SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 1996
---------------
WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana 0-1026 72-6017893
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
228 St. Charles Avenue, New Orleans, Louisiana 70130
----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 586-7117
--------------
Not Applicable
--------------------------------------
(Former name or former address, if
changed since last report)
Page 1 of 39 Pages
<PAGE>
Whitney Holding Corporation (the "Registrant") is filing this Amendment
No. 1 to its Current Report on Form 8-K dated March 8, 1996 (the "Original
Report") for the purpose of filing the financial statements of the business
acquired and the pro forma financial information that were omitted from the
Original Report as permitted by Items 7(a)(4) and 7(b)(2) of Form 8-K.
Capitalized terms not otherwise defined herein have the meanings given to them
in the Original Report.
Under cover of this Form 8-K/A, the Registrant is also publishing
certain post-Mergers combined results of operations as an Item 5 (Other Events)
disclosure.
Item 5: Other Events
As discussed in response to Item 2 of the Original Report, the
Registrant acquired First Citizens BancStock, Inc. ("Citizens") by a merger that
was consummated on March 8, 1996 (the "Merger"). In order to eliminate certain
restrictions on the transfer of Whitney Common Stock by persons who may be
deemed to be either affiliates of the Registrant or former affiliates of
Citizens, the Registrant hereby publishes the following unaudited consolidated
financial results, which include more than 30 days of post-Merger combined
operations of the Registrant and Citizens. The Merger was accounted for as a
pooling-of-interests. As a result, the financial information for the period as
of and for the four months ended April 30, 1996 reflects the combined results of
operations of the Registrant and Citizens as if the Merger had been in effect
for the entire period.
The consolidated statement of operations for the period shown includes
$2.27 million, after income tax effects, of expenses related to the merger.
Whitney Holding Corporation earned $10.96 million for the period, or $0.64 per
share, including these merger-related expenses. Before merger-related expenses,
the Registrant earned $13.23 million for the period, or $0.78 per share.
Page 2 of 39 Pages
<PAGE>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
<S> <C>
April 30,
ASSETS 1996
(unaudited)
-----------
Cash and due from financial institutions............................................. $185,113
Investment in securities:
Securities available for sale (at fair value)...................................... 148,138
Securities held to maturity (fair value of $1,299,616)............................. 1,304,555
Federal funds sold................................................................... 900
Loans................................................................................ 1,660,490
Less reserve for possible loan losses................................................ 40,630
----------
Loans, net......................................................................... 1,619,860
Bank premises and equipment, net..................................................... 91,045
Other real estate owned, net......................................................... 4,632
Other assets......................................................................... 75,901
-----------
TOTAL ASSETS.................................................................... $3,430,144
===========
LIABILITIES
Deposits
Non-interest-bearing demand deposits............................................... $817,203
Interest-bearing deposits.......................................................... 1,906,241
-----------
Total deposits.................................................................. 2,723,444
Federal funds purchased and securities sold under repurchase
agreements......................................................................... 307,794
Other liabilities.................................................................... 25,976
-----------
TOTAL LIABILITIES............................................................... $3,057,214
===========
SHAREHOLDERS' EQUITY
Common Stock, no par value: 40,000,000 shares authorized,
17,037,767 outstanding after deduction of treasury stock........................... $2,800
Capital surplus...................................................................... 65,074
Retained earnings.................................................................... 313,265
Net unrealized gain (loss) on securities available for sale, net of tax
effect of $376..................................................................... (699)
-----------
Total........................................................................... 380,440
Less: 561,929 shares of treasury stock at cost
and unearned restricted stock compensation......................................... 7,510
-----------
TOTAL SHAREHOLDERS' EQUITY...................................................... $372,930
-----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY...................................... $3,430,144
===========
</TABLE>
Page 3 of 39 Pages
<PAGE>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per-share amounts, unaudited)
<TABLE>
<CAPTION>
<S> <C>
Four Months
Ended April 30,
1996
---------------
INTEREST INCOME
Interest and fees on loans........................................................... $46,493
Interest-bearing deposits............................................................ 2
Interest and dividends on investments-
U.S. Treasury and agency securities................................................ 20,898
Mortgage-backed securities......................................................... 5,278
Obligations of states and political subdivisions................................... 2,405
Federal Reserve and corporate securities........................................... 91
Interest on federal funds sold....................................................... 722
--------------
TOTAL........................................................................... $75,889
--------------
INTEREST EXPENSE
Interest on deposits................................................................. $22,994
Interest on federal funds purchased and securities sold under repurchase
agreement.......................................................................... 5,272
--------------
TOTAL........................................................................... $28,266
--------------
Net interest income.................................................................. $47,623
Provision for possible loans losses.................................................. -
Net interest income after provision for possible loan losses......................... $47,623
--------------
NON-INTEREST INCOME
Gains on sales of securities......................................................... $ -
Other non-interest income............................................................ 11,500
--------------
TOTAL........................................................................... $11,500
--------------
NON-INTEREST EXPENSE
Salaries and employee benefits....................................................... $22,214
Occupancy of bank premises, net...................................................... 2,843
Other non-interest expenses.......................................................... 18,192
--------------
TOTAL........................................................................... $43,249
--------------
Income before income taxes........................................................... $15,874
Income tax expense................................................................... 4,917
--------------
Net income........................................................................... $10,957
--------------
Earnings per share (primary)......................................................... $ 0.64
Earnings per share (fully diluted)................................................... $ 0.64
</TABLE>
Page 4 of 39 Pages
<PAGE>
Item 7: Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Set forth on pages 6 through 31 of this Report are the financial
statements required by this Item.
Page 5 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Consolidated Financial Statements
and Other Financial Information
Years ended December 31, 1995, 1994 and 1993
Contents
Report of Independent Auditors................................................7
Audited Consolidated Financial Statements
Consolidated Statements of Condition..........................................8
Consolidated Statements of Income.............................................9
Consolidated Statements of Changes in Shareholders' Equity...................10
Consolidated Statements of Cash Flows........................................11
Notes to Consolidated Financial Statements...................................12
Page 6 of 39 Pages
<PAGE>
Report of Independent Auditors
The Board of Directors
First Citizens BancStock, Inc.
We have audited the accompanying consolidated statements of condition of First
Citizens BancStock, Inc. as of December 31, 1995 and 1994, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of First Citizens
BancStock, Inc. at December 31, 1995 and 1994, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1995 in conformity with generally accepted accounting
principles.
As discussed in Notes 3 and 8 to the financial statements, in 1993 the Company
changed its methods of accounting for securities and income taxes.
