Rule 424(b)(3)
No. 333-07871
[Letterhead of American Bank & Trust]
October 8, 1996
Dear Shareholder:
A Special Meeting of Shareholders of our Bank was originally convened
on September 17, 1996 to consider and vote upon the proposed merger of the Bank
into Whitney National Bank of Florida, all as described in the enclosed Proxy
Statement-Prospectus dated August 12, 1996, which is being supplemented by these
materials.
We had a great turnout at the Meeting -- over 87% of the Bank's
outstanding shares were present in person or by proxy, almost all of which were
voting in favor of the Merger. Unfortunately, the notice of the Meeting was not
sent by certified or registered mail or published in the newspaper as required
by federal banking law. On the advice of counsel we must reconvene the Meeting
with proper notice.
As a result, and in order to assure that all of our shareholders have
the opportunity to express their opinions at the Meeting and to vote their
shares, your Board of Directors and the Chairman of the Meeting have chosen to
reconvene the Meeting at 8:30 a.m. on Friday, October 25, 1996, at the Bank's
main office, 101 West Garden Street, Pensacola, Florida 32501, at which time and
place the final vote ratifying the proposed Merger Agreement will be tabulated
and completed.
Enclosed is a formal Notice of the reconvened Meeting. Also enclosed
for your information are the Bank's second quarter financial statements.
Shareholders of record at the close of business on October 3, 1996 are entitled
to notice of and to vote at the reconvened Meeting.
You are welcome to attend the Meeting on October 25, but if you are
unable to attend in person, we ask that you sign and date the enclosed proxy and
return it promptly in the accompanying envelope. Of course, if you attend the
meeting, you may nevertheless vote in person, even though you have returned the
enclosed proxy.
We look forward to completing the Meeting and moving forward with the
Whitney merger. Thank you for your patience and cooperation.
Sincerely,
Frank E. Westmark Lamar B. Cobb
Chairman of the Board President and Chief Executive Officer
This Supplement is dated October 8, 1996.
<PAGE>
AMERICAN BANK AND TRUST
101 West Garden Street
Pensacola, Florida 32501
NOTICE OF RECONVENED SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, OCTOBER 25, 1996
To the Holders of Common Stock of American Bank and Trust:
NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders of
American Bank and Trust (the "Bank") originally scheduled for September 17, 1996
has been adjourned and reconvened and will be held and completed at the Bank's
main office, 101 West Garden Street, Pensacola, Florida 32501, on Friday,
October 25, 1996 at 8:30 a.m., local time (the "Meeting"), for the following
purposes:
1. To ratify the Agreement and Plan of Merger dated April 18,
1996, as amended, and a related merger agreement
(collectively, the "Plan of Merger") pursuant to which, among
other things: (a) the Bank would merge into Whitney National
Bank of Florida, a newly formed, wholly-owned bank subsidiary
of Whitney Holding Corporation ("Whitney"), and (b) each
outstanding share of common stock of the Bank would be
converted into shares of Whitney common stock as determined in
accordance with the terms of the Plan of Merger, all as more
fully described in the Proxy Statement-Prospectus for the
Meeting previously delivered to shareholders of record.
2. To transact such other business as may properly come before
the Meeting or any adjournments or postponements thereof.
Only shareholders of record at the close of business on October 3, 1996
are entitled to notice of and to vote at the Meeting or any adjournment thereof.
Dissenting shareholders who comply with the procedural requirements of 12 U.S.C.
ss.215a will be entitled to receive payment of the cash value of their shares
based upon the appraisal prescribed by 12 U.S.C. ss.215a.
Shareholders are cordially invited to attend the Meeting in person.
Whether or not you plan to attend the Meeting, you are urged to complete, date
and sign the enclosed proxy and to return it promptly.
