<PAGE>
[WHITNEY HOLDING CORPORATION LETTERHEAD]
March 7, 1996
Securities and Exchange Commission
450 Fifth St., N.W.
Judiciary Plaza
Washington, D.C. 20549-1004
Via Edgar Electronic Filing System
In Re: File Number 0-1026
------------------
Gentlemen:
Pursuant to regulations of the Securities and Exchange
Commission, submitted herewith for filing on behalf of Whitney Holding
Corporation (the "Company"), is the Company's Preliminary Proxy Statement dated
March 15, 1996.
This filing is being effected by direct transmission to the
Commission's EDGAR System.
Sincerely,
/s/ Edward B. Grimball
-----------------------------
Edward B. Grimball
Executive Vice President &
Chief Financial Officer
(504) 586-7570
EBG/drm
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant X
---
Filed by a Party other than the Registrant
---
Check the appropriate box:
X Preliminary Proxy Statement
- ---
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
- ---
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):
$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
- ---
$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:
Common Stock
-----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
14,895,830
-----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
Not Applicable
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
Not Applicable
-----------------------------------------------------------------------
5) Total fee paid:
Not Applicable
-----------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
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: Not Applicable
------------------------------------------------
2) Form Schedule or Registration Statement No.: Not Applicable
---------------------------
3) Filing Party: Not Applicable
----------------------------------------------------------
4) Date Filed: Not Applicable
------------------------------------------------------------
<PAGE>
[WHITNEY HOLDING CORPORATION LOGO]
March 15, 1996
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 24, 1996, at 10:30
a.m., for the purposes of considering and voting upon:
1. Election of two directors to serve until the 2001 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 1996.
3. Proposal to amend the Whitney Holding Corporation
Directors' Compensation Plan.
4. Such other business as may properly come before the meeting
or any adjournments thereof.
The close of business on February 28, 1996, 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.
/s/ JOSEPH S. SCHWERTZ, JR.
JOSEPH S. SCHWERTZ, JR.
Secretary
- --------------------------------------------------------------------------------
228 St. Charles Avenue, New Orleans, Louisiana 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>
[WHITNEY HOLDING CORPORATION LOGO]
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 24, 1996 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, FOR ratification
of the selection of Arthur Andersen LLP as the Company's independent public
accountants, and FOR the amendment to the Directors' Compensation Plan.
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 banking subsidiaries,
Whitney National Bank (the "Louisiana Bank") and Whitney Bank of Alabama (the
"Alabama 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 15, 1996.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record as of the close of business on February 28,
1996 are entitled to notice of and to vote at the meeting. On that date,
14,895,830 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 February 28, 1996.
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER OWNED (1) CLASS
------------------- -------------------- ----------
<S> <C> <C>
Estate of William G. Helis................................ 1,029,113 6.91%
a Louisiana partnership
912 Whitney Building
New Orleans, Louisiana 70130
- ------------------------
<FN>
(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 96,509 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
7.56% of the Company's outstanding stock.
</FN>
</TABLE>
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 two are to be elected this year. The Board
nominates William A. Hines and William P. Snyder III. Messrs. Hines and Snyder,
who were elected at prior shareholders' meetings, are nominated to serve until
the 2001 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, 1995, 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
- ------------ -------------------- -------- ------- ------------ -------
<S> <C> <C> <C> <C> <C>
NOMINEES FOR TERM EXPIRING 2001
William A. Hines, 59 Chairman of the Board, 1986 1996 151,300(2)(9) 1.02
Midland Pipe Corporation
(sale of oil field
country tubular goods)
W.P. Snyder III, 77 Director, H.J. Heinz Co. and 1965 1996 315,937(2)(17) 2.12
President and Director, The
Wilpen Group, Inc. (investments)
DIRECTORS WITH CONTINUING TERMS
Harry J. Blumenthal, Jr., 50 President, Blumenthal 1993 1999 14,225(2)(3) *
Print Works, Inc.
(textiles manufacturing)
Joel B. Bullard, Jr., 45 President, Joe Bullard 1994 1999 11,765(2)(4) *
Automotive Companies
James M. Cain, 62 Former Vice Chairman, Entergy 1987 1997 4,489(2)(5) *
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.