/s/ Ernst & Young LLP
New Orleans, Louisiana
January 30, 1996
Page 7 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Consolidated Statements of Condition
<TABLE>
<CAPTION>
<S> <C> <C>
December 31
1995 1994
----------------------------------
Assets
Cash and due from banks $8,547,522 $7,383,950
Interest-bearing deposits in other banks 150,841 373,893
Federal funds sold 7,510,000 2,225,000
Available-for-sale securities 62,594,004 69,316,053
Held-to-maturity securities (estimated fair value of
$10,524,793 in 1995 and $12,873,100 in 1994) 10,258,969 12,901,112
Loans 150,252,331 128,725,507
Unearned income (2,815,665) (2,052,758)
Reserve for possible loan losses (2,283,547) (1,919,094)
----------------------------------
145,153,119 124,753,655
Bank premises and equipment, net 6,236,633 6,080,035
Other real estate 24,789 182,737
Accrued interest receivable and other assets 2,099,474 2,534,831
----------------------------------
$242,575,351 $225,751,266
==================================
Liabilities and shareholders' equity
Liabilities:
Deposits:
Demand, noninterest-bearing $36,630,919 $32,240,547
Demand, interest-bearing 22,353,628 22,196,722
Savings 48,729,708 60,382,007
Time 106,717,117 87,494,655
----------------------------------
Total deposits 214,431,372 202,313,931
Accrued expenses and other liabilities 1,523,669 1,059,668
----------------------------------
215,955,041 203,373,599
Shareholders' equity:
Common stock, par value $1 per share-10,000,000 shares 1,307,529 1,307,529
authorized; issued and outstanding of 1,307,529 in 1995
and 1994)
Additional paid-in capital 4,009,761 4,009,761
Unrealized gains (losses) on available-for-sale securities 291,367 (1,286,813)
Retained earnings 21,254,765 18,590,302
Treasury stock-41,310 shares, at cost (243,112) (243,112)
----------------------------------
26,620,310 22,377,667
-------------------- -------------
$242,575,351 $225,751,266
==================== =============
</TABLE>
See accompanying notes.
Page 8 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Consolidated Statements of Income
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Year ended December 31
1995 1994 1993
---------------------------------------------------
Interest income:
Loans $ 13,932,933 $ 11,862,662 $ 10,837,573
Securities:
Taxable 4,368,112 4,257,125 4,834,664
Tax-exempt 402,317 417,711 342,939
---------------------------------------------------
4,770,429 4,674,836 5,177,603
Interest-bearing deposits 11,237 86,287 134,438
Federal funds sold 428,072 365,100 425,269
---------------------------------------------------
Total interest income 19,142,671 16,988,885 16,574,883
Interest expense:
Deposits 7,205,320 5,635,877 5,653,164
Interest-bearing demand notes issued to the U. S. Treasury - - 11,746
---------------------------------------------------
Total interest expense 7,205,320 5,635,877 5,664,910
---------------------------------------------------
Net interest income 11,937,351 11,353,008 10,909,973
Provision for possible loan losses 600,000 135,000 375,000
---------------------------------------------------
Net interest income after provision for possible loan losses 11,337,351 11,218,008 10,534,973
Other income:
Service charges on deposit accounts 1,267,813 1,156,111 1,223,566
Other service charges and fees 438,468 435,466 393,369
Gain on settlement of acquired assets 120,202 195,357 518,938
Other operating income 114,683 36,683 89,558
Loss on sales of securities - (1,865) -
---------------------------------------------------
1,941,166 1,821,752 2,225,431
Other expenses:
Salaries and employee benefits 4,245,337 4,099,070 3,923,289
Occupancy 410,137 398,472 430,765
Equipment 612,810 540,542 563,099
Other 3,079,701 3,097,552 3,227,197
---------------------------------------------------
8,347,985 8,135,636 8,144,350
---------------------------------------------------
Income before income taxes and cumulative effect of an accounting change
for income taxes 4,930,532 4,904,124 4,616,054
Income taxes 1,519,000 1,544,000 1,500,000
------------------- ------------------ --------------
Income before cumulative effect of an accounting change for income taxes 3,411,532 3,360,124 3,116,054
Cumulative effect of an accounting change for income taxes - - (289,000)
------------------- ------------------ --------------
Net income $3,411,532 $3,360,124 $2,827,054
=================== ================== ==============
Income per share
Earnings per common and common equivalent share:
Income before cumulative effect of an accounting change for income $ 2.61 $ 2.65 $ 2.46
taxes
Cumulative effect of accounting change for income taxes - - (.23)
------------------- ------------------ -------------
Net income $ 2.61 $ 2.65 $ 2.23
=================== ================== =============
Earnings per common share - assuming full dilution:
Income before cumulative effect of an accounting change for income $ 2.55 $ 2.65 $ 2.46
taxes
Cumulative effect of accounting change for income taxes - - (.23)
Net income $ 2.55 $ 2.65 $ 2.23
=================== ================== ==============
</TABLE>
See accompanying notes.
Page 9 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Consolidated Statements of Changes in Shareholders' Equity
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Unrealized
Gains
(Losses) on
Additional Available- Total
Common Paid-In For-Sale Retained Treasury Shareholders'
Stock Capital Securities Earnings Stock Equity
---------------------------------------------------------------------------------------
Balances at January 1, 1993 $ 1,191,500 $ 1,817,500 $ - $ 15,970,045 $ (243,112) $ 18,735,933
Net income for the year - - - 2,827,054 - 2,827,054
Cumulative effect of change in
accounting for securities, net of
tax - - 943,566 - - 943,566
Reversion of dissenting share
holders' rights 1,000 5,000 - - - 6,000
Cash dividends $.45 per share - - - (575,595) - (575,595)
--------------------------------------------------------------------------------------------
Balances at December 31, 1993 1,192,500 1,822,500 943,566 18,221,504 (243,112) 21,936,958
Net income for the year - - - 3,360,124 - 3,360,124
Adjustment to unrealized gains
(losses) on available-for-sale
securities, net of tax - - (2,230,379) - - (2,230,379)
Cash dividends $.54 per share - - - (689,036) - (689,036)
Stock dividend 115,029 2,187,261 - (2,302,290) - -
--------------- ----------- ------------- --------------- ------------ ---------------
Balances at December 31, 1994 1,307,529 4,009,761 (1,286,813) 18,590,302 (243,112) 22,377,667
Net income for the year - - - 3,411,532 - 3,411,532
Adjustment to unrealized gains
(losses) on available-for-sale
securities, net of tax - - 1,578,180 - - 1,578,180
Cash dividends $.59 per share - - - (747,069) - (747,069)
--------------- ----------- ------------- ----------------- ------------ --------------
Balances at December 31, 1995 $1,307,529 $4,009,761 $291,367 $21,254,765 $ (243,112) $26,620,310
=============== =========== ============= ================= ============= ==============
</TABLE>
See accompanying notes.
