<PAGE>
As filed with the Securities and Exchange Commission on August 31, 1994.
Registration No. 33-56024
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 AND FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------
WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
LOUISIANA 6712 72-6017893
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of incorporation Classification Code Number) 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)
-------------
EDWARD B. GRIMBALL
Whitney Holding Corporation
228 St. Charles Avenue
New Orleans, Louisiana 70130
(504) 586-7570
(Address, including zip code, and telephone number,
including area code, of agent for service)
-------------
Copy to:
JOSEPH S. SCHWERTZ, JR., ESQ.
Whitney Holding Corporation
228 St. Charles Avenue
New Orleans, Louisiana 70130
(504) 586-3596
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================================================================================
<PAGE>
WHITNEY HOLDING CORPORATION
PROSPECTUS
COMMON STOCK
(NO PAR VALUE)
This Prospectus relates to an aggregate of 720,000 shares (the
"Shares") of Common Stock, no par value (the "Common Stock"), of Whitney Holding
Corporation (the "Company") that may be offered, from time to time, by certain
employees of the Company (the "Selling Shareholders"). The Common Stock is
designated on the NASDAQ Stock Market ("NASDAQ") under the symbol "WTNY."
Shares may be issued pursuant to a Long-Term Incentive Program (the "Plan")
designed to distribute Shares to certain officers, executive personnel and other
key employees of the Company and pursuant to a stock option agreement between
the Company and its chief executive officer. Shares may be sold, 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 Shareholders will be the proceeds received by them upon such
sales, less brokerage commissions. The Company will receive no proceeds from
the sale of Shares. Information regarding the Selling Shareholders, including
the name and position with the Company of each such person, is set forth herein
under the heading "Selling Shareholders 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
individual Selling Shareholders will be borne by such Selling Shareholders.
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 August 26, 1994, the last reported sale price of the Common Stock,
as reported by NASDAQ, was $26.75 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 September 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) 586-7272.
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
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connection with all of the foregoing, and has forty-four 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 SHAREHOLDERS AND SHARES THAT MAY BE OFFERED
Shares acquired by Selling Shareholders upon the exercise of stock
options and certain other forms of incentives granted under the Plan and
pursuant to a stock option agreement between the Company and its chief executive
officer, Mr. William A. Marks (the "Agreement") may be authorized and unissued
shares, treasury shares or shares acquired on the open market.
The following table sets forth (1) the name of each Selling
Shareholder; (2) the position, office or other material relationship with the
Company or WNB held by such Selling Shareholder during the past three years; (3)
the amount of Common Stock owned by the Selling Shareholder, as of August 15,
1994, unless otherwise indicated; (4) the amount of Common Stock that may be
offered pursuant to this Prospectus by the Selling Shareholder; and (5) the
amount of Common Stock to be held by each Selling Shareholder subsequent to the
offering. No Selling Shareholder will own more than 1% of the outstanding
Common Stock after completion of the offering contemplated hereby.
<TABLE>
<CAPTION>
COMMON COMMON
COMMON STOCK STOCK TO BE
STOCK UNDER OWNED
OWNED ON OPTIONS SUBSEQUENT
AUGUST 15, THAT MAY BE TO ANY
NAME AND POSITION WITH COMPANY AND WNB 1994/(1)/ OFFERED/(2)/ OFFERING
- --------------------------------------------------- ------------ ------------ ----------
<S> <C> <C> <C>
William A. Marks 141,990/(3)/ 63,750 78,240
Chairman of the Board and Chief Executive Officer
of the Company and WNB
R. King Milling 62,532/(4)/ 15,000 47,532
President and Director of the Company and WNB
Edward B. Grimball 38,000 28,500 9,500
Executive Vice-President and Chief Financial Officer
of the Company and WNB
Kenneth A. Lawder, Jr. 38,178 26,850 11,328
Executive Vice-President of the Company and WNB
G. Blair Ferguson 20,000 15,000 5,000
Executive Vice-President of the Company and WNB
Joseph May 8,500 6,000 2,500
Executive Vice-President of the Company and WNB
Totals: 309,200 155,100 154,100
</TABLE>
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<PAGE>
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(1) Includes shares owned as of December 31, 1993, through benefit plans
sponsored by the Company or WNB and Shares offered hereby which the Selling
Shareholder has the right to acquire when stock options under the Plan
become exercisable.
(2) Consists of the Shares offered hereby.
(3) Includes options to purchase 33,750 shares at any time through February 28,
2000, at $18.11 per share granted to Mr. Marks prior to adoption of the
Plan.
(4) Includes shared voting and investment power with respect to 2,768 shares
owned by members of Mr. Milling's family.
_______________
The Selling Shareholders may offer, from time to time, up to 720,000 Shares
to be acquired by them as a result of the exercise of stock options and other
incentives granted pursuant to the Plan and the Agreement. Shares may be sold
in ordinary brokerage transactions through the NASDAQ 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 Shareholders will
pay all brokerage commissions. In connection with any sales, the Selling
Shareholders 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 Shareholders with reasonable quantities
of prospectuses. There can be no assurances that any of the Selling
Shareholders will sell any or all of the Shares offered by them hereunder.
