard B. Crowell
- ------------------------------ Director __________________
William A. Hines
/s/ Robert E. Howson Director September 28, 1994
- ------------------------------
Robert E. Howson
/s/ John J. Kelly Director September 28, 1994
- ------------------------------
John J. Kelly
/s/ E. James Kock, Jr. Director September 28, 1994
- ------------------------------
E. James Kock, Jr.
/s/ John G. Phillips Director September 28, 1994
- ------------------------------
John G. Phillips
- ------------------------------ Director __________________
John K. Roberts, Jr.
/s/ W. P. Snyder III Director September 28, 1994
- ------------------------------
W. P. Snyder III
______________________________ Director -------------------
Warren K. Watters
</TABLE>
S-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER ITEM DESCRIPTION SEQUENTIALLY
NUMBERED
PAGE
<S> <C> <C>
5.1 Opinion of Phelps Dunbar, L.L.P. as to the
legality of the securities being registered.
23.1 Consent of Arthur Andersen, L.L.P.
23.2 Consent of Phelps Dunbar, L.L.P. (included in
Exhibit 5).
24.1 Power of Attorney (included on the Signature Page
attached hereto).
</TABLE>
<PAGE>
EXHIBIT 5.1
(LETTERHEAD OF PHELPS DUNBAR
APPEARS HERE)
VIRGINIA BOULET
PARTNER
NEW ORLEANS OFFICE
(504) 584-9286
8916-29
October 31, 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 and Exchange Commission (the "Commission") relating to an
aggregate of 200,000 shares of the Company's common stock, no par value per
share (the "Common Stock"), that may be sold, from time to time, by
Whitney National Bank, as trustee (the "Trustee") of the Whitney National
Bank Retirement Plan (the "Plan"). 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 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
<PAGE>
authorized and legally issued, and is fully paid and non-assessable, and
will remain as such when sold by the Trustee on behalf of the Plan.
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 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, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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.
ARTHUR ANDERSEN, L.L.P.
New Orleans, Louisiana
October 31, 1994
