<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
WHITNEY HOLDING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
LOGO OF WHITNEY HOLDING APPEARS HERE
March 10, 1995
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
The Annual Meeting of Shareholders of Whitney Holding Corporation (the
"Company") will be held on the eleventh floor, Pan-American Life Center, 601
Poydras Street, New Orleans, Louisiana, on Wednesday, April 26, 1995, at 10:30
a.m., for the purposes of considering and voting upon:
1. Election of two directors to serve until the 1999 Annual Meeting and
four directors to serve until the 2000 Annual Meeting, or until their
successors are elected and qualified.
2. Ratification of the selection of Arthur Andersen LLP as independent
public accountants to audit the books of the Company and its subsidiaries
for 1995.
3. Such other business as may properly come before the meeting or any
adjournments thereof.
The close of business on March 1, 1995, has been fixed as the record date for
determining shareholders entitled to notice of and to vote at the meeting.
By order of the Board of Directors.
LOGO
SIGNATURE OF JOSEPH S. SCHWERTZ, JR.
APPEARS HERE
JOSEPH S. SCHWERTZ, JR.
Secretary
- --------------------------------------------------------------------------------
228 ST. CHARLES AVENUE, NEW ORLEANS, LA 70130
YOUR VOTE IS IMPORTANT
Whether or not you expect to attend the meeting, please mark, date, sign and
promptly return the enclosed proxy in the accompanying envelope, which requires
no postage if mailed in the United States. You may, of course, later revoke
your proxy and vote in person.
<PAGE>
LOGO OF WHITNEY HOLDING APPEARS HERE
228 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70130
----------------
PROXY STATEMENT
----------------
The enclosed proxy is solicited by the Board of Directors of Whitney Holding
Corporation (the "Company") for use at the Annual Meeting of Shareholders to be
held on April 26, 1995 and at any adjournments thereof. If properly and timely
completed and returned, the proxy will be voted in the manner you specify
thereon. If no manner is specified, the proxy will be voted FOR election of the
nominees for directors hereinafter named and FOR ratification of the selection
of Arthur Andersen LLP as the Company's independent public accountants.
The proxy may be revoked by giving written notice of revocation to the
Company's secretary or by filing a properly executed proxy of later date with
the secretary at or before the meeting.
The cost of soliciting proxies will be borne by the Company. Directors,
officers and regular employees of the Company and its principal subsidiary,
Whitney National Bank (the "Bank"), may solicit proxies by mail, telephone,
telecopier and personal interview, but will not receive additional compensation
therefor.
All share and per-share figures in the Proxy Statement give effect to the
three-for-two stock splits effective February 22, 1993 and November 29, 1993.
This proxy statement and related materials will first be mailed to
shareholders on or about March 10, 1995.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record as of the close of business on March 1, 1995 are
entitled to notice of and to vote at the meeting. On that date, 14,740,686
shares of Common Stock (being the Company's only class of authorized stock)
were outstanding. Each share is entitled to one vote.
The following table provides information concerning the only shareholder
known by the Company to be the beneficial owner (as determined in accordance
with Rule 13d-3 of the Securities and Exchange Commission) of more than 5% of
its outstanding stock as of March 1, 1995.
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER OWNED(1) CLASS
------------------- ------------------- ----------
<S> <C> <C>
Estate of William G. Helis,................ 999,930 6.78%
a Louisiana partnership
912 Whitney Building
New Orleans, Louisiana 70130
</TABLE>
- --------
(1) Includes direct and indirect ownership. Based on Amendment No. 1 to
Schedule 13D dated December 31, 1990 as filed with the Securities and
Exchange Commission. David A. Kerstein, an attorney, has shared voting and
investment power with respect to the shares shown by virtue of his status
as co-executor, co-administrator and co-trustee for, and under revocable
delegations of authority given by, several successions, trusts and natural
persons who in the aggregate have a 100% partnership interest, and under a
revocable delegation of authority given by the partnership itself. Mr.
Kerstein also has shared voting and investment power with respect to 93,773
shares owned by the Succession of William G. Helis, Jr., of which he serves
as co-executor. Mr. Kerstein disclaims beneficial ownership of all such
shares, which aggregates 7.42% of the Company's outstanding stock.
1
<PAGE>
ELECTION OF DIRECTORS
The Company's charter provides for a classified Board of Directors, composed
of not less than five nor more than twenty-five persons, divided into five
classes serving staggered five-year terms, with the exact number of directors
to be fixed by the Board. By Board resolution, the number of directors has been
set at sixteen, of whom six are to be elected this year. The Board nominates
Joel B. Bullard, Jr., Angus R. Cooper, II, Robert E. Howson, John J. Kelly,
William L. Marks and Warren K. Watters. Messrs. Bullard and Cooper were
appointed in November, 1994, to fill two vacancies on an expanded Board, and
pursuant to the Company's Charter, must stand for election by the shareholders
at the 1995 Annual Meeting. They are nominated to a term expiring at the 1999
Annual Meeting and are expected to stand for re-election to a full five-year
term at that time. Messrs. Howson, Kelly, Marks and Watters, who were elected
at a prior shareholders meeting, are nominated to serve until the 2000 Annual
Meeting. Should any of the nominees become unavailable for election, which is
not anticipated, proxy holders may in their discretion vote for other nominees
recommended by the Board.
Directors will be elected by plurality of the votes actually cast.
Abstentions and broker nonvotes will be disregarded.