By order of the Board of Directors
of American Bank and Trust
Frank E. Westmark
Chairman of the Board
Pensacola, Florida
October 8, 1996
- --------------------------------------------------------------------------------
I M P O R T A N T
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF THE
NUMBER THAT YOU HOLD. PLEASE PROMPTLY COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING POST-PAID ENVELOPE, WHETHER OR NOT YOU INTEND TO BE PRESENT
AT THE MEETING. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED BY
GIVING WRITTEN NOTICE OF REVOCATION TO THE SECRETARY OF THE BANK OR BY EXECUTION
OF A PROXY OF A LATER DATE FILED WITH THE SECRETARY OF THE BANK AT OR BEFORE THE
MEETING. IN ADDITION, IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY BY
VOTING IN PERSON.
- --------------------------------------------------------------------------------
<PAGE>
AMERICAN BANK AND TRUST
PENSACOLA, FLORIDA
FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 1996 AND 1995
CONTENTS
PAGE
Statements of Financial Condition 1
Statements of Income 2
Statements of Changes in Stockholders' Equity 3
Statements of Cash Flows 4
Notes to Financial Statements 5
<PAGE>
AMERICAN BANK AND TRUST
STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
JUNE 30, 1996 AND 1995
ASSETS
<TABLE>
<C> <C> <C>
1996 1995
---------------- ----------------
Cash and due from banks $ 2,703,084 $ 3,623,735
Federal funds sold 1,000,000 1,850,000
Securities available for sale 24,732,865 30,824,413
Loans receivable, net of allowance for loan losses
of $ 338,115 in 1996 and $ 358,406 in 1995 26,761,210 24,708,321
Accrued interest receivable 647,790 626,303
Foreclosed real estate 100,920 100,920
Property and equipment 1,735,501 1,766,888
Other assets 24,174 73,164
Deferred income taxes 139,131 112,280
---------------- ----------------
Total Assets $ 57,844,675 $ 63,686,024
================ ================
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<C> <C> <C>
Demand deposits $ 4,638,945 $ 4,871,690
NOW and money market deposits 23,610,548 29,610,174
Savings deposits 3,946,494 4,254,828
Other time deposits 20,628,054 20,505,463
---------------- ----------------
Total deposits 52,824,041 59,242,155
Accrued interest and other liabilities 344,798 320,330
Income taxes payable 231,328 -0-
---------------- ----------------
Total liabilities 53,400,167 59,562,485
---------------- ----------------
Commitments and Contingencies - -
Stockholders' Equity:
Common stock, $ 2.50 par value; 1,000,000 shares
authorized, 469,700 shares issued and outstanding 1,174,250 1,174,250
Surplus 3,425,180 3,425,180
Undivided profits (accumulated deficit) 85,670 (670,655)
Net unrealized appreciation (depreciation) on available-for-sale
securities, net of taxes of $ 139,130 in 1996 and
$ 117,858 in 1995 (240,592) 194,764
---------------- ----------------
Total stockholders' equity 4,444,508 4,123,539
---------------- ----------------
Total Liabilities and Stockholders' Equity $ 57,844,675 $ 63,686,024
================ ================
</TABLE>
See accompanying notes.
-1-
<PAGE>
AMERICAN BANK AND TRUST
STATEMENTS OF INCOME
(UNAUDITED)
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1996 AND 1995
<TABLE>
<C> <C> <C>
1996 1995
---------------- ----------------
Interest Income:
Loans receivable and fees on loans $ 1,270,671 $ 1,185,546
Investment securities 981,513 534,653
Federal funds sold 46,075 149,691
---------------- ----------------
Total interest income 2,298,259 1,869,890
Interest Expense on Deposits 1,228,477 1,096,986
---------------- ----------------
Net interest income 1,069,782 772,904
Provision for Loan Losses -0- 20,000
---------------- ----------------
Net interest income after provision for loan losses 1,069,782 752,904
---------------- ----------------
Noninterest Income:
Service charges 125,872 143,024
Other 10,888 11,233
---------------- ----------------
Total noninterest income 136,760 154,257
---------------- ----------------
Noninterest Expenses:
Salaries and employee benefits 299,983 267,473
Occupancy expense 61,322 59,809
Other 203,755 225,919
---------------- ----------------
Total noninterest expenses 565,060 553,201
---------------- ----------------
Income Before Income Taxes 641,482 353,960
Income Taxes 231,328 103,984
---------------- ----------------
Net Income $ 410,154 $ 249,976
================ ================
Net Income Per Share of Common Stock $ .87 $ .53
================ ================
</TABLE>
See accompanying notes.