Page 10 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Year ended December 31
1995 1994 1993
-----------------------------------------------------------
Operating activities
Net income $ 3,411,532 $ 3,360,124 $ 2,827,054
Adjustments to reconcile net income to net cash provided by operating
activities:
Cumulative effect of an accounting change for income taxes
- - 289,000
Provision for possible loan losses 600,000 135,000 375,000
Depreciation and amortization of bank premises
and equipment 597,463 558,407 555,331
Accretion of discounts on securities (30,419) (82,425) (182,152)
Provision for losses on other real estate - 8,110 80,017
Changes in operating assets and liabilities:
Unearned income 762,907 363,059 16,191
Accrued interest receivable and other assets (227,544) (202,819) 1,053,215
Accrued expenses and other liabilities 313,802 299,017 (440,801)
----------------------------------------------------------
Net cash provided by operating activities 5,427,741 4,438,473 4,572,855
Investing activities
Proceeds from repayments of held-to-maturity securities 7,201,483 3,269,161 -
Proceeds from repayments and sales of available-for-sale securities 9,077,892 24,036,126 -
Purchases of held-to-maturity securities (4,493,485) (10,409,516) -
Purchases of available-for-sale securities - (15,590,923) -
Proceeds from sales and maturities of securities - - 27,985,920
Purchases of securities - - (16,799,219)
Net increase in loans (21,813,171) (19,352,112) (6,035,493)
Proceeds from sales of other real estate 208,748 56,890 431,968
Proceeds from the sale of bank premises and equipment 7,448 - -
Purchases of bank premises and equipment (761,508) (901,570) (351,575)
------------------------------------------------------------
Net cash provided by (used in) investing activities (10,572,593) (18,891,944) 5,231,601
Financing activities
Net decrease in demand and savings deposits (7,105,021) (1,862,750) (3,045,386)
Net increase (decrease) in time deposits 19,222,462 5,176,237 (9,462,102)
Net decrease in interest-bearing notes - - (1,256,426)
Net decrease in securities sold under repurchase agreements - - (2,600,000)
Cash dividends (747,069) (689,036) (575,595)
-----------------------------------------------------------
Net cash provided by (used in) financing activities 11,370,372 2,624,451 (16,939,509)
-------------------------------------- --------------------
Increase (decrease) in cash and cash equivalents 6,225,520 (11,829,020) (7,135,053)
Cash and cash equivalents at beginning of year 9,982,843 21,811,863 28,946,916
Cash and cash equivalents at end of year $ 16,208,363 $ 9,982,843 $ 21,811,863
====================================== ===================
</TABLE>
See accompanying notes.
Page 11 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements
December 31, 1995
1. Significant Accounting Policies and Nature of Operations
Nature of Operations
First Citizens BancStock, Inc. (Company), through its wholly owned subsidiary,
The First National Bank in St. Mary Parish (Bank), operates seven branches in
rural communities in south Louisiana. The Company also operates four branches
and a loan production office in two metropolitan cities in south Louisiana. The
Company's primary source of revenue is providing loans to customers, who are
predominantly small and middle-market businesses and middle income individuals.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Proposed Merger
On September 28, 1995, the Company and the Bank entered into an Agreement and
Plan of Merger (Merger Agreement) with Whitney Holding Corporation (Whitney),
Whitney Acquisition Corporation (Acquisition) and Whitney National Bank
(Whitney Bank) pursuant to which the Company would merge with Acquisition and
the Bank would merge with Whitney Bank. Upon the consummation of the mergers,
each outstanding share of the Company's common stock (other than shares held by
dissenting shareholders, if any) would be converted into shares of Whitney
common stock.
Consummation of the transaction is subject to satisfaction or waiver of certain
conditions to closing specified in the Merger Agreement, including qualification
of the transaction as a tax-free reorganization, Whitney's ability to account
for the transaction as a pooling of interests, registration under the Securities
Act of 1933 of the shares of Whitney common stock to be issued to the Company's
shareholders, approval of the Company's shareholders, receipt of approval from
bank regulatory agencies, and other customary conditions to closing.
Consummation of the transaction is currently anticipated to occur in the first
quarter of 1996. The accompanying financial statements do not reflect the
anticipated effects of this transaction.
Page 12 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
1. Significant Accounting Policies and Nature of Operations (continued)
Accounting Principles
The accounting principles followed by the Company and the methods of applying
those principles conform with generally accepted accounting principles generally
practiced within the banking industry. The significant accounting principles are
summarized below.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
the Bank. All significant intercompany accounts and transactions have been
eliminated in consolidation.
Securities
Management determines the appropriate classification of debt securities at the
time of purchase and reevaluates such designation as of each balance sheet date.
Debt securities are classified as held-to-maturity when the Company has the
positive intent and ability to hold the securities to maturity.
Held-to-maturity securities are stated at amortized cost. Debt securities not
classified as held-to-maturity are classified as available-for-sale. Available-
for-sale securities are stated at fair value, with the unrealized gains and
losses, net of tax, reported as a separate component of shareholders' equity.
The amortized cost of debt securities classified as held-to-maturity or
available-for-sale is adjusted for amortization of premiums and accretion of
discounts to maturity, or in the case of mortgage-backed securities, over the
estimated life of the security. Such amortization is included in interest income
from investments. Interest and dividends are included in interest income from
investments. Realized gains and losses, and declines in value judged to be
other-than-temporary are included in other income. The cost of securities sold
is based on the specific identification method.
Loans
Interest on loans is accrued daily on the outstanding principal balances except
for interest on discounted loans. Interest on discounted loans is recognized for
financial reporting purposes on the "Rule of 78s" method which does not
materially differ from the interest method.
Page 13 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
1. Significant Accounting Policies and Nature of Operations (continued)
The accrual of interest income is discontinued generally when a loan becomes 90
days past due as to principal or interest. When interest accruals are
discontinued, interest credited to income in the current year is reversed, and
interest accrued in prior years is charged to the reserve for possible loan
losses. Management may elect to continue the accrual of interest when the
estimated net realizable value of collateral is sufficient to cover the
principal balance and accrued interest and the loan is in the process of
collection, or in certain situations where management can reasonably expect to
recover the principal balance and accrued interest from guarantors of the loan.
Assets acquired through the default of loans are recorded at the lower of the
outstanding loan amounts plus accrued interest or the fair value of the assets
based on appraised value at the date acquired less estimated costs to sell. At
the time of acquisition, reductions from outstanding loan amounts to fair value
are charged against the reserve for possible loan losses.
Reserve for Possible Loan Losses
The reserve for possible loan losses is maintained at a level believed adequate
by management to absorb potential losses in the loan portfolio. Management's
determination of the adequacy of the reserve is based on an evaluation of the
portfolio, past loan loss experience, current economic conditions, volume,
growth and composition of the loan portfolio, and other relevant factors.
Additions to the reserve for possible loan losses arise from provisions for
possible loan losses which are charged against income. On January 1, 1995, the
Company adopted SFAS No. 114, Accounting by Creditors for Impairment of a Loan.
In accordance with SFAS No. 114, the 1995 reserve for impaired loans is based
on the discounted cash flows using the specific loan's effective interest rate
or the fair value of the collateral for collateral-dependent loans.
Bank Premises and Equipment
Bank premises and equipment are stated at cost less allowances for depreciation
and amortization. Depreciation and amortization included in occupancy and
equipment expenses are computed using either the straight-line or declining-
balance method over the estimated useful lives of the assets, which generally
are 20-40 years for bank premises and 5-10 years for equipment.
Page 14 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
1. Significant Accounting Policies and Nature of Operations (continued)
Maintenance and repair costs are charged to operations; improvements are
capitalized. The cost of assets retired or otherwise disposed of and the
related accumulated depreciation are eliminated from the accounts in the year
of disposal and the resulting gains or losses are included in current
operations.
Federal Income Taxes
The Company uses the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that are expected
to be in effect when the differences are projected to reverse.