The following table includes information furnished by the respective nominees
and directors with regard to their principal occupations for the last five
years, directorships of other public companies and beneficial ownership of the
Company's outstanding stock as of December 31, 1994, as well as the beneficial
ownership of each of the named Executive Officers in the Summary Compensation
Table (as determined in accordance with Rule 13d-3 of the Securities and
Exchange Commission).
<TABLE>
<CAPTION>
SHARES PERCENT
DIRECTOR TERM BENEFICIALLY OF
NAME AND AGE PRINCIPAL OCCUPATION SINCE EXPIRES OWNED(1) CLASS
- ------------ -------------------- -------- ------- ------------ -------
NOMINEES FOR TERM EXPIRING 1999
<S> <C> <C> <C> <C> <C>
Joel B. Bullard, Jr., 44 President, Joe Bullard Automotive 1994 1995 10,765(21) *
Companies
Angus R. Cooper, II, 52 Chairman and Chief Executive 1994 1995 50,400(22) *
Officer, Cooper/T. Smith Corp.
(stevedoring), Chipco, Inc.
(storage and loading of
woodchips), Chairman, Cooper
Farms (farming)
NOMINEES FOR TERM EXPIRING 2000
Robert E. Howson, 63 Chairman of the Board and Chief 1989 1995 1,375(20) *
(15) Executive Officer of McDermott
International, Inc. and of
McDermott Incorporated (marine
construction services and power
generation systems).
John J. Kelly, 60 President, Textron Marine Systems 1986 1995 3,478(20) *
(12)(16) (designs and builds advanced
technology vehicles and ships)
William L. Marks, 51 Chairman of the Board and Chief 1990 1995 150,990(8) 1.03
(14) Executive Officer of Whitney
National Bank and the Company.
Warren K. Watters, 67 President, Reilly-Benton Company, 1986 1995 5,950(20) *
(12)(13) Inc. (fabrication and wholesale
distribution of marine and
commercial construction
materials)
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENT
DIRECTOR TERM BENEFICIALLY OF
NAME AND AGE PRINCIPAL OCCUPATION SINCE EXPIRES OWNED(1) CLASS
- ------------ -------------------- -------- ------- ------------- -------
DIRECTORS WITH CONTINUING TERMS
<S> <C> <C> <C> <C> <C>
Harry J. Blumenthal, President, Blumenthal Print Works 1993 1999 13,075(2)(20) *
Jr., 49(12) Inc. (textiles manufacturing)
James M. Cain, 61 Former Vice Chairman, Entergy 1987 1997 3,089(20) *
(12)(16) Corp., (utility holding company)
from February 1, 1991 to
September 1, 1993; former
Chairman of the Board and Chief
Executive Officer from 1988 to
1993 and former President,
Louisiana Power and Light Company
(electric utility); Director,
President and Chief Executive
Officer of New Orleans Public
Service, Inc. from 1978 to 1991,
and remaining a Director to
present; Director, Delchamps,
Inc.
Robert H. Crosby, Jr., Chairman of the Board and Chief 1972 1997 11,298(5)(20) *
74 Executive Officer, Crosby Land &
(12)(13)(15) Resources (timberland holdings,
oil and gas production)
Richard B. Crowell, 56 Attorney, Crowell & Owens 1983 1997 153,016(6)(20) 1.05
(16)
William A. Hines, 58 Chairman of the Board, Midland 1986 1996 150,150(7)(20) 1.03
(12) Pipe Corporation (sale of
oilfield country tubular goods)
E. James Kock, Jr., 66 Former President: Bowie Lumber 1965 1998 142,294(3)(20) *
(12)(13) Associates, Downmans Associates,
Jeanerette Lumber & Shingle Co.,
Ltd. and White Castle Lumber &
Shingle Co., Ltd. (land and
timber holdings, and investments)
from 1965 to 1993.
R. King Milling, 54 President, Whitney National Bank 1979 1998 65,965(4) *
(14) and the Company
John G. Phillips, 72 Former Chairman of the Board and 1972 1998 4,525(20) *
(15) Chief Executive Officer, The
Louisiana Land and Exploration
Company (oil and gas exploration
and production)
John K. Roberts, Jr., 58 President and Chief Executive 1985 1997 107,100(9)(20) *
(12)(16) Officer, Pan-American Life
Insurance Company (markets and
services life, health and
retirement insurance); Director,
Pan-American Financial Services,
Inc.
W.P. Snyder III, 76 Director, H.J. Heinz Co. and 1965 1996 349,787(10)(20) 2.39
President and Director, The
Wilpen Group, Inc. (investments)
EXECUTIVE OFFICERS
Edward B. Grimball, 50 Executive Vice President and -- -- 38,000(17) *
Chief Financial Officer
Kenneth A. Lawder, Jr., Executive Vice President -- -- 38,386(18) *
53
Joseph W. May, 49 Executive Vice President -- -- 8,500(19) *
All 21 Directors and Executive Officers of
the Whitney Holding Corporation as a group 1,582,180(11) 10.81
</TABLE>
3
<PAGE>
- --------
* Less than 1%
(1) Ownership shown includes direct and indirect ownership and, unless
otherwise noted, also includes sole investment and voting power with
respect to reported holdings.
(2) Includes shared voting and investment power with respect to 7,425 shares
owned by a member of Mr. Blumenthal's family, for which beneficial
ownership is disclaimed.