-2-
<PAGE>
AMERICAN BANK AND TRUST
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1996 AND 1995
<TABLE>
<C> <C> <C> <C> <C> <C>
Net
Unrealized
Appreciation
Undivided (Depreciation)
Profits on Available- Total
Common (Accumulated For-Sale Stockholders'
Stock Surplus Deficit) Securities Equity
----------- ---------- ------------ --------------- -------------
Balance, January 1, 1995 $ 1,174,250 $ 3,425,180 $ (920,631) $ (97,020) $ 3,581,779
Net income 249,976 249,976
Change in unrealized appreciation
(depreciation) on available-for-sale
securities, net of taxes of $ 176,568 291,784 291,784
----------- ---------- ------------ ---------------- -------------
Balance June 30, 1995 $ 1,174,250 $ 3,425,180 $ (670,655) $ 194,764 $ 4,123,539
=========== ========== =========== ================ =============
Balance, January 1, 1996 $ 1,174,250 $ 3,425,180 $ (324,484) $ 391,427 $ 4,666,373
Net income 410,154 410,154
Change in unrealized appreciation
(depreciation) on available-for-sale
securities, net of taxes of $ 373,987 (632,019) (632,019)
----------- ---------- ------------ ---------------- -------------
Balance, June 30, 1996 $ 1,174,250 $ 3,425,180 $ 85,670 $ (240,592) $ 4,444,508
=========== ========== =========== ================ =============
</TABLE>
See accompanying notes.
-3-
<PAGE>
AMERICAN BANK AND TRUST
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1996 AND 1995
<TABLE>
<C> <C> <C>
1996 1995
---------------- ------------------
Cash Flows From Operating Activities:
Net income $ 410,154 $ 249,976
Adjustments to reconcile net income to net
cash provided by operating activities -
Depreciation 43,412 39,785
Provision for loan losses -0- 20,000
Deferred income taxes -0- 99,471
Gain on sale of available-for-sale securities (3,897) -0-
Net accretion/amortization on securities 25,167 (4,358)
Change in operating assets and liabilities -
Decrease (increase) in accrued interest receivable and
other assets 47,915 (383,253)
(Decrease) increase in accrued interest and other liabilities (19,903) 93,121
Increase in income taxes payable 201,429 -0-
---------------- ----------------
Net cash provided by operating activities 704,277 114,742
---------------- ----------------
Cash Flows From Investing Activities:
Proceeds from sales and maturities of available-for-sale securities 4,694,630 -0-
Principal reductions received on held-to-maturity securities -0- 208,245
Principal reductions received on available-for-sale securities 2,294,805 444,743
Purchases of held-to-maturity securities -0- (808,102)
Purchases of available-for-sale securities (2,944,566) (23,336,292)
Net increase in loans (1,108,679) (1,082,793)
Purchases of property and equipment (19,426) (11,125)
---------------- ----------------
Net cash provided by (used in) investing activities 2,916,764 (24,585,324)
---------------- ----------------
Cash Flows From Financing Activities:
Net (decrease) increase in demand, NOW, money market
and savings deposits (10,550,751) 18,695,026
Net increase in other time deposits 1,527,515 7,135,623
---------------- ----------------
Net (used in) provided by financing activities (9,023,236) 25,830,649
---------------- ----------------
Net (Decrease) Increase in Cash and Cash Equivalents (5,402,195) 1,360,067
Cash and Cash Equivalents, January 1 9,105,279 4,113,668
---------------- ----------------
Cash and Cash Equivalents, June 30 $ 3,703,084 $ 5,473,735
================ ================
Supplemental Disclosure of Cash Flow Information:
Interest paid $ 1,224,795 $ 1,003,865
================ ================
Income taxes paid $ 34,385 $ 3,000
================ ================
</TABLE>
See accompanying notes.