2
<PAGE>
SHARES PERCENT
DIRECTOR TERM BENEFICIALLY OF
NAME AND AGE PRINCIPAL OCCUPATION SINCE EXPIRES OWNED (1) CLASS
- ------------ -------------------- -------- ------- ------------ -------
<S> <C> <C> <C> <C> <C>
Angus R. Cooper, II, 53 Chairman and Chief Executive 1994 1999 69,550(2)(6) *
Officer, Cooper/T. Smith Corp.
(shipping service company)
Robert H. Crosby, Jr., 75 Chairman of the Board and 1972 1997 12,448(2)(7) *
Chief Executive Officer,
Crosby Land & Resources
(timberland holdings, oil
and gas production)
Richard B. Crowell, 57 Attorney, Crowell & Owens 1983 1997 161,033(2)(8) 1.08
Robert E. Howson, 64 Chairman of the Board and 1989 2000 2,650(2)(10) *
Chief Executive Officer of
McDermott International, Inc.
and of McDermott Incorporated
(marine construction services
and power generation systems)
John J. Kelly, 61 President, Textron Marine 1986 2000 4,628(2)(11) *
and Land Systems (designs
and builds advanced
technology vehicles
and ships)
E. James Kock, Jr., 67 Former President: Bowie 1965 1998 131,784(2)(12) *
Lumber 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
William L. Marks, 52 Chairman of the Board and 1990 2000 181,315(13) 1.22
Chief Executive Officer of
the Louisiana Bank and
the Company; Director, the
Alabama Bank
R. King Milling, 55 President, the Louisiana 1979 1998 75,474(14) *
Bank and the Company; Director,
the Alabama Bank
John G. Phillips, 73 Former Chairman of the Board 1972 1998 5,675(2)(15) *
and Chief Executive Officer, The
Louisiana Land and Exploration
Company (oil and gas exploration
and production)
3
<PAGE>
SHARES PERCENT
DIRECTOR TERM BENEFICIALLY OF
NAME AND AGE PRINCIPAL OCCUPATION SINCE EXPIRES OWNED (1) CLASS
- ------------ -------------------- -------- ------- ------------ -------
<S> <C> <C> <C> <C> <C>
John K. Roberts, Jr., 59 President and Chief Executive 1985 1997 108,100(2)(16) *
Officer, Pan-American Life
Insurance Company (markets and
services life, health and
retirement insurance); Director,
Pan-American Financial Services,
Inc.
Warren K. Watters, 68 President, Reilly-Benton 1986 2000 6,950(2)(18) *
Company, Inc. (fabrication
and wholesale distribution of
marine and commercial
construction materials)
Executive Officers
Edward B. Grimball, 51 Executive Vice President and - - 46,000(19) *
Chief Financial Officer of the
Louisiana Bank and the Company;
Chief Financial Officer and
Investment Officer of the
Alabama Bank
Kenneth A. Lawder, Jr., 55 Executive Vice President - - 47,241(20) *
of the Company and the
Louisiana Bank
John C. Hope, III, 47 Executive Vice President
of the Company; and - - 31,740(21) *
Chairman and Chief Executive
Officer of the Alabama Bank
All 22 directors and executive officers of
the Company as a group 1,965,064(22) 13.19%
- ---------------------
<FN>
* 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) With the exception of Messrs. Bullard and Cooper, who joined the
Company's Board after the initial options were granted, and Mr. Crowell
who exercised his initial options, these totals include options to
purchase the following shares of common stock pursuant to the
Directors' Compensation Plan: 1,000 shares at a price of $26.25 per
share exercisable at any time through June 30, 2004 and 1,000 shares at
a price of $26.75 per share exercisable at any time through June 30,
2005.
(3) Mr. Blumenthal is a member of the Company's and the Louisiana Bank's
Executive Committees. His total shares include 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.
(4) Mr. Bullard is a member of the Alabama Bank's Board of Directors and
serves on its Audit Committee. His
4
<PAGE>
total shares include 2,250 shares in a profit sharing trust, and 4,500
shares in family trusts, for which beneficial ownership is disclaimed.
(5) Mr. Cain is a member of the Company's and the Louisiana Bank's
Executive and Nominating Committees. He is also a member of the
Louisiana Bank's Audit Committee.
(6) Mr. Cooper is a member of the Alabama Bank's Board of Directors and
serves on its Audit Committee. His total shares include 4,650 shares
owned by the estate of his spouse, for which beneficial ownership is
disclaimed. Also includes 4,000 shares owned by Mr. Cooper's four minor
children in an account over which he is custodian and for which
beneficial ownership is disclaimed.