(3) Includes 8,441 shares over which Mr. Kock holds a usufruct, 83,700 shares
owned by two companies of which Mr. Kock is a director and shareholder and
in which he has a beneficial interest, 4,307 shares owned by several trusts
for the benefit of his children, for which he serves as trustee and for
which beneficial ownership is disclaimed, and 19,324 shares owned by
members of Mr. Kock's family, for which he disclaims beneficial ownership.
(4) Includes shared voting and investment power with respect to 2,767 shares
owned by members of Mr. Milling's family. Also includes the following
restricted and optioned shares granted pursuant to the Company's Long-Term
Incentive Program: 14,250 shares of restricted stock; options on 9,000
shares of stock, which may be exercised at any time through June 22, 2003
at a price of $19.42 per share; and options on 6,000 shares of stock which
may be exercised at any time through July 26, 2004 at a price of $28.00 per
share. Also includes 1,924 shares of stock held for the benefit of Mr.
Milling in the Company's 401(k) plan.
(5) Includes 450 shares owned by a member of Mr. Crosby's family and 6,750
shares owned by a partnership of which Mr. Crosby is an officer and a
director and in which he has a beneficial interest. Also includes 23 shares
owned by an investment club of which a member of Mr. Crosby's family is a
member.
(6) Includes 56,553 shares owned by members of Mr. Crowell's family and family
trusts, for which beneficial ownership is disclaimed.
(7) Includes 5,000 shares owned by a relative of Mr. Hines. Beneficial
ownership is disclaimed.
(8) Includes the following restricted and optioned shares granted pursuant to
the Company's Long-Term Incentive Program: 31,500 shares of restricted
stock; options on 15,000 shares of stock, which may be exercised at any
time through June 22, 2003 at a price of $19.42 per share; and options on
15,000 shares of stock which may be exercised at any time through July 26,
2004 at a price of $28.00 per share. Also includes options on 33,750 shares
of stock which may be exercised at any time through February 28, 2000 at a
price of $18.11 per share.
(9) Includes shared voting and investment power with respect to 95,550 shares
owned by a company having an investment committee of which Mr. Roberts is a
member.
(10) Includes shared investment and voting power with respect to 24,705 shares
owned by a charitable trust of which Mr. Snyder is one of three co-
trustees.
(11) Whitney National Bank serves as trustee of the Whitney National Bank
Retirement Trust, which owns 239,555 shares (1.64%). An executive officer
of the Company serves with other Bank employees on various Trust
committees which make voting and investment decisions with respect to
these shares. Such shares have been included only once in calculating the
beneficial ownership of all officers and directors as a group.
(12) Member of the Bank's Executive Committee.
(13) Member of the Bank's Trust Committee.
(14) Ex officio member of the Bank's Executive and Trust Committees.
(15) Member of the Company's and the Bank's Compensation Committee.
(16) Member of the Bank's Audit Committee.
(17) Includes the following restricted and optioned shares granted pursuant to
the Company's Long-Term Incentive Program: 9,500 shares of restricted
stock; options on 13,400 shares of stock, which may be exercised at any
time through May 27, 2002 at a price of $13.22 per share; options on 9,000
shares of
4
<PAGE>
stock which may be exercised at any time through June 22, 2003 at a price
of $19.42 per share; and options of 6,000 shares of stock which may be
exercised at any time through July 26, 2004 at a price of $28.00 per share.
(18) Includes the following restricted and optioned shares granted pursuant to
the Company's Long-Term Incentive Program: 9,500 shares of restricted
stock; options on 11,850 shares of stock, which may be exercised at any
time through May 27, 2002 at a price of $13.22 per share; options on 9,000
shares of stock which may be exercised at any time through June 22, 2003
at a price of $19.42 per share; and options on 6,000 shares of stock which
may be exercised at any time through July 26, 2004 at a price of $28.00
per share. Mr. Lawder's total also includes 315 shares held for the
benefit of Mr. Lawder in the Company's 401(k) plan.
(19) Includes the following restricted and optioned shares granted pursuant to
the Company's Long-Term Incentive program: 2,000 shares of restricted
stock; and options on 6,000 shares of stock, which may be exercised at any
time through July 26, 2004 at a price of $28.00 per share.
(20) Includes options to purchase 1,000 shares of common stock pursuant to the
Directors' Compensation Plan at a price of $26.25 per share exercisable at
any time through June 30, 2004.
(21) Includes 2,250 shares in a profit sharing trust, and 4,500 shares in
family trusts, for which beneficial ownership is disclaimed.
(22) Includes 4,650 shares owned by spouse, for which beneficial ownership is
disclaimed.
INFORMATION CONCERNING MANAGEMENT
BOARD COMMITTEES. The Company has no standing audit committee or other
committee performing similar functions. The Company and the Bank have
Nominating Committees composed of Messrs. Cain, Kock and Watters. These
Nominating Committees, whose functions and operating procedures have not yet
been fully delineated, held one meeting during the year. The Company and the
Bank also have a Compensation Committee consisting of Messrs. Crosby, Howson
and Phillips, as discussed below.
The Bank has an Audit Committee that functions primarily to evaluate the
scope and results of internal audits, discuss with the independent auditors the
plan and results of their audit, and review regulatory body reports. The
committee, which meets quarterly, is composed of not less than three members
who are appointed each meeting. Messrs. Cain, Crowell, Kelly and Roberts served
as committee members during 1994.