CAPITAL STOCK
The authorized capital stock of the Company consists of 40,000,000 shares
of Common Stock, no par value, of which 14,565,418 were outstanding on August
15, 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.
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<PAGE>
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.
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.
4
<PAGE>
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.
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
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<PAGE>
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.
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
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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.
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
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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.
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.
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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, filed pursuant to Section 13 of the Exchange
Act.
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 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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Whitney Holding Corporation (the
"Company") with the Securities and Exchange Commission ("Commission") pursuant
to the Securities Exchange Act of 1934 ("Exchange Act") are incorporated in this
Registration Statement by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1993, (including portions of the Company's Proxy Statement for the 1993
annual meeting of shareholders stated therein to be incorporated therein by
reference).
(2) The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1994, and June 30, 1994, filed pursuant to Section 13 of the Exchange
Act.
All documents subsequently filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act prior to the filing by the Company of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 83 of 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
II-1
<PAGE>
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 Company'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 Company to the full extent
permitted by Louisiana law.
The Company 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 Company
pursuant to the foregoing provisions or otherwise, the Company 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. 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.*
4.2 By-laws of the Company, as amended through March 23, 1994.
5.1 Opinion of Phelps Dunbar, L.L.P. as to the legality of the securities
being registered.*
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5).*
24.1 Power of Attorney (included on the Signature Page to Registration
Statement in the form it was declared effective).
_____________
* Previously filed.
II-2
<PAGE>
ITEM 9. 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.
(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-8 and Form S-3 and has duly caused this
Post Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Orleans, State of Louisiana, on
this 30th day of August, 1994.
WHITNEY HOLDING CORPORATION
By: /s/ William L. Marks
--------------------------------
William L. Marks
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post Effective Amendment No. 1 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 August 30, 1994
- ---------------------- and Chief Executive Officer
William L. Marks
* Director and President August 30, 1994
- ----------------------
R. King Milling
* Executive Vice President and August 30, 1994
- ---------------------- Chief Financial Officer
Edward B. Grimball (Principal Financial Officer
and Principal Accounting Officer)
* Director August 30, 1994
- ----------------------
James M. Cain
* Director August 30, 1994
- ----------------------
Robert H. Crosby, Jr.
* Director August 30, 1994
- ----------------------
Richard B. Crowell
* Director August 30, 1994
- ----------------------
William A. Hines
</TABLE>
S-1
<PAGE>
<TABLE>
<S> <C> <C>
* Director August 30, 1994
- ----------------------
Robert E. Howson
* Director August 30, 1994
- ----------------------
John J. Kelly
* Director August 30, 1994
- ----------------------
E. James Kock, Jr.
* Director August 30, 1994
- ----------------------
John G. Phillips
* Director August 30, 1994
- ----------------------
Robert H. Reeves, Jr.
* Director August 30, 1994
- ----------------------
John K. Roberts, Jr.
* Director August 30, 1994
- ----------------------
W. P. Snyder III
* Director August 30, 1994
- ----------------------
Warren K. Watters
/s/ Edward B. Grimball
-----------------------------------------
* By: Edward B. Grimball
pursuant to power of attorney
</TABLE>
S-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER ITEM DESCRIPTION SEQUENTIALLY
NUMBERED
PAGE
<C> <S> <C>
4.2 By-laws of the Company
23.1 Consent of Arthur Andersen & Co.
</TABLE>
<PAGE>
EXHIBIT 4.2
BY-LAWS
OF
WHITNEY HOLDING CORPORATION
SECTION 1. Meetings of the Board of Directors of this corporation may be held
by means of conference telephone or similar communications equipment.
SECTION 2. A. Without limiting in any way the indemnification by the
corporation of persons as provided in its charter and the existing applicable
law, the corporation shall have authority to indemnify persons in accordance
with Louisiana Revised Statutes 12:83 as it may from time to time become
amended, supplemented or replaced.
B. The corporation shall have authority to procure or maintain insurance or
other similar arrangement in accordance with Louisiana Revised Statutes 12:83(F)
and (G) as they may from time to time become amended, supplemented or replaced.
SECTION 3. The Company may issue stock certificates signed by the Chief
Executive Officer and Secretary of the Company. In addition to the Chief
Executive Officer and Secretary of the Company, the President, any Vice
President and any Assistant Secretary, respectively, of the Company may sign the
Company's stock certificates. The company may issue stock certificates bearing
the facsimile signatures of the Company's Chief Executive Officer and Secretary,
<PAGE>
provided such certificates are countersigned by Whitney National Bank, Trust
Department, as transfer agent for the Company's stock.
SECTION 4. There shall be a standing committee of this Corporation, appointed
by the Board, to be known as the Executive Committee, consisting of the Chairman
of the Board, the President, and such other Directors as may be appointed from
time to time, each to serve a 12 months' term, four (4) members of which shall
constitute a quorum for the transaction of business. This committee shall have
power to direct and transact all business of the Corporation, which properly
might come before the Board of Directors, except such as the Board only, by law,
is authorized to perform. The Executive Committee shall report its actions in
writing at each regular meeting of the Board of Directors, which shall approve
or disapprove the report and record such action in the minutes of the meeting.
<PAGE>
EXHIBIT 23.1
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.
ARTHUR ANDERSEN & CO.
New Orleans, Louisiana
August 31, 1994