(7) Mr. Crosby is a member of the Company's and the Louisiana Bank's
Executive and Compensation Committees. He is also a member of the
Louisiana Bank's Trust Committee. His total shares include 450 shares
owned by a member of his family and 6,750 shares owned by a partnership
of which Mr. Crosby is an officer and a director of a corporate general
partner 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.
(8) Mr. Crowell is a member of the Louisiana Bank's Audit Committee. His
total shares include 56,553 shares owned by members of Mr. Crowell's
family and family trusts, for which beneficial ownership is disclaimed.
(9) Mr. Hines is a member of the Company's and the Louisiana Bank's
Executive Committees. His total shares include 5,000 shares owned by a
relative of Mr. Hines for which beneficial ownership is disclaimed.
(10) Mr. Howson is a member of the Company's and the Louisiana Bank's
Compensation Committees.
(11) Mr. Kelly is a member of the Company's and the Louisiana Bank's
Executive Committees and the Louisiana Bank's Audit Committee.
(12) Mr. Kock is a member of the Company's and the Louisiana Bank's
Executive and Nominating Committees. He is also a member of the
Louisiana Bank's Trust Committee. His total shares include 8,440 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, 4,308 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 3,578 shares owned by
members of Mr. Kock's family, for which he disclaims beneficial
ownership.
(13) Mr. Marks is a member of the Alabama Bank's Board of Directors and
serves on its Executive and Nominating Committees. He is an ex-officio
member of the Louisiana Bank's Executive and Nominating Committees and
is a member of the Company's Executive Committee and the Louisiana
Bank's Trust Committee. His shares include the following restricted and
optioned shares granted pursuant to the Company's Long-Term Incentive
Program: 41,500 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; 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; and options on 18,000 shares of stock, which may be exercised at
any time through July 25, 2005 at a price of $28.875 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 and
1,354 shares of stock held for the benefit of Mr. Marks in the
Company's 401(k) plan.
(14) Mr. Milling is a member of the Alabama Bank's Board of Directors and
serves on its Executive Committee. He is an ex-officio member of the
Louisiana Bank's Executive and Trust Committees and is a member of the
Company's Executive Committee. His total shares include 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: 17,250 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; 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; and options on 6,000 shares of stock which may be exercised
5
<PAGE>
at any time through July 25, 2005 at a price of $28.875 per share. Also
includes 2,433 shares of stock held for the benefit of Mr. Milling in
the Company's 401(k) plan.
(15) Mr. Phillips is a member of the Company's and the Louisiana Bank's
Compensation Committee.
(16) Mr. Roberts is a member of the Company's and the Louisiana Bank's
Executive Committees. He is also a member of the Louisiana Bank's Audit
Committee. His total shares include shared investment and voting power
with respect to 95,550 shares owned by a company having an investment
committee of which Mr. Roberts is a member.
(17) 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.
(18) Mr. Watters is a member of the Company's and the Louisiana Bank's
Executive and Nominating Committees and is a member of the Louisiana
Bank's Trust Committee.
(19) Includes the following restricted and optioned shares granted pursuant
to the Company's Long-Term Incentive Program: 11,500 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 stock which may be exercised at any
time through June 22, 2003 at a price of $19.42 per share; 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; and options on 6,000 shares of
stock which may be exercised at any time through July 25, 2005 at a
price of $28.875 per share.
(20) Includes the following restricted and optioned shares granted pursuant
to the Company's Long-Term Incentive Program: 11,500 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; 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; and options on 6,000 shares of
stock which may be exercised at any time through July 25, 2005 at a
price of $28.75 per share. Mr. Lawder's total also includes 824 shares
held for the benefit of Mr. Lawder in the Company's 401(k) plan.
(21) Includes the following restricted and optioned shares granted pursuant
to the Company's Long-Term Incentive program: 12,100 shares of
restricted stock and options on 6,000 shares of stock, which may be
exercised at any time through July 25, 2005 at a price of $28.875 per
share. Also includes 1,350 owned by Mr. Hope's minor children for which
beneficial ownership is disclaimed.