During 1994, the Board of Directors of the Company and the Bank each held 12
meetings. All directors other than Messrs. Hines and Snyder attended at least
75% of the aggregate number of meetings of the Company's and the Bank's Board
of Directors and the committees (Audit, Compensation and Nominating) of the
Company and Bank on which they served.
COMPENSATION OF DIRECTORS. Although the Company did not compensate directors
for attendance at its meetings during 1994, the Bank paid its non-officer
directors annual fees of $10,000 and $500 for each day on which the director
attended one or more board meetings, executive committee meetings, trust
committee meetings, audit committee meetings or compensation committee
meetings.
In 1994, the Company's shareholders approved the Directors' Compensation Plan
for the purpose of ensuring that each director who is not an employee of the
Company or its subsidiaries acquires and maintains an appropriate equity
interest in the Company through ownership of the Company's common stock. In
addition, this plan amended and restated the Unfunded Plan of Deferred
Compensation adopted in November, 1990. For each director, the plan provides
for (a) the annual award of 150 shares of common stock, (b) the annual grant of
1,000 nonqualified stock options, and (c) the voluntary deferral of all or a
portion of the stock award and/or the fees otherwise payable annually to the
directors.
5
<PAGE>
Any deferred amounts are credited to an account maintained by the Company for
the benefit of each director. The plan permits each director to allocate, from
time to time, deferred amounts among an equity fund, a fixed income fund, a
money market fund, and credits representing shares of the Company's common
stock. Earnings and losses are periodically credited to each account based upon
such investment allocations; however, there is no requirement that the Company
actually acquire any asset subject to allocation by the director. The Company
established a rabbi trust in connection with the funding of this account. Each
year during the continuation of this plan, it is the Company's intent to
contribute to this trust in order to fund its obligations thereunder.
Benefits under the plan are distributed as of the date designated by each
director, generally after the date the director ceases to serve as a member of
the Board of Directors of the Company. Benefits are equal to the amount
credited to a director's account at the time of distribution.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of Whitney Holding
Corporation and Whitney National Bank is responsible for approving the salaries
of the Executive Officers who are also directors of the Company as well as
reviewing the compensation of the other Executive Officers. The Committee also
has the responsibility to perform a more general review of the salaries of
other officers, develop and administer executive compensation and benefit
plans, and review and approve other employee benefit plans that may be
appropriate for the Committee to consider. The Committee is composed of three
independent, non-employee directors, of which one is elected Chairman. In
conducting its business, the Committee met four times during 1994.
Discussions, recommendations, and determinations of the Committee are made on
the basis of an assessment of corporate performance and a review of supporting
data, banking industry and peer standards, general marketplace data, and
regional and national economic considerations. The Committee uses outside,
independent benefits and compensation specialists and related outside surveys
as the need for such arises.
The Company's executive compensation program is designed to provide a
competitive level of pay that rewards performance as well as enables the Bank
to attract and retain qualified senior executives. Base pay is targeted at a
level that is competitive with the overall banking industry and a group of peer
banks. As presented in the Summary Compensation Table, in addition to base
salary, the Executive Officers are participants in the Executive Compensation
Plan (an annual incentive plan) and the Long-Term Incentive Program, both of
which were established by the Committee in 1992. Executive agreements
addressing issues of change in control were implemented in 1992 and revised in
1993.
The Committee established the salary of Mr. William L. Marks, Chief Executive
Officer of Whitney Holding Corporation and Whitney National Bank, at $550,000
effective July 1, 1994, an annualized increase of $50,000 or 10.0%.
Executive Compensation Plan. The Executive Compensation Plan, which addresses
incentive compensation, was developed to "optimize the profitability and growth
of the Company and motivate certain officers, executive personnel, and other
key employees of the Company through the award of compensation based on the
attainment of stated performance objectives." These performance objectives for
1994 were primarily measured through return on equity (ROE) and return on
assets (ROA) and were designed to enhance shareholder value and the overall
financial strength of the Company. Further these measurements are compared
against a defined peer group of high performing banks in the South Central
United States to determine overall corporate performance as it relates to the
plan. The Chief Executive Officer is measured on the fulfillment of these
corporate objectives. Other executive officers, as well as other officers
6
<PAGE>
participating in the Executive Compensation Plan, are measured on a combination
of these corporate objectives and individual objectives related to that
executive's area of responsibility. All individual objectives support achieving
the overall corporate goals.
Incentive compensation awards in 1994 were predicated on the Company reaching
a minimum threshold of performance. Upon attainment of that minimum threshold,
the other measurements of performance, as noted in the preceding paragraph,
were evaluated and the incentive compensation was computed accordingly. The
Committee was responsible for this evaluation of corporate and individual
performance and for making all awards under the plan, which included a total of
$904,382 awarded to Messrs. Marks, Milling, Grimball, Lawder, and May as
participants during fiscal 1994. Of this amount, $393,750 was awarded to Mr.
Marks, which represents an amount equal to 75% of his salary.
Long-Term Incentive Program. The Long-Term Incentive Program ("LTIP') was
established "to increase shareholder value, to advance the interests of the
Company, and to attract, retain, and motivate certain officers, executive
personnel, and other key employees through the grant or award of stock-based
incentive compensation." The LTIP, which was approved by vote of the
shareholders of the Company in 1992, is administered by the Compensation
Committee which designates the participants and grants any awards under the
plan. The incentives available under the LTIP are:
(1) stock options, which may be either non-statutory stock options or
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended;
(2) restricted stock, shares of common stock subject to restrictions on
transfer, forfeitability provisions or other limitations;
(3) performance shares, shares of common stock which may be subject to
the attainment of specified performance objectives; and
(4) phantom shares, equity awards which are related to the value of
shares of common stock.