Fair Values of Financial Instruments
The Company discloses fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate that value. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation techniques.
Those techniques are significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows. In that regard, the
derived fair value estimates cannot be substantiated by comparison to
independent markets and, in many cases, could not be realized in immediate
settlement of the instrument.
Reclassifications
Certain prior year amounts have been reclassified to conform to the 1995
financial statement presentation.
Page 15 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
2. Cash and Cash Equivalents
Cash and cash equivalents consisted of the following:
December 31
1995 1994
-------------------------
(In Thousands)
Cash and due from banks $ 8,547 $ 7,384
Interest-bearing deposits in other banks 151 374
Federal funds sold 7,510 2,225
-------------- ------------
$ 16,208 $ 9,983
============== ============
The Bank is required to maintain daily reserve balances with the Federal Reserve
Bank. The average daily reserve requirements were $1,382,000 in 1995 and
$1,397,000 in 1994.
3. Securities
In May 1993, the FASB issued SFAS No. 115, Accounting for Certain Investments in
Debt and Equity Securities. As permitted under SFAS No. 115, the Company elected
to adopt the provisions of the new standard as of the end of 1993. As a result
of adopting the statement, the December 31,1993 balance of shareholders' equity
increased by $944,000 (net of tax of $486,000) to reflect the net unrealized
gain on securities classified as available-for-sale.
Page 16 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
3. Securities (continued)
The amortized cost and estimated fair value of available-for-sale securities and
held-to-maturity securities at December 31, 1995 and 1994 were as follows :
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Available-For-Sale Securities
--------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------------------------------------------------------------------
(In Thousands)
December 31, 1995:
U. S. Treasury Securities $ 5,033 $ 9 $ (11) $ 5,031
U. S. Government corporations
and agencies obligations 23,506 45 (343) 23,208
Mortgage-backed securities 33,614 741 - 34,355
---------------- ----------------- ---------------- ----------------
$ 62,153 $ 795 $ (354) $ 62,594
================ ================= ================ ================
December 31, 1994:
U. S. Treasury Securities $ 8,043 $ - $ (193) $ 7,850
U. S. Government corporations
and agencies obligations 24,535 17 (447) 24,105
Mortgage-backed securities 38,687 20 (1,346) 37,361
---------------- ----------------- ---------------- ----------------
$ 71,265 $ 37 $ (1,986) $ 69,316
================ ================= ================ ================
</TABLE>
Page 17 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
3. Securities (continued)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Held-To-Maturity Securities
--------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------------------------------------------------------------------
(In Thousands)
December 31, 1995:
U. S. Treasury Securities $ 1,524 $ 2 $ - $ 1,526
U. S. Government corporations
and agencies obligations 707 - - 707
Obligations of states and
political subdivisions 7,080 265 (1) 7,344
Other 948 - - 948
--------------------------------------------------------------------
$ 10,259 $ 267 $ (1) $ 10,525
================ ==================== ============= ================
December 31, 1994:
U. S. Treasury Securities $ 4,482 $ - $ (14) $ 4,468
U. S. Government corporations
and agencies obligations 993 - (1) 992
Obligations of states and
political subdivisions 6,478 132 (145) 6,465
Other 948 - - 948
--------------------------------------------------------------------
$ 12,901 $ 132 $ (160) $ 12,873
================ ==================== ============= ================
</TABLE>
The amortized cost and estimated fair value of available-for-sale securities and
held-to-maturity securities at December 31, 1995, by contractual maturity, are
shown below. Expected maturities will differ from contractual maturities because
the issuers may have the right to call or prepay obligations with or without
call or prepayment penalties.
Amortized Estimated
Cost Fair Value
------------------------------------
(In Thousands)
Available-for-sale securities
Due in one year or less $ 8,019 $ 8,022
Due after one year through five years 20,520 20,217
Mortgage-backed securities 33,614 34,355
------------------ -----------------
$ 62,153 $ 62,594
================== =================
Page 18 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
3. Securities (continued)
Amortized Estimated
Cost Fair Value
-----------------------------
(In Thousands)
Held-to-maturity securities
Due in one year or less $ 3,347 $ 3,381
Due after one year through five years 2,545 2,664
Due after five years through ten years 2,978 3,079
Due after ten years 441 453
Other 948 948
----------------------------
$ 10,259 $ 10,525
============== ==============
There were no sales of securities during 1995. Proceeds from sales of available-
for-sale securities during 1994 were $9,116,000. On those sales, gross losses of
$2,000 were realized.
Securities with carrying values of $21,491,000 at December 31, 1995 and
$20,987,000 at December 31, 1994 were pledged to secure public fund deposits.
4. Loans
The carrying amounts of loans consisted of the following:
December 31
1995 1994
-----------------------
(In Thousands)
Real estate - construction $ 7,880 $ 3,040
Real estate - other 74,584 64,650
Commercial and industrial 38,413 35,437
Lease financing receivables 16,021 11,395
Loans to individuals for household, family,
and other consumer expenditures 7,207 7,972
Other (including overdrafts) 6,147 6,232
-------------- -----------
150,252 128,726
Unearned income (2,816) (2,053)
Reserve for possible loan losses (2,283) (1,919)
============== ============
$ 145,153 $ 124,754
============== ===========
Page 19 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
4. Loans (continued)
In the ordinary course of business, the Bank makes loans to its directors and
officers, as well as to entities in which they have ownership interests. The
unpaid balances of these loans approximated $565,000 at December 31, 1995 and
$419,000 at December 31, 1994. During 1995, advances totaled $677,000 and
reductions and repayments totaled $531,000.
The Bank had loans totaling $549,000 and $205,000 at December 31, 1995 and 1994,
respectively, which were no longer accruing interest. The average balance of
nonaccrual loans was $399,000 in 1995 and $306,000 in 1994. Had these loans not
been placed in a nonaccrual status, the Bank would have earned interest of
approximately $74,000 during 1995 and $51,000 during 1994. The Bank recognized
no interest income in 1995 or 1994 for interest payments received during those
years on nonaccrual loans.
The nonaccrual loans referred to above excluded certain other nonaccrual loans
purchased in connection with the acquisition of a bank in October 1991. These
loans, net of discounts of $298,000 and $273,000, totaled approximately $539,000
and $598,000 at December 31, 1995 and 1994, respectively.
5. Reserve for Possible Loan Losses
As discussed in Note 1, the Company adopted SFAS No. 114 effective at the
beginning of the year. The adoption of this statement did not have a material
impact on the provision for loan losses, nor the balance of the reserve for
possible loan losses. At December 31, 1995, the Company had $2,035,000 in loans
that were considered to be impaired under SFAS No. 114 for which the related
reserve was $509,000. Interest payments received on impaired loans are applied
to principal if there is doubt as to the collectibility of the principal;
otherwise, these receipts are recorded as interest income.