(22) The Louisiana Bank serves as trustee of the Louisiana Bank's Savings
Plus Trust, which holds 283,479 shares (1.90%). An executive officer of
the Company serves with other Louisiana Bank employees on a committee
which makes voting decisions with respect to these shares. The
Louisiana Bank also serves as trustee of the Louisiana Bank's
Retirement Trust, which holds 239,555 shares (1.61%). An executive
officer of the Company serves with other Bank employees on a committee
which makes 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.
</FN>
</TABLE>
PROPOSAL TO AMEND DIRECTORS' COMPENSATION PLAN
GENERAL
On April 27, 1994, the shareholders of the Company approved the
Directors' Compensation Plan (the "Plan"). The purpose of the Plan is to ensure
that each director who is not a common-law employee of the Company or its
affiliates (a "Director") acquires and maintains an appropriate equity interest
in the Company through ownership of the Company's no-par value common stock
("Common Stock"). As of December 31, 1995, fourteen Directors were covered under
the Plan.
6
<PAGE>
As presently stated, the Plan, among other grants and awards, provides
for the transfer of 150 shares of Common Stock, without payment, on the last day
of the second calendar quarter (the "Stock Transfer Date") to each Director
serving on such date. For further information concerning the Plan, see
"Information Concerning Management - Compensation of Directors".
DESCRIPTION OF AMENDMENT
On July 25, 1995, the Compensation Committee of the Board of Directors
of the Company, in order to bring the compensation of the Directors more closely
in line with that paid to directors of other financial institutions of similar
size and to further enhance the Common Stock ownership of the Directors,
recommended the adoption of an amendment to the Plan (the "Amendment") to
increase the number of shares of Common Stock transferred annually to each
Director from 150 to 300, such increase to be effective as of June 30, 1996. On
July 26, 1995, the Board of Directors of the Company unanimously adopted the
Compensation Committee's recommendation and on February 28, 1996, the Amendment
was adopted by the Board of Directors.
The approximate value of the increase in the award of Common Stock to
be received by each Director in 1996 pursuant to the Plan, as proposed to be
amended, is $4,700. Values are based on the mean of the closing bid and asked
prices of the Company's Common Stock on March 5, 1996, as quoted on NASDAQ.
FEDERAL INCOME TAX CONSEQUENCES
A Director who receives an award under the Plan consisting of shares of
Common Stock will recognize ordinary income when the restrictions on the sale of
such shares under Section 16(b) of the Securities Exchange Act of 1934, as
amended, from time to time (the "Act") expire, and the Company will be entitled
to a deduction equal to the amount the Director is required to treat as ordinary
income.
This summary of federal income tax consequences of stock awards does
not purport to be complete. Reference should be made to the applicable
provisions of the Internal Revenue Code of 1986, as amended. There also may be
state and local income tax consequences applicable to the grant and sale of
stock acquired under the Plan.
PARTICIPATION IN THE DIRECTOR PLAN
Participation in the Plan is automatic for all Directors of the Company
meeting the eligibility requirements for grants. As of December 31, 1995, 3,900
shares of the Common Stock have been awarded to the Directors pursuant to the
Plan.
AMENDMENT OF THE PLAN
The Board of Directors may amend or discontinue the Plan at any time.
However, no such amendment (except for amendments adopted for the purpose of
causing the Plan to comply with the requirements of Rule 16b-3 under the Act) or
discontinuance may change or impair, without the consent of each Director, the
value of such Director's account maintained under the Plan in connection with
the prior award of Common Stock. Further, no such amendment (except for
amendments adopted for the purpose of causing the Plan to comply with the
requirements of Rule 16b-3 under the Act) or discontinuance may, without the
consent of the shareholders of the Company, (a) increase the maximum number of
shares of Common Stock which may be issued to all Directors under the Plan, (b)
change or expand the types of benefits related to Common Stock that may be
granted or otherwise made available under the Plan, (c) change the class of
persons eligible to receive benefits under the Plan, or (d) materially increase
the benefits accruing to Directors under the Plan.
A copy of the Amendment is attached as Exhibit A to this proxy
statement.
7
<PAGE>
VOTE REQUIRED AND RECOMMENDATION OF BOARD OF DIRECTORS
The effectiveness of the Amendment is conditioned upon shareholder
approval. The Amendment must be approved by the affirmative vote of a majority
of the voting power present or represented at the meeting. Abstentions will be
included but broker nonvotes will be excluded in calculating the voting power
present or represented at the meeting for purposes of approving the Amendment.