During 1994, awards of stock options and restricted stock were granted to the
Chief Executive Officer and the other named Executive Officers, as detailed in
the compensation tables shown herein, and certain other officers. In granting
these awards, the Committee took particular note of management's progress over
the past years toward correcting identified deficiencies, strengthening
internal policies and procedures, and improving corporate profitability. In
establishing the level of grants to the Chief Executive Officer, the Committee
considered overall compensation data from banking industry sources and peer
banks as well as the Committee's assessment of the Chief Executive Officer's
current performance and the expectations of his future contributions to the
Company's long-term performance goals. These same measures, along with the
Chief Executive Officer's recommendations, were applied in awarding grants to
the other officers.
Executive Agreements. The Company and the Bank have entered into separate
agreements with Messrs. Marks, Milling, Grimball, Lawder and May providing for
compensation and severance benefits upon the termination of employment under
certain circumstances following a change in control of the Company or the Bank.
Generally, under the agreements, a change in control of the Company or the
Bank will be deemed to have occurred if (i) any person acquires or becomes the
beneficial owner of more than 20% of the Company's outstanding common stock
without the approval of the Company's Board of Directors, (ii) the Federal
Deposit Insurance Corporation or any other regulatory agency takes certain
actions in connection with the reorganization or liquidation of the Bank, (iii)
the Company or the Bank enters into a merger or consolidation, or sells all or
substantially all of the stock or assets of the Bank, without the surviving or
acquiring corporation agreeing to assume the obligations of the Company and the
Bank under the agreements, or (iv) there is a change in the majority of the
members of the Company's and the Bank's Board of Directors.
7
<PAGE>
Under each agreement, if the Company or the Bank terminates the employment of
the officer without cause, or if the officer resigns during the three year
period following a change in control as a result of a change or diminution of
his duties, responsibilities, title, compensation, working conditions or
general status with the Company or the Bank, he will be entitled to special
severance benefits including, among other things, a sum equal to 300% of his
annual salary, and substantially all of the amounts that are payable to him
under the Company's and the Bank's employee and executive benefit plans.
Other Responsibilities. The Committee reviews the provisions and scope of
other employee benefit plans, such as the Retirement Plan and the Savings Plus
Plan (formerly the Thrift Incentive Plan), and recommends to the Board of
Directors any changes to such plans that it deems appropriate. (The Retirement
Plan and the Savings Plus Plan are discussed elsewhere in this proxy
statement.) In addition to the foregoing, the Committee also reviews any other
matters with respect to the management of employee incentives, compensation and
benefits, and if it believes that action by the Board of Directors may be
suitable, the Committee makes recommendations concerning those matters to the
Board.
The Committee believes that the executive compensation policies and programs
of the Company serve the best interest of its shareholders and that the
combination of a sound base salary program, a competitive short-term incentive
plan, and strong long-term incentives provides a foundation for the continued
success of the Company.
Compensation Committee of the Board of
Directors
Robert H. Crosby, Jr.
Robert E. Howson
John G. Phillips
8
<PAGE>
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth information with respect
to the Chief Executive Officer and the four most highly compensated Executive
Officers of the Company and the Bank whose total annual salary and bonus for
the fiscal year ending December 31, 1994 exceeded $100,000:
I. SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS(12)
----------------------------- -------------------------------
RESTRICTED
STOCK AWARDS(14)
--------------------
OPTIONS
NAME AND DOLLAR NUMBER OF ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(11) SHARES(13) VALUE SHARES(13) COMPENSATION
------------------ ---- -------- --------- ---------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
William L. Marks....... 1994 $525,000 $393,750 9,000(3) $252,000 15,000 $ 4,613(6)
Chairman & Chief 1993 500,000 366,500 9,000(4) 174,750 15,000 3,575
Executive Officer 1992 458,333(1) 207,768 13,500(5) 178,500 22,500 --
R. King Milling........ 1994 $375,000 $210,938 3,000(3) $ 84,000 6,000 $ 4,613(7)
President 1993 375,000 210,450 4,500(4) 87,375 9,000 3,575
1992 390,625(1) 128,775 6,750(5) 89,250 13,500 --
Kenneth A. Lawder, Jr.. 1994 $221,010 $124,318 2,000(3) $ 56,000 6,000 $ 4,613(8)
Executive Vice
President 1993 212,000 118,974 3,000(4) 58,250 9,000 3,450
1992 208,333(1) 68,680 4,500(5) 59,500 13,500 31,000
Edward B. Grimball..... 1994 $185,000 $ 84,813 2,000(3) $ 56,000 6,000 $ 4,422(9)
Executive Vice
President 1993 175,000 93,835 3,000(4) 58,250 9,000 2,245
and Chief Financial
Officer 1992 156,250(1) 51,510 4,500(5) 59,500 13,500 --
Joseph W. May.......... 1994 $161,000 $ 90,563 2,000(3) $ 56,000 6,000 $94,301(10)
Executive Vice
President 1993(2) 8,513 -- -- -- -- --
1992 -- -- -- -- -- --
</TABLE>
- --------
(1) The 1992 salaries include 25 semi-monthly pay periods instead of 24 pay
periods as in subsequent years.