The following is a summary of activity in the reserve for possible loan losses:
1995 1994 1993
------------ ------------ ------------
(In Thousands)
Balance at beginning of year $ 1,919 $ 1,978 $ 2,012
Loans charged off (393) (464) (793)
Loan recoveries 158 270 384
------------ ------------ ------------
Net charge-offs (235) (194) (409)
Provision for possible loan losses 600 135 375
------------ ------------ ------------
Balance at end of year $ 2,284 $ 1,919 $ 1,978
============ ============ ============
Page 20 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
5. Reserve for Possible Loan Losses (continued)
The following is a summary of loan charge-offs and recoveries by type of loan:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1995 1994 1993
----------------------------- ----------------------------- ------------------------------
Charge- Charge- Charge-
Offs Recoveries Offs Recoveries Offs Recoveries
----------------------------- ----------------------------- ------------------------------
(In Thousands)
Real estate $ 19 $ 29 $ 44 $ 29 $ 40 $ 31
Installment 103 15 80 50 24 25
Commercial 71 56 208 121 428 184
Lease financing
receivables 200 58 132 70 301 144
------------------------------------------------------------------------------------------
$ 393 $ 158 $ 464 $ 270 $ 793 $ 384
============= =============== ============= =============== ============= ================
</TABLE>
Net charge-offs as a percentage of average loans outstanding were 0.17% for
1995, 0.16% for 1994, and 0.39% for 1993.
6. Bank Premises and Equipment
The following is a summary of bank premises and equipment balances by category:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
December 31
1995 1994
--------------------------------------------------------------------------------------
Accumulated Accumulated
Depreciation Depreciation
and Carrying and Carrying
Cost Amortization Value Cost Amortization Value
----------- ---------------- ------------ -- ----------- ----------------- ------------
(In Thousands)
Land $ 1,679 $ - $ 1,679 $ 1,488 $ - $ 1,488
Bank premises 6,609 3,168 3,441 6,316 2,982 3,334
Furniture and
equipment 5,064 3,947 1,117 4,847 3,589 1,258
---------------------------------------------------------------------------------------
$13,352 $ 7,115 $ 6,237 $12,651 $ 6,571 $ 6,080
=========== ================ =========== =========== ================= ============
</TABLE>
Depreciation and amortization expense is included in the accompanying
consolidated statements of income as follows:
1995 1994 1993
------------ -------- ---------
(In Thousands)
Occupancy expenses $ 186 $ 181 $ 178
Equipment expenses 411 377 377
------------ -------- ----------
$ 597 $ 558 $ 555
============ ======== ==========
Page 21 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements, Inc. (continued)
7. Employee Benefit Plan
The Bank has a retirement savings plan covering substantially all full-time
employees over the age of 21 and with 6 months or more of service. The plan
incorporates a deferred salary reduction arrangement under Internal Revenue Code
Section 401(k) and is intended to comply with all requirements for Section
401(a) tax qualified plans. Participating employees may contribute, through
salary reduction, a maximum of 15% of their annual compensation to their
participant 401(k) accounts.
The Bank may contribute discretionary amounts to the plan as determined by the
board of directors. The Bank made contributions to the plan of $25,000 in 1995
and 1994.
8. Income Taxes
In February 1992, the FASB issued SFAS No. 109, Accounting for Income Taxes.
The Company adopted the provisions of the new standard in its financial
statements for the year ended December 31, 1993. The cumulative effect of
adopting SFAS No. 109 as of January 1, 1993 decreased net income by $289,000.
The following is a reconciliation between income taxes based on the federal
statutory rate of 34% and income taxes reported in the consolidated statements
of income:
1995 1994 1993
------------ ----------- ---------
(In Thousands)
Income taxes based on statutory rates $ 1,676 $ 1,667 $ 1,569
Tax-exempt interest income (137) (147) (117)
Change in estimate of prior year income tax
expense - - 27
Other-net (20) 24 21
-----------------------------------
Income taxes $ 1,519 $ 1,544 $ 1,500
============ =========== ===========
The components of income taxes were as follows:
1995 1994 1993
------------ ----------- -----------
(In Thousands)
Current income tax expense $ 1,656 $ 1,544 $ 1,467
Deferred income tax expense (benefit) (137) - 33
-------------------------------------
$ 1,519 $ 1,544 $ 1,500
============ =========== ============
Page 22 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
8. Income Taxes (continued)
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax liabilities and assets were as follows:
December 31
1995 1994
----------- -----------
(In Thousands)
Deferred tax liabilities:
Depreciation $ 516 $ 537
Unrealized gains on available-for-sale securities 150 -
Other 115 111
-------------------------
Total deferred tax liabilities 781 648
Deferred tax assets:
Unrealized losses on available-for-sale securities - 663
Reserve for loan losses 520 385
Write-down in carrying value of certain assets 45 79
Net interest income on nonaccrual loans 60 41
----------- -----------
Total deferred tax assets 625 1,168
-----------------------
Net deferred tax asset (liability) $ (156) $ 520
=========== ===========
The net deferred tax asset or liability is included in the other assets or other
liabilities caption, respectively, in the accompanying financial statements.
Income taxes paid totaled $1,685,000 in 1995, $1,454,000 in 1994 and $1,440,000
in 1993.
9. Deposits
Certificates of deposit of $100,000 or more, which are included in time
deposits, were $36,393,000 at December 31, 1995 and $29,374,000 at December 31,
1994.
Page 23 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
10. Restrictions on Subsidiary Dividends, Loans or Advances
Dividends are paid by the Company from its assets which are provided primarily
by dividends from the Bank. However, certain restrictions exist regarding the
ability of the Bank to transfer funds to the Company in the form of cash
dividends, loans or advances. The approval of the Comptroller of the Currency is
required to pay dividends in excess of the Bank's earnings retained in the
current year plus retained net profits for the preceding two years. Beginning
January 1, 1996, the Bank has retained earnings of $21,255,000 of which
$3,778,000 was available for distribution to the Company as dividends without
prior regulatory approval.
Under Federal Reserve regulations, the Bank also is limited as to the amount it
may loan to the Company. At December 31, 1995, the maximum amount available for
transfer from the Bank to the Company in the form of loans approximated
$306,000.