-4-
<PAGE>
AMERICAN BANK AND TRUST
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1996 AND 1995
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB and Item
310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the six-month periods ended June 30, 1996 and
1995 are not necessarily indicative of the results that may be expected
for the years ended December 31, 1996 and 1995. For further
information, refer to the financial statements and footnotes thereto
included in the Proxy Statement-Prospectus.
NOTE 2 - NET INCOME PER SHARE OF COMMON STOCK
Net income per share of common stock is computed on the basis of the
number of shares of common stock outstanding. In computing net income
per share of common stock, no consideration was given to the stock
options outstanding as described in Note 3 as the options are
considered anti-dilutive.
NOTE 3 - STOCK OPTIONS
Effective January 31, 1994, eight Directors of the Bank were granted
options to purchase 2,712 shares of stock for each year of service as a
board member, within the period beginning December 31, 1989, and
concluding on December 31, 1992. The option price is $ 6.52 per share
with a total of 75,936 shares offered. All options under the plan
expire ten years from January 31, 1994. No options were exercised as of
June 30, 1995. Subsequent to June 30, 1996, one of the Bank's directors
exercised his Bank options to acquire 10,848 shares of Bank common
stock, leaving a total of 65,088 shares subject to issuance upon
exercise of Bank options that are currently outstanding.
NOTE 4 - CHANGE IN OWNERSHIP
In April 1996, the Bank entered into an agreement and plan of merger,
(the "agreement") with Whitney Holding Corporation ("Whitney"), a
Louisiana corporation. The agreement calls for the acquisition of the
Bank's stock by Whitney through the exchange of each party's common
stock. The acquisition is expected to be finalized in 1996.
-5-
<PAGE>
AMERICAN BANK AND TRUST
101 West Garden Street
Pensacola, Florida 32501
PROXY FOR RECONVENED SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE
BANK'S BOARD OF DIRECTORS
The undersigned shareholder(s) of American Bank and Trust (the "Bank") hereby
revoke(s) any proxy heretofore given and appoint(s) E. Brian Lang and Patrick K.
Donnelly, and any one of them, as proxies, each with the full power of
substitution and hereby authorize(s) them to represent and to vote, as
designated below, all of the shares of common stock of the Bank owned of record
by the undersigned at the close of business on October 3, 1996, at the
reconvened Special Meeting of Shareholders of the Bank called for and to be held
at the Bank's main office, 101 West Garden Street, Pensacola, Florida 32501, on
Friday, October 25, 1996 at 8:30 a.m., local time, and at any adjournment or
postponement thereof, as follows:
1. To ratify the Agreement and Plan of Merger dated April 18, 1996, as
amended, and a related merger agreement (collectively, the "Plan of
Merger") pursuant to which, among other things: (a) the Bank would
merge into Whitney National Bank of Florida, a newly formed,
wholly-owned bank subsidiary of Whitney Holding Corporation
("Whitney"), and (b) each outstanding share of common stock of the Bank
would be converted into shares of Whitney common stock as determined in
accordance with the terms of the Plan of Merger, all as more fully
described in the Proxy Statement - Prospectus previously delivered to
shareholders of record.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, to vote upon such other matters that may properly
be brought before the meeting and any adjournment or postponement
thereof.
The undersigned acknowledges that this reconvened meeting is being held solely
to correct technical deficiencies in the notice given for the Special Meeting of
Shareholders originally convened on September 17, 1996.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE UNDERSIGNED SHAREHOLDER'S
SPECIFICATIONS HEREON. IN THE ABSENCE OF SUCH SPECIFICATION, THE PROXY WILL BE
VOTED IN FAVOR OF THE PLAN OF MERGER.
DATED:____________________, 1996
-------------------------------------
(Signature of Shareholder)
-------------------------------------
(Signature of Joint Shareholder)
When signing as attorney, executor, administrator, tutor, trustee, curator,
guardian or other fiduciary, please give full title and attach a certified copy
of authority.
Please sign, date and return your proxy promptly in the enclosed postage paid
envelope.
<PAGE>