The Board of Directors believes that approval of the Amendment is in
the best interests of the Company and its shareholders because it brings the
compensation that the Company pays to its Directors in line with that paid to
directors of other financial institutions of similar size, while at the same
time increasing the Common Stock ownership of the Directors. The Board of
Directors recommends a vote FOR approval of the Amendment.
INFORMATION CONCERNING MANAGEMENT
BOARD COMMITTEES. The Company has no standing audit committee or other
committee performing similar functions. The Company has a Nominating Committee
composed of Messrs. Cain, Kock, and Watters. The Nominating Committee, whose
functions and operating procedures have not yet been fully delineated, held no
meetings during the year. The Company has a Compensation Committee consisting of
Messrs. Crosby, Howson, and Phillips, as discussed below.
The Louisiana and Alabama Banks have Audit Committees that function
primarily to evaluate the scope and results of internal and external auditors.
The Louisiana Bank's Audit 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 1995. The Alabama Bank
Audit Committee, which is composed of Messrs. Beard, Bullard, Cooper, and Weber,
did not meet in 1995.
During 1995, the Board of Directors of the Company 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 Board of Directors and the
committees of the Company on which they served.
COMPENSATION OF DIRECTORS. Although the Company did not compensate
directors for attendance at its meetings during 1995, the Louisiana 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 July, 1995, the Compensation Committee and the Board voted to
increase these fees effective August 1, 1995 to $12,000 annually and $750 for
each day in which meetings were attended. The Alabama Bank directors receive
annual fees of $1,500 and $500 for attendance at each Board meeting and $300 per
meeting for attendance at meetings of the Executive Committee, Trust Committee,
Audit Committee, or Nominating Committee.
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, as
presently stated, provides for (a) the annual award of 150 shares of common
stock, (b) the annual grant of 1,000 non-qualified 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. A proposal to amend the plan is
being submitted to the shareholders of the Company in this proxy statement. For
more information concerning the proposed amendment, see "Proposal to Amend
Directors' Compensation Plan."
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
8
<PAGE>
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 the Company 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 five times
during 1995.
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 Company
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 William L. Marks, Chairman and
Chief Executive Officer of the Company and the Louisiana Bank, at $575,000
effective July 1, 1995, an annualized increase of $25,000 or 4.5%.
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." The criteria used to
measure company performance in 1995 were return on average assets (ROA) and
return on average equity (ROE). These two performance criteria are among the
most frequently used measures of financial performance in the banking industry.
Each measurement criterion is weighted equally to arrive at an overall composite
performance rating. Actual company performance is ranked in comparison to the
performance of a defined peer group of thirteen high performing banks in the
South Central United States and this ranking is compared to established Company
performance objectives. The Chief Executive Officer's performance is measured on
the fulfillment of these corporate performance objectives. Other executive
officers, as well as other officers participating in the Executive Compensation
Plan, are measured on a combination of these corporate performance objectives
and individual performance objectives related to that executive's area of
responsibility. All individual objectives support achieving the overall
corporate goals.
Incentive compensation awards in 1995 were predicated upon the Company
reaching a minimum threshold of performance. The minimum performance threshold
was exceeded and actual performance, as provided for by the Plan, was utilized
to calculate the incentive awards payable to participants.
The Committee was responsible for the evaluation of corporate and
individual performance and for making
9
<PAGE>
all awards under the plan, which included a total of $789,586 awarded to Messrs.
Marks, Milling, Grimball, Lawder and Hope as participants during fiscal 1995. Of
this amount, $337,519 was awarded to Mr. Marks, which represented an amount
equal to 60% 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 1995, 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 bank holding companies 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 Louisiana and Alabama Banks
have entered into separate agreements with Messrs. Marks, Milling, Grimball,
Lawder and Hope providing for compensation and severance benefits upon the
termination of employment under certain circumstances following a change in
control of the Company or the Banks.
Generally, under the agreements, a change in control of the Company or
the Banks 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 Banks, (iii)
the Company or the Banks enter into a merger or consolidation, or sell all or
substantially all of their stock or assets, without the surviving or acquiring
corporation agreeing to assume the obligations of the Company or the Banks under
the agreements, or (iv) there is a change in the majority of the members of the
Company's or the Banks' Boards of Directors.