11. First Citizens BancStock, Inc. (Parent Company Only) Financial Information
Financial information for First Citizens BancStock, Inc. (parent company only)
is presented below:
Balance Sheets December 31
1995 1994
-------------------------------
Assets
Cash $ 131,565 $ 22,069
Investment in bank subsidiary 25,060,529 21,346,687
Held-to-maturity securities 1,228,216 996,758
Other assets 200,000 12,153
-------------------------------
Total assets $26,620,310 $ 22,377,667
===============================
Liabilities and shareholders' equity
Liabilities $ - $ -
Shareholders' equity 26,620,310 22,377,667
--------------------------------
Total liabilities and shareholders' equity $26,620,310 $ 22,377,667
================================
Page 24 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
11. First Citizens BancStock, Inc. (Parent Company Only) Financial Information
(continued)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Statements of Income Year ended December 31
1995 1994 1993
------------------ ----------------- -----------------
Dividends from bank subsidiary $ 1,362,068 $ 1,812,236 $ 660,595
Other income 77,515 14,767 -
Expenses (163,713) (109,189) (103,191)
------------------ ----------------- -----------------
Income before equity in undistributed income
of bank subsidiary 1,275,870 1,717,814 557,404
Equity in undistributed income of bank
subsidiary 2,135,662 1,642,310 2,269,650
------------------------------------------------------
Net income $ 3,411,532 $ 3,360,124 $ 2,827,054
================== ================= =================
Statements of Cash Flows Year ended December 31
1995 1994 1993
------------------------------------------------------
Operating activities
Net income $ 3,411,532 $ 3,360,124 $ 2,827,054
Adjustments to reconcile net income to net
cash provided by operating activities:
Equity in undistributed income of bank
subsidiary (2,135,662) (1,642,310) (2,269,650)
Accretion of discounts on securities (58,329) (2,520) -
Change in other assets (187,847) (12,153) -
Amortization expense - - 3,792
------------------------------------------------------
Net cash provided by operating activities 1,029,694 1,703,141 561,196
Investing activities
Maturities of held-to-maturity securities 2,500,000 - -
Purchases of held-to-maturity securities (2,673,129) (994,238) -
------------------------------------------------------
Cash used in investing activities (173,129) (994,238) -
Financing activity
Cash dividends paid (747,069) (689,036) (575,595)
------------------------------------------------------
Cash used in financing activity (747,069) (689,036) (575,595)
------------------ ----------------- -----------------
Increase (decrease) in cash 109,496 19,867 (14,399)
Cash at beginning of year 22,069 2,202 16,601
-----------------------------------------------------
Cash at end of year $ 131,565 $ 22,069 $ 2,202
================== ================= =================
</TABLE>
Page 25 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
12. Financial Instruments with Off-Balance-Sheet Risk
The Bank is a party to financial instruments with off-balance-sheet risk in the
normal course of business to meet the financing needs of its customers. These
financial instruments include commitments to extend credit, letters of credit
and financial guarantees. Those instruments involve, to varying degrees,
elements of credit risk in excess of the amount recognized in the statements of
condition. The contract or notional amounts of those instruments reflect the
extent of involvement the Bank has in particular classes of financial
instruments.
The Bank's exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to extend credit, letters of
credit and financial guarantees written is represented by the contractual
notional amount of those instruments. The Bank uses the same credit policies in
making commitments and conditional obligations as it does for on-balance-sheet
instruments. Unless noted otherwise, the Bank does not require collateral or
other security to support financial instruments with credit risk.
The Bank's off-balance-sheet financial instruments are summarized below. The
following contract or notional amounts approximate fair value as of that date.
December 31
1995 1994
---------------------
(In Thousands)
Financial instruments whose contract amounts
represent credit risk:
Commitments to extend credit $ 28,863 $ 21,817
Letters of credit and financial guarantees
written 240 180
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since a number of the commitments are expected to
expire without being drawn upon,the total commitment amounts do not necessarily
represent future cash requirements. The Bank evaluates each customer's
creditworthiness on a case-by-case basis. The amount of collateral obtained, if
deemed necessary by the Bank upon extension of credit, is based on management's
credit evaluation of the counterparty. Collateral held varies but may include
accounts receivable, inventory, property, plant, and equipment, and commercial
properties.
Page 26 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
12. Financial Instruments with Off-Balance-Sheet Risk (continued)
Letters of credit and financial guarantees written are conditional commitments
issued by the Bank to guarantee the performance of a customer to a third party.
Those guarantees are primarily issued to support public and private borrowing
arrangements, including commercial paper, bond financing, and similar
transactions.
The credit risk involved in issuing letters of credit is essentially the same
as that involved in extending loan facilities to customers. The Bank holds
marketable securities as collateral supporting those commitments for which
collateral is deemed necessary.
13. Shareholders' Equity
On September 27, 1994, the Company's board of directors declared a 10% stock
dividend of the Company's common stock to the shareholders of record as of
October 14, 1994. All share and per share amounts appearing in the financial
statements and notes thereto have been restated to reflect the stock dividend.
The Company's 1993 Stock Option Plan, as amended, provides for the granting of
options to purchase up to 55,000 shares of common stock to officers and key
employees selected by the board of directors. Options are exercisable in
installments, subject to continued employment and such other conditions as set
forth by the committee. All options granted under the plan shall be granted at
an exercise price not less than the fair market value of a share of common stock
at the time the option is granted. The options for 55,000 shares granted during
1993 were granted at the fair market value at the date of grant.
Information relating to the Company's 1993 Stock Option Plan is summarized as
follows:
Option
Price
Shares Per Share
-----------------------
Options outstanding at December 31, 1995,
1994 and 1993 55,000 $16.25
============
Options exercisable at December 31, 1994 11,000 $16.25
============
Options exercisable at December 31, 1995 22,000 $16.25
============
Page 27 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
13. Shareholders' Equity (continued)
The Company's Non-Employee Director Stock Option Plan provides for the granting
of options to purchase up to a 100,000 shares of common stock to non-employee
directors. Options are exercisable subject to continued service as a director
and such other conditions as set forth by the committee. All options under the
plan shall be granted at an exercise price not less than the fair market value
of a share of common stock at the time the option is granted. The options
granted during 1994 and 1995 were granted at the fair market value at the date
of grants.
Information relating to the Company's Non-Employee Director Stock Option Plan
is summarized as follows:
Option
Price Range
Shares Per Share
--------------------------------
Options granted on December 14, 1994 60,000 $20.25
-------------
Options outstanding at December 31, 1994 60,000 $20.25
Exercised - -
Expired - -
Granted 5,000 $23.38
-------------
Options outstanding at December 31, 1995 65,000 $20.25 - $23.38
=============
Options exercisable at December 31, 1994 - -
=============
Options exercisable at December 31, 1995 12,000 $20.25
=============
Earnings per common and common equivalent share were computed by dividing net
income by the weighted average number of shares of common stock and common
stock equivalents outstanding during the year. The number of common shares was
increased by the number of shares issuable on the exercise of options when the
market price of the common stock exceeds the exercise price of the
options. This increase in the number of common shares was reduced by the number
of common shares that are assumed to have been purchased with the proceeds from
the exercise of the options; those purchases were assumed to have been made at
the average price of the common stock during that part of the year when the
market price of the common stock exceeded the exercise price of the options.
Page 28 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
13. Shareholders' Equity (continued)
Earnings per common share assuming full dilution for 1995 were determined on
the assumption that outstanding shares were increased as described above except
that purchases of common stock are assumed to have been made at the year-end
price as it exceeded the average market price for the year.
14. Significant Group Concentrations of Credit Risk
Most of the Company's business activity is with customers located within the
southern region of the State of Louisiana. The Company grants commercial and
industrial, real estate, lease financing, credit card and installment loans.
Although the Company has a diversified loan portfolio, a substantial portion of
its debtors' ability to honor their contracts is dependent upon the oil and gas
or related services industries.
15. Fair Value of Financial Instruments
The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:
Cash and Cash Equivalents: The carrying amounts reported in the balance
sheet for cash and short-term instruments approximate those assets'
fair values.
Securities: Fair values for securities are based on quoted market
prices, where available. If quoted market prices are not available,
fair values are based on quoted market prices of comparable
instruments.