(2) Mr. May was employed by the Company effective December 13, 1993.
(3) Restricted stock vests July 27, 1999 upon completion of certain employment
requirements. The grant was awarded July 27, 1994 and is valued at $28.00
per share, the market price on the award date.
(4) Restricted stock vests June 22, 1998 upon completion of certain employment
requirements. The grant was awarded June 22, 1993 and is valued at $19.42
per share, the market price on the award date, after giving effect to the
three-for-two stock split effective November 29, 1993.
(5) Restricted stock vests May 27, 1997 upon completion of certain employment
requirements. The grant was awarded May 27, 1992, and is valued at $13.22
per share, the market price on the award date, after giving effect to the
three-for-two stock splits effective February 22, 1993 and November 29,
1993.
(6) This represents $1,841 in imputed income for group term life insurance and
$2,772 in matching contributions under the Savings Plus Plan.
(7) This represents $1,841 in inputed income for group term life insurance and
$2,772 in matching contributions under the Savings Plus Plan.
(8) This represents $1,841 in imputed income for group term life insurance and
$2,772 in matching contributions under the Savings Plus Plan.
(9) This represents $1,650 in inputed income for group term life insurance and
$2,772 in matching contributions under the Savings Plus Plan.
(10) This represents $892 in inputed income for group term life insurance and
$93,409 in relocation and recruitment incentives.
9
<PAGE>
(11) All bonuses have been paid under the Executive Compensation Plan (annual
incentive plan).
(12) All awards have been made under the Long-Term Incentive Program.
(13) The number of shares gives effect to the three-for-two stock splits on
February 22, 1993 and November 29, 1993.
(14) The restricted shares shown in the table represent all restricted stock
holdings of the named Executive Officers. The dollar values in the table
were calculated using the market price of the Company's Common Stock on
the date of award. The aggregate value of the restricted stock holdings
for each named Executive Officer calculated using the market price of the
Company's Common Stock as of December 31, 1994 were as follows: Mr. Marks,
$685,125; Mr. Milling, $309,938; Mr. Grimball, $206,625; Mr. Lawder,
$206,625; and Mr. May, $43,500. Dividends are paid in full on such
restricted shares.
II. OPTION GRANTS TABLE
OPTION GRANTS IN 1994
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM
-------------------------------------------- --------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES BASE PRICE EXPIRATION
NAME GRANTED IN 1994 (PER SHARE) DATE 5% 10%
---- ---------- ---------- ----------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
William L. Marks........ 15,000 20.7% $28.00 7/26/2004 $264,100 $669,400
R. King Milling......... 6,000 8.3% 28.00 7/26/2004 105,700 267,800
Edward B. Grimball...... 6,000 8.3% 28.00 7/26/2004 105,700 267,800
Kenneth A. Lawder, Jr... 6,000 8.3% 28.00 7/26/2004 105,700 267,800
Joseph W. May........... 6,000 8.3% 28.00 7/26/2004 105,700 267,800
Named Executive
Officers' assumed value
gained as a % of all
shareholders' gains
Officers.............. $686,900 $1,740,600
Shareholders.......... $257,703,000 $653,070,000
% of gain pertaining
to officers' options. 0.27% 0.27%
</TABLE>
III. OPTION EXERCISES AND YEAR-END VALUE TABLE(1)
AGGREGATED OPTION EXERCISES IN 1994, AND YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 1994 DECEMBER 31, 1994
SHARES ACQUIRED VALUE ----------------- -----------------
NAME ON EXERCISE REALIZED ALL EXERCISABLE ALL EXERCISABLE
---- --------------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
William L. Marks........ 7,537 $68,060 63,750 $157,800
R. King Milling......... 7,537 73,712 15,000 20,970
Edward B. Grimball...... 100 953 28,400 136,125
Kenneth A. Lawder, Jr... -- -- 26,850 122,050
Joseph W. May........... -- -- 6,000 --
</TABLE>
- --------
(1) All figures in this table give effect to the three-for-two stock splits
effective February 22, 1993 and November 29, 1993.
10
<PAGE>
PERFORMANCE GRAPH
The accompanying graph shows the comparative total economic return, including
the reinvestment of cash dividends received and the effects of stock price
appreciation or depreciation, of the Common Stock of the Company, of all U.S.
common stocks listed on the NASDAQ system, and of the bank stocks of the KBW 50
Total Return Index, a proprietary bank stock index of Keefe, Bruyette & Woods,
Inc., which tracks the returns of fifty large banking companies throughout the
United States.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
[Graph]
<TABLE>
<CAPTION>
Whitney Holding NASDAQ Total
Measurement Period Corporation KBW 50 Total Return Index
(Fiscal Year Covered) Common Stock Return Index (U.S. Companies)
- --------------------- --------------- ------------ ---------------
<S> <C> <C> <C>
Measurement Pt-1989 $100.00 $100.00 $100.00
FYE 1990 $ 57.38 $106.24 $ 68.94
FYE 1991 $ 53.67 $168.16 $110.63
FYE 1992 $ 90.24 $214.27 $128.74
FYE 1993 $130.85 $226.14 $146.89
FYE 1994 $128.45 $214.61 $143.63
</TABLE>
COMPANY PLANS
The Company's Executive Officers, who are appointed annually, are
participants in the Executive Compensation Plan, Long-Term Incentive Program,
Retirement Plan and Savings Plus Plan and may elect to participate in the
Deferred Compensation Plan. The Executive Compensation Plan and Long-Term
Incentive Plan are described above under Executive Compensation.