Under each agreement, if the Company or a 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 Banks, 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 Banks' 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
10
<PAGE>
Board of Directors any changes to such plans that it deems appropriate and/or
the adoption of any new qualified or non-qualified plans. (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 cash bonus
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 E. Howson, Chairman
Robert H. Crosby, Jr.
John G. Phillips
11
<PAGE>
<TABLE>
<CAPTION>
I. SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM 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................... 1995 $562,532 $337,519 10,000 (2) $287,500 18,000 $4,792 (6)
Chairman & Chief Executive 1994 525,000 393,750 9,000 (3) 252,000 15,000 4,613
Officer of the Company and
the Louisiana Bank 1993 500,000 366,500 9,000 (4) 174,750 15,000 3,575
R. King Milling.................... 1995 $375,014 $168,756 3,000 (2) $86,625 6,000 $6,051 (7)
President of the Company 1994 375,000 210,938 3,000 (3) 84,000 6,000 4,613
and the Louisiana Bank 1993 375,000 210,450 4,500 (4) 87,375 9,000 3,575
Kenneth A. Lawder, Jr.............. 1995 $236,074 $106,211 2,000 (2) $57,750 6,000 $4,917 (8)
Executive Vice President of the 1994 221,010 124,318 2,000 (3) 56,000 6,000 4,613
Company and the Louisiana
Bank 1993 212,000 118,974 3,000 (4) 58,250 9,000 3,450
Edward B. Grimball................. 1995 $201,004 $90,452 2,000 (2) $57,750 6,000 $4,833 (9)
Executive Vice President and 1994 185,000 84,813 2,000 (3) 56,000 6,000 4,422
Chief Financial Officer of the
Company and the Louisiana
Bank; Chief Financial Officer
and Investment Officer of the
Alabama Bank 1993 175,000 93,835 3,000 (4) 58,250 9,000 2,245
John C. Hope, III.................... 1995 $192,552 $86,648 2,000 (2) $57,750 6,000 $68,045 (10)
Executive Vice President of the 1994 (1) 33,765 - 10,100 (5) 244,925 - 96
Company and Chairman & Chief
Executive Officer of the Alabama
Bank 1993 - - - - - -
- -----------------------
<FN>
(1) Mr. Hope was employed by the Company effective October 28, 1994.
(2) Restricted stock vests July 25, 2000 upon completion of certain
employment requirements. The grant was awarded July 25, 1995 and is
valued at $28.875 per share, the market price on the award date.
(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 October 28, 1994 and is
valued at $24.25 per share, the market price on the award date.
(6) This represents $2,016 in imputed income for group term life insurance
and $2,776 in matching contributions under the Savings Plus 401(k)
Plan.
12
<PAGE>
(7) This represents $3,150 in imputed income for group term life insurance
and $2,901 in matching contributions under the Savings Plus 401(k)
Plan.
(8) This represents $2,016 in imputed income for group term life insurance
and $2,901 in matching contributions under the Savings Plus 401(k)
Plan.
(9) This represents $1,982 in imputed income for group term life insurance
and $2,901 in matching contributions under the Savings Plus 401(k)
Plan.
(10) This represents $1,155 in imputed income for group term life insurance,
$1,890 in matching contributions under the Savings Plus 401(k) Plan and
$65,000 in relocation and recruitment incentives.
(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 Plan.
(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 stock shares shown in the table represent 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 granted in 1993, 1994 and 1995 for each named
executive officer calculated using the market price of the Company's
common stock as of December 31, 1995 were as follows: Mr. Marks,
$868,000; Mr. Milling, $325,500; Mr. Lawder, $217,000; Mr. Grimball,
$217,000; Mr. Hope, $375,100. Dividends are paid in full on such
restricted shares.