Loans: For variable-rate loans that reprice frequently and with no
significant change in credit risk, fair values are based on carrying
values. The fair value of fixed-rate loans (e.g., real estate loans
commercial and consumer), commercial and industrial loans, lease
financing receivable, and loans to individuals) are estimated using
discounted cash flow analyses, using interest rates currently being
offered for loans with similar terms to borrowers of similar credit
quality. The carrying amount of accrued interest approximates its fair
value.
Deposits: The fair values disclosed for demand deposits (e.g., interest
and noninterest checking, passbook savings, and certain types of money
market accounts) are, by definition, equal to the amount payable on
demand at the reporting date (i.e., their carrying amounts).
The carrying amounts for variable-rate,
Page 29 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
15. Fair Value of Financial Instruments (continued)
fixed-term money market accounts and certificates of deposit
approximate their fair values at the reporting date. Fair values for
fixed-rate certificates of deposit are estimated using a discounted
cash flow calculation that applies interest rates currently being
offered on certificates to a schedule of aggregated expected monthly
maturities on time deposits.
Off-Balance-Sheet Instruments: Fair values for the Company's
off-balance-sheet instruments (financial guarantees, letters of credit
and lending commitments) are based on fees currently charged to enter
into similar agreements, taking into account the remaining terms of the
agreements and the counterparties' credit standing.
The estimated fair values of the Company's financial instruments are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1995 1994
----------------------------- -----------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------------- -------------- -------------- --------------
(In Thousands)
Financial assets:
Cash and cash equivalents $ 16,208 $ 16,208 $ 9,983 $ 9,983
Available-for-sale securities $ 62,594 $ 62,594 $ 69,316 $ 69,316
Held-to-maturity securities $ 10,259 $ 10,525 $ 12,901 $ 12,873
Loans, net $ 145,153 $ 150,879 $ 124,754 $ 129,098
Financial liabilities:
Deposits $ 214,431 $ 215,329 $ 202,314 $ 202,345
Unrecognized financial instruments:
Commitments to extend credit $ - $ 26,863 $ - $ 21,817
Letters of credit and financial
guarantees written $ - $ 240 $ - $ 180
</TABLE>
Page 30 of 39 Pages
<PAGE>
First Citizens BancStock, Inc.
Notes to Consolidated Financial Statements (continued)
16. Quarterly Operating Results (Unaudited)
A summary of quarterly results of operations for the years ended December 31,
1995 and 1994 follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Quarter ended
March 31 June 30 September 30 December 31
1995 1995 1995 1995
------------------------------------------------------------------
Total interest income $4,552 $4,724 $4,867 $4,999
Total interest expense 1,580 1,767 1,890 1,968
------------------------------------------------------------------
Net interest income 2,972 2,957 2,977 3,031
Provision for possible loan losses 100 50 100 350
------------------------------------------------------------------
Net interest income after provision
for possible loan losses $2,872 $2,907 $2,877 $2,681
==================================================================
Net income $904 $880 $924 $704
==================================================================
Net income per share:
Earnings per common and
common equivalent share $.71 $.71 $.70 $.53
==================================================================
Earnings per common share -
assuming full dilution $.71 $.69 $.69 $.53
==================================================================
Quarter ended
March 31 June 30 September 30 December 31
1994 1994 1994 1994
------------------------------------------------------------------
Total interest income $ 4,030 $ 4,134 $ 4,356 $ 4,469
Total interest expense 1,325 1,342 1,465 1,504
------------------------------------------------------------------
Net interest income 2,705 2,792 2,891 2,965
Provision for possible loan losses 75 - 60 -
------------------------------------------------------------------
Net interest income after provision
for possible loan losses $ 2,630 $ 2,792 $ 2,831 $ 2,965
===================================================================
Net income $ 807 $ 807 $ 918 $ 828
===================================================================
Net income per share:
Earnings per common and
common equivalent share $ .64 $ .64 $ .72 $ .65
===================================================================
Earnings per common share -
assuming full dilution $ .64 $ .64 $ .72 $ .65
===================================================================
</TABLE>
Page 31 of 39 Pages
<PAGE>
Item 7: Financial Statements and Exhibits (continued)
(b) Pro Forma Financial Information
Unaudited Pro Forma Combined Financial Information
The following unaudited pro forma combined financial information should
be read in conjunction with the consolidated financial statements and notes
thereto of Citizens included elsewhere in this report and those of the
Registrant previously filed with the Commission. The pro forma information is
presented for illustrative purposes only and is not necessarily indicative of
the operating results or financial position that would have occurred if the
mergers described in response to Item 2 of this Report (the "Mergers") had been
consummated in accordance with the assumptions set forth herein, nor is it
necessarily indicative of future operating results or financial position.
By reason of the Mergers, the Registrant issued to the former holders
of Citizens Common Stock shares of Whitney Common Stock having an aggregate
value at the date of the Mergers of $63,245,295.The number of shares of Whitney
Common Stock exchanged in the Company Merger was determined by the Average
Market Price of the Whitney Common Stock, as defined in the Plan of Merger,
which was $31.1281 per share, resulting in the issuance of 2,031,775 shares of
Whitney Common Stock for all of the outstanding shares of Citizens Common Stock
(an exchange ratio of 1.6406). There is no stated par value of the Whitney
Common Stock. In accordance with the pooling-of-interests method of accounting,
the historical equities of the merged companies are combined. The historical
earnings per share and weighted average shares outstanding amounts for Citizens
have been restated to reflect the equivalent shares of Whitney Common Stock
exchanged in the Company Merger.
The unaudited pro forma combined balance sheet at December 31, 1995,
set forth below, gives effect to the Mergers under the pooling-of-interests
accounting method as if the Mergers had occurred on December 31, 1995. The
unaudited pro forma combined statements of income for the years ended December
31, 1995, 1994 and 1993 combine the historical statements of income of the
Registrant and Citizens as if the Mergers had been effective as of January 1,
1993. Merger-related expenses of $2.27 million (net of income tax) are not
reflected in this accompanying Pro Forma financial statements for the period
ended December 31, 1995. These merger costs were recognized in the
period ended March 31, 1996, as reflected in the Company's first quarter filing
on Form 10-Q.