Retirement Plan. The Bank, in 1964, established a noncontributory, defined
benefit retirement plan. The plan, as amended (the "Retirement Plan"),
generally covers full-time employees of the Bank who are at least 21 years of
age and complete certain additional eligibility requirements. In general, the
monthly benefit payable under the Retirement Plan at normal retirement age is
an amount based on final average monthly compensation and years of service at
normal retirement age, reduced by a portion of the monthly Social Security
amount payable at that age. Final average monthly compensation (which includes
bonuses and overtime pay, also consists of those salaries and bonuses of
Executive Officers set forth in the Summary Compensation Table, but excludes
benefits or Company contributions under employee benefit plans) is calculated
by averaging the highest successive five years of compensation during the ten
years preceding
11
<PAGE>
normal retirement. Beginning in 1994, compensation in excess of $150,000 is
disregarded. With certain exceptions, years of service include all periods of
continuous service with the Bank. Benefits under the Retirement Plan are fully
vested upon the completion of a stated period of service. The Retirement Plan
was amended and restated in 1993, to, among other things, formally adopt a new
benefit formula and to adopt a new vesting schedule, both as required under the
Tax Reform Act of 1986. The maximum annual benefit payable under the Retirement
Plan for 1994 is the lesser of $118,800 (a limitation imposed by the Internal
Revenue Code) or 100% of average compensation (highest aggregate earnings
averaged over three consecutive years).
The following table shows the estimated annual benefits payable from the
Retirement Plan upon retirement at age 65 to persons in specified compensation
and years of service classifications, computed on a straight life annuity
basis. The table does not indicate required deductions for Social Security
benefits.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
HIGHEST SUCCESSIVE
FIVE-YEAR AVERAGE
REMUNERATION
------------------
CREDITED YEARS OF SERVICE
------------------------------------------
15 20 25 30 35
------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000............................ $34,313 $45,750 $ 57,188 $ 68,625 $ 80,086
150,000............................ 41,175 54,900 68,625 82,350 96,075
175,000............................ 48,038 64,050 80,063 96,075 112,088
200,000............................ 54,900 73,200 91,500 109,800 115,641
225,000............................ 61,763 82,350 102,938 115,641 115,641
</TABLE>
Messrs. Marks, Milling, Grimball, Lawder and May had, respectively, 4, 10, 4,
3, and 1 years of service as of December 31, 1994.
In 1984, the Bank adopted an Excess Benefit Retirement Plan which was
intended to provide the benefits calculated under the Retirement Plan's
formula, to the extent that the benefits were limited under certain specified
provisions of the Internal Revenue Code. The Excess Benefit Retirement Plan was
terminated effective January 1, 1993, with accrued benefits preserved for
participants, of whom Mr. Milling was the only participating Executive Officer.
The Company intends to replace the Excess Benefit Retirement Plan with another
form of supplemental executive retirement plan.
Savings Plus Plan. In 1952, the Bank established the Thrift Incentive Plan (a
profit sharing plan) which permitted eligible employees with two years of
service to become noncontributory participants. The last contribution made by
the Bank to the Thrift Incentive Plan was in 1988.
To the extent that the Internal Revenue Code limited annual allocations to
individual participants in the Thrift Incentive Plan, the Bank's Excess Benefit
Thrift Plan, adopted in 1984, supplemented the allocation under the Thrift
Incentive Plan. The Excess Benefit Thrift Plan was terminated effective January
1, 1993, with no benefits accrued for any participant.
The Thrift Incentive Plan was amended and restated in 1993, to, among other
things, comply with the provisions of the Tax Reform Act of 1986 and to
activate provisions permitted under Section 401(k) of the Internal Revenue
Code. Concurrently, the Thrift Incentive Plan was renamed the Savings Plus
Plan. The Savings Plus Plan generally provides that full-time employees of the
Bank who have completed one year of service are eligible to participate.
Participants may elect to contribute up to 10% of salary, subject to certain
limitations; the Bank matches up to the first 3% of salary contributed on a
dollar for dollar basis. Participants are provided with investment discretion
over all contributions and may select from a variety of investment vehicles. In
1994, the Bank contributed $2,772 each on behalf of Messrs. Marks, Milling,
Grimball and Lawder. Mr. May was not a participant in 1994.
Deferred Compensation Plan. In 1993, the Company established a non-qualified
deferred compensation plan. The Plan permits eligible officers to annually
elect to defer up to 25% of base salary and all or part of bonuses paid under
the Executive Compensation Plan. The Deferred Compensation Plan also permits
the
12
<PAGE>
deferral of any disallowed employee contributions under the Savings Plus Plan.
Participants are permitted to request that the Company invest the deferrals in
a limited number of investment options. Deferral elections must be made prior
to the calendar year in which the salary or bonus is earned. Distribution under
the Deferred Compensation Plan must generally coincide with the attainment of
retirement age and may take the form of a lump sum payment or a specified
payment stream. Deferrals under this plan in 1994 for Messrs. Marks, Milling,
Grimball, Lawder and May were $0, $52,734, $10,000, $0 and $22,641,
respectively.