13
</FN>
</TABLE>
<PAGE>
II. OPTION GRANTS TABLE
OPTION GRANTS IN 1995
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
----------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED EXERCISE OR
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION
NAME GRANTED IN 1995 (PER SHARE) DATE 5% 10%
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William L. Marks...................... 18,000 21.75% $28.875 7/25/2005 $326,900 $828,300
R. King Milling....................... 6,000 7.25% $28.875 7/25/2005 109,000 276,100
Edward B. Grimball.................... 6,000 7.25% $28.875 7/25/2005 109,000 276,100
Kenneth A. Lawder, Jr................. 6,000 7.25% $28.875 7/25/2005 109,000 276,100
John C. Hope, III..................... 6,000 7.25% $28.875 7/25/2005 109,000 276,100
Named executive officers'
assumed value gained as a
% of all shareholders' gains
Officers....................... $762,900 $1,932,700
Shareholders................... $270,174,900 $684,676,200
% of gain pertaining to
officers' options............ 0.28% 0.28%
</TABLE>
14
<PAGE>
III. OPTION EXERCISES AND YEAR-END VALUE TABLE(1)
AGGREGATED OPTION EXERCISES IN 1995, AND YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 1995 DECEMBER 31, 1995
SHARES ACQUIRED VALUE -------------------- ---------------------
NAME ON EXERCISE REALIZED ALL EXERCISABLE ALL EXERCISABLE
- ------------------------------ ------------------ --------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
William L. Marks - - 81,750 $692,000
R. King Milling - - 21,000 135,000
Edward B. Grimball - - 34,400 373,200
Kenneth A. Lawder, Jr. - - 32,850 345,700
John C. Hope, III - - 6,000 80,900
- ------------------------------
<FN>
(1) All figures in this table give effect to the three-for-two stock splits
effective February 22, 1993 and November 29, 1993.
</FN>
</TABLE>
15
<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 50 large banking companies throughout
the United States.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
[GRAPH]
<TABLE>
<CAPTION>
Total Return for the Year
1991 1992 1993 1994 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Whitney Holding
Corporation Common Stock......... 93.53 157.27 228.04 223.86 335.58
KBW 50 Total Return Index. ........ 158.28 201.68 212.86 202.00 323.53
NASDAQ Total Return Index
(U.S. Companies)................ 160.47 186.74 213.07 208.34 296.20
</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 Louisiana Bank, in 1964, established a
noncontributory, defined benefit retirement plan. The plan, as amended (the
"Retirement Plan"), generally covers full-time employees of the Louisiana Bank
16
<PAGE>
and the Alabama 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 (age 65) 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 the salaries and bonuses
of executive officers set forth in the Summary Compensation Table, but excludes
the value of grants and awards under the Long-Term Incentive Plan and
contributions by the Company or the Louisiana or Alabama Bank to employee
benefit plans) is calculated by averaging the highest successive five years of
compensation during the ten calendar years preceding termination or retirement
date. Beginning in 1994, compensation in excess of $150,000 is disregarded. With
certain exceptions, years of service includes all periods of continuous service
with the Louisiana and Alabama Banks. Benefits under the Retirement Plan are
fully vested upon the completion of a stated period of service. The Retirement
Plan was most recently amended and restated in 1995. The maximum annual benefit
payable under the Retirement Plan for employees who retire in 1995 is the lesser
of $120,000 (a limitation imposed by the Internal Revenue Code) or 100% of
"average compensation" (defined as the highest aggregate earnings averaged over
three consecutive years).
In 1995, the Company adopted a non-qualified defined benefit retirement
plan, known as the Retirement Restoration Plan (the "Restoration Plan"),
effective as of January 1, 1995. The Restoration Plan provides to designated
executive officers benefits which are computed under the Retirement Plan's
formula but, without the restrictions imposed by certain specified provisions of
the Internal Revenue Code. Benefits under the Restoration Plan are reduced by
amounts actually payable from the qualified Retirement Plan. The Louisiana Bank
previously maintained an Excess Benefit Retirement Plan which was terminated
effective January 1, 1993, with accrued benefits preserved for participants, of
whom Mr. Milling was the only participating executive officer. However, in order
to participate in the Restoration Plan, Mr. Milling was required to relinquish
his benefits under the Excess Benefit Retirement Plan.
17
<PAGE>
The following table shows the estimated annual benefit 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,
including an estimate of the amount payable to any person designated as a
participant in the Retirement Restoration Plan. The table does not indicate
required deductions for Social Security benefits.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
HIGHEST SUCCESSIVE CREDITED YEARS OF SERVICE
FIVE-YEAR AVERAGE ---------------------------------------------------------------------
REMUNERATION 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
300,000..................... 82,350 109,800 137,250 164,700 192,150
400,000..................... 109,800 146,400 183,000 219,600 256,200
500,000..................... 137,250 183,000 228,750 274,500 320,250
600,000..................... 164,700 219,600 274,500 329,400 384,300
700,000..................... 192,150 256,200 320,250 384,300 448,350
800,000..................... 219,600 292,800 366,000 439,200 512,400
</TABLE>
Messrs. Marks, Milling, Grimball, Lawder, and Hope had, respectively, 5, 11, 5,
4, and 1 years of service as of December 31, 1995.