Page 32 of 39 Pages
<PAGE>
Whitney Holding Corporation
Pro Forma Combined Balance Sheet
December 31, 1995
-----------------
(In Thousands)
------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Whitney First Citizens
Holding Corp. Bancstock, Inc. Pro Forma
(Consolidated) (Consolidated) Combined
--------------------------------------------------------------
ASSETS
Cash and due from financial institutions $217,658 $8,547 $226,205
Interest-bearing deposits in financial institutions 0 151 151
Securities available for sale 127,498 62,594 190,092
Securities held to maturity 1,240,543 10,259 1,250,802
Federal funds sold 13,650 7,510 21,160
Loans and leases 1,439,424 147,437 1,586,861
Less reserve for possible loan losses 37,021 2,284 39,305
-------------------------------------------------------------
Net loans and leases 1,402,403 145,153 1,547,556
Bank premises and equipment (net) 75,205 6,237 81,442
Other real estate owned (net) 4,799 25 4,824
Other assets 69,890 2,099 71,989
-------------------------------------------------------------
TOTAL ASSETS $3,151,646 $242,575 $3,394,221
=============================================================
LIABILITIES
Deposits $2,561,358 $214,431 $2,775,789
Federal funds purchased and other borrowings 227,094 0 227,094
Accrued taxes, interest and expense 24,942 1,524 26,466
-------------------------------------------------------------
TOTAL LIABILITIES $2,813,394 $215,955 $3,029,349
-------------------------------------------------------------
EQUITY
Common stock $2,800 $1,308 $2,800
Capital surplus 57,561 4,010 62,879
Retained earnings 284,820 21,254 306,074
Net unrealized holding gains on available-for-sale
securities 846 291 1,137
Less: Treasury stock 7,775 243 8,018
-------------------------------------------------------------
TOTAL EQUITY $338,252 $26,620 $364,872
-------------------------------------------------------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $3,151,646 $242,575 $3,394,221
=============================================================
</TABLE>
Page 33 of 39 Pages
<PAGE>
Whitney Holding Corporation
Pro Forma Combined Income Statement
Year Ended December 31, 1995
---------------------------
(In Thousands, except per share amounts)
-----------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Whitney First Citizens
Holding Corp. Bancstock, Inc. Pro Forma
(Consolidated) (Consolidated) Combined
-------------- --------------- ----------
Interest Income $194,152 $119,143 $213,295
Interest Expense 64,662 7,205 71,867
-------------- --------------- ----------
Net Interest Income 129,490 11,938 141,428
Provision for (Reduction in Reserve for) Possible Loan Losses (10,000) 600 (9,400)
-------------- --------------- ----------
Net Interest Income After Provision for Possible Loan Losses 139,490 11,338 150,828
-------------- --------------- ----------
Non-Interest Income 31,264 1,941 33,205
Non-Interest Expense 111,133 8,348 119,481
--------------- --------------- ----------
Income Before Income Taxes 59,621 4,931 64,552
Income Taxes 18,684 1,519 20,203
--------------- --------------- ----------
Net Income $40,937 $3,412 $44,349
=============== =============== ==========
Earnings Per Share
Primary $2.77 $1.59 $2.61
Fully Diluted $2.77 $1.56 $2.60
Weighted Average Shares Outstanding
Primary 14,830,345 2,141,456 16,971,801
Fully Diluted 14,858,351 2,190,957 17,049,308
Year Ended December 31, 1994
----------------------------
(In Thousands, except per share amounts)
---------------------------------
Whitney First Citizens
Holding Corp. Bancstock, Inc. Pro Forma
(Consolidated) (Consolidated) Combined
-------------- --------------- ----------
Interest Income $175,761 $16,989 $192,750
Interest Expense 51,867 5,636 57,503
--------------- --------------- ----------
Net Interest Income 123,894 11,353 135,247
Provision for (Reduction in Reserve for) Possible Loan Losses (26,139) 135 (26,004)
--------------- --------------- ----------
Net Interest Income After Provision for Possible Loan Losses 150,033 11,218 161,251
--------------- --------------- ----------
Non-Interest Income 32,353 1,822 34,175
Non-Interest Expense 104,258 8,136 112,394
--------------- --------------- ----------
Income Before Income Taxes 78,128 4,904 83,032
Income Taxes 25,290 1,544 26,834
--------------- --------------- ----------
Net Income $52,838 $3,360 $56,198
=============== =============== ==========
Earnings Per Share
Primary $3.63 $1.65 $3.39
Fully Diluted $3.63 $1.65 $3.39
Weighted Average Shares Outstanding
Primary 14,557,008 2,031,775 16,588,783
Fully Diluted 14,557,008 2,031,775 16,588,783
</TABLE>
Page 34 of 39 Pages
<PAGE>
Whitney Holding Corporation
Pro Forma Combined Income Statement
Year Ended December 31, 1993
-----------------------------
(In Thousands, except per share amounts)
-------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Whitney First Citizens
Holding Corp. Bancstock, Inc. Pro Forma
(Consolidated) (Consolidated) Combined
--------------- --------------- ------------
Interest Income $169,530 $16,575 $186,105
Interest Expense 49,016 5,665 54,681
--------------- --------------- ------------
Net Interest Income 120,514 10,910 131,424
Provision for (Reduction in Reserve for) Possible
Loan Losses (60,000) 375 (59,625)
--------------- --------------- ------------
Net Interest Income After Provision for Possible
Loan Losses 180,514 10,535 191,049
--------------- --------------- ------------
Non-Interest Income 30,991 2,225 33,216
Non-Interest Expense 100,093 8,144 108,237
--------------- --------------- ------------
Income Before Income Taxes and cumulative effect of accounting changes 111,412 4,616 116,028
Income Taxes 35,645 1,500 37,145
--------------- --------------- ------------
Income before effect of accounting changes 75,767 3,116 78,883
Cumulative effect of accounting changes, net 634 (289) 345
--------------- --------------- ------------
Net Income $76,401 $2,827 $79,228
=============== =============== ============
Earnings Per Share
Primary $5.30 $1.39 $4.81
Fully Diluted $5.30 $1.39 $4.81
Weighted Average Shares Outstanding
Primary 14,425,007 2,031,775 16,456,782
Fully Diluted 14,425,007 2,031,775 16,456,782
</TABLE>
Page 35 of 39 Pages
<PAGE>
Item 7: Financial Statements and Exhibits (continued)
(c) Exhibits. The following exhibits are filed as part of this report:
Exhibit No. Description
----------- -----------
2 Amended and Restated Agreement and Plan
of Merger dated December 15, 1995 (filed as
Appendix A to the Registrant's Prospectus
and Citizens' Proxy Statement dated
January 23, 1995 forming a part of the
Registrant's Registration Statement on Form
S-4 (File No. 33-65131) and incorporated
herein by reference).
23.1 Consent of Ernst & Young LLP dated
May 21, 1996.
Page 36 of 39 Pages
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned hereunto duly authorized.
WHITNEY HOLDING CORPORATION
--------------------------------------
(Registrant)
By:/S/ Edward B. Grimball
___________________________________
Edward B. Grimball
Chief Financial Officer and
Executive Vice President
Date: May 21, 1996
Page 37 of 39 Pages
<PAGE>
Exhibit Index
Sequentially
Numbered
Exhibit No. Description Page
- ------------- ------------------- ------------
2 Amended and Restated Agreement and Plan of
Merger dated December 15, 1995 (filed as Appendix
A to the Registrant's Prospectus and Citizens' Proxy
Statement dated January 23, 1995 forming a part of
the Registrant's Registration Statement on Form S-4
(File No. 33-65131) and incorporated herein by
reference).
23.1 Consent of Ernst & Young LLP dated
May 21, 1996.
Page 38 of 39 Pages
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements on
Form S-3 (Nos. 33-52999, 33-55307, 33-56024 and 33-56277) and on Form S-8 (Nos.
33-68506 and 333-01591) of Whitney Holding Corporation of our report dated
January 30, 1996 with respect to the consolidated financial statements of First
Citizens BancStock, Inc. included in this Current Report on Form 8-K/A
(Amendment No. 1) dated May 21, 1996.
/s/ ERNST & YOUNG LLP
New Orleans, Louisiana
May 21, 1996
Page 39 of 39 Pages