CERTAIN TRANSACTIONS
The Bank has made, and expects to make in the future, loans in the ordinary
course of business to directors and officers of the Company and the Bank,
members of their immediate families, and their associates. Such loans have been
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other persons,
and did not involve more than normal risk of collectibility or present other
unfavorable features.
Pan-American Life Insurance Company, of which John K. Roberts, Jr., a
director of the Company, is President and Chief Executive Officer and a
director, was paid $456,917.39 during 1994 for insurance premiums and
administrative services rendered to the Company and the Bank.
COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
Because Whitney Holding Corporation is a public company, its officers,
directors and 10% beneficial shareholders are required to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in their ownership of the Company's stock. Based upon its review of
copies of forms and related documents furnished to the Company, management
believes that all required filings by all such persons were timely made during
1994, except that Joel B. Bullard, Jr., a newly appointed director, and John C.
Hope, III, a newly appointed executive officer, filed initial reports of
ownership that inadvertently omitted some shares they (or their affiliates) had
acquired in various transactions which occurred months or years prior to their
affiliation with the Company. Appropriate amendments to these reports were
filed after the date on which they were due.
ACCOUNTANTS
The shareholders will be asked to ratify the Board's selection of Arthur
Andersen LLP as independent public accountants to audit the books of the
Company and its subsidiaries for 1995. The firm has served as the Company's
auditors since 1964. Representatives of Arthur Andersen LLP are expected to be
present at the Annual Meeting, with the opportunity to make any statement they
desire at that time, and will be available to respond to appropriate questions.
If the selection is not ratified (abstentions and brokers non-votes will be
disregarded), the appointment of other auditors will be considered by the
Board.
SHAREHOLDER PROPOSALS
In order for proposals of shareholders to be considered for inclusion in the
proxy statement and proxy for the 1996 Annual Meeting of Shareholders, such
proposals must be received at the Company's principal executive office no later
than November 17, 1995.
13
<PAGE>
OTHER MATTERS
The matters to be acted on at the Annual Meeting are set forth in the
accompanying Notice. The Company knows of no other business to be presented at
the meeting, but if other matters requiring a vote are properly presented at
the meeting or any adjournments thereof, proxy holders will vote or abstain
from voting thereon in accordance with their best judgment.
By order of the Board of Directors.
LOGO
SIGNATURE OF WILLIAM L. MARKS APPEARS HERE
William L. Marks,
Chairman
14
<PAGE>
[LOGO OF WHITNEY APPEARS HERE]
March 10, 1995
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
The Annual Meeting of Shareholders of Whitney Holding Corporation (the
"Company") will be held on the eleventh floor, Pan-American Life Center, 601
Poydras Street, New Orleans, Louisiana, on Wednesday, April 26, 1995, at 10:30
a.m., for the purposes of considering and voting upon:
1. Election of two directors to serve until the 1999 Annual Meeting and
four directors to serve until the 2000 Annual Meeting, or until their
successors are elected and qualified.
2. Ratification of the selection of Arthur Andersen LLP as independent
public accountants to audit the books of the Company and its subsidiaries
for 1995.
3. Such other business as may properly come before the meeting or any
adjournments thereof.
The close of business on March 1, 1995, has been fixed as the record date
for determining shareholders entitled to notice of and to vote at the meeting.
By order of the Board of Directors,
[Signature of Joseph S. Schwertz, Jr. appears here]
JOSEPH S. SCHWERTZ, JR.
Secretary
- -------------------------------------------------------------------------------
228 St. Charles Avenue, New Orleans, LA 70130
(Detach Proxy Form Here)
- -------------------------------------------------------------------------------
WHITNEY HOLDING CORPORATION Solicited by the Board of Directors
The undersigned hereby appoints Lloyd J. Abadie, Richard C. Hart and
George J. Mayer, and each of them, proxies with full power of substitution,
to represent and to vote all shares of Common Stock of Whitney Holding
Corporation which the undersigned is entitled to vote at the Annual Meeting
of Shareholders of said corporation to be held on April 26, 1995 or any
adjournments thereof (1) as hereinafter specified upon the proposals listed
below and (2) in their discretion upon such other business as may properly
come before the meeting.
P THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR P
ALL OF THE FOLLOWING PROPOSALS:
R R
1. Election of two directors to serve until the 1999 Annual Meeting
O and four directors to serve until the 2000 Annual Meeting, or O
until their successors are elected and qualified.
X X
/ / FOR all nominees listed / / WITHHOLD authority to
Y below (except as indicated vote for all nominees Y
to the contrary below) listed below
Term expiring 1999: Messrs. Joel B. Bullard, Jr. and Angus R. Cooper, II
Term expiring 2000: Messrs. Robert E. Howson, John J. Kelly,
William L. Marks, Warren K. Watters
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the line below).
- --------------------------------------------------------------------------------
(Continued And To Be Signed On Other Side).
(Detach Proxy Form Here)
- --------------------------------------------------------------------------------
2. Ratification of the selection of Arthur Andersen LLP as independent
public accountants for 1995.
/ / FOR / / AGAINST / / ABSTAIN
When properly executed and returned, this proxy will be voted in the
manner specified thereon. If no manner is specified, the proxy will be
voted FOR proposals 1 and 2.
Date , 1995.
-------------------------
------------------------------------
SIGNATURE OF SHAREHOLDER
NOTE: Please sign as your name appears
hereon. If shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give your full title as such.
If a corporation, please sign in full
corporate name by authorized officer.
If a partnership, please sign in full
partnership name by authorized
person.