Savings Plus Plan. In 1952, the Louisiana 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 Louisiana Bank to the Thrift Incentive Plan was in
1988.
The Thrift Incentive Plan was amended and restated, most recently in
1995, 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 Louisiana and Alabama Banks 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 Louisiana and Alabama Banks
match 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 1995, the Louisiana Bank
contributed $2,776 on behalf of Mr. Marks; $2,901 each on behalf of Messrs.
Milling, Grimball, and Lawder; and the Alabama Bank contributed $1,890 on behalf
of Mr. Hope.
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 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 1995 for Messrs. Marks,
Milling, Grimball, Lawder, and Hope were $0, $0, $10,000,
18
<PAGE>
$0 and $43,324, respectively.
CERTAIN TRANSACTIONS
The Louisiana and Alabama Banks have made, and expect to make in the
future, loans in the ordinary course of business to directors and officers of
the Company and the Louisiana and Alabama Banks, 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 $529,921.20 during 1995 for insurance premiums and
administrative services rendered to the Company and the Louisiana and Alabama
Banks.
COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
Because the Company 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 1995, except that
Robert E. Howson, a director of the Company and the Louisiana Bank, filed one
late report.
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 1996. 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 1997 Annual Meeting of Shareholders,
such proposals must be received at the Company's principal executive office no
later than November 1, 1996.
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.
/s/ William L. Marks
William L. Marks,
Chairman
19
<PAGE>
EXHIBIT A
AMENDMENT NO. 1
WHITNEY HOLDING CORPORATION
DIRECTORS' COMPENSATION PLAN
Effective as of June 30, 1996, the Plan shall be amended as follows:
I.
Section 4.2 of the Plan shall be restated in its entirety to
read as follows:
"The number of shares of Common Stock transferred by the
Corporation to each Director for receipt or deferral hereunder
as of each Stock Transfer Date shall be 300, which amount
shall be subject to adjustment, from time to time, as provided
in Paragraph 3.2 hereof."
II.
Notwithstanding the foregoing provisions of this Amendment No.
1, the transfer of additional Common Stock hereunder shall be expressly
conditioned upon the approval of this amendment by the shareholders of the
Corporation.
A-1
<PAGE>
[WHITNEY HOLDING CORPORATION LOGO]
March 15, 1996
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 24, 1996, at 10:30
a.m., for the purposes of considering and voting upon:
1. Election of two directors to serve until the 2001 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 1996.
3. Proposal to amend the Whitney Holding Corporation
Directors' Compensation Plan.
4. Such other business as may properly come before the meeting
or any adjournments thereof.
The close of business on February 28, 1996, 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.
/s/ Joseph S. Schwertz, Jr.
JOSEPH S. SCHWERTZ, JR.
Secretary
228 St. Charles Avenue, New Orleans, Louisiana 70130
(DETACH PROXY FORM HERE)
- --------------------------------------------------------------------------------
P 2. Ratification of the selection of Arthur Andersen LLP as independent P
public accountants for 1996.
FOR AGAINST ABSTAIN
---- ---- ----
R 3. Proposal to amend the Whitney Holding Corporation Directors' R
Compensation Plan.
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, 2, and 3.
O O
Date , 1996.
---------------------------
-------------------------------------
SIGNATURE OF SHAREHOLDER
X X
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
Y authorized person. Y
<PAGE>
WHITNEY HOLDING CORPORATION SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Lloyd J. Abadie, Richard C. Hart and
John A. Rehage, 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 24, 1996 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 ALL OF THE FOLLOWING PROPOSALS: P
1. Election of two directors to serve until the 2001 Annual Meeting,
R or until their successors are elected and qualified R
FOR all nominees listed below WITHHOLD authority to vote
O ---- (except as indicated to the ---- for all nominees listed O
contrary below) below
Term expiring 2001: Messrs. William A. Hines, William P. Snyder III
X (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, X
WRITE THAT NOMINEE'S NAME ON THE LINE BELOW.)
- --------------------------------------------------------------------------------
Y (CONTINUED AND TO BE SIGNED ON OTHER SIDE.) Y
