SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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
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WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana 0-0126 72-6017893
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
228 St. Charles Avenue, New Orleans, Louisiana 70130
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 586-7117
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Not Applicable
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(Former name or former address, if
changed since last report)
/103536 Page 1 of 5 Pages
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Item 2: Acquisition or Disposition of Assets
On March 8, 1996, Whitney Holding Corporation ("Whitney" or the
"Registrant") completed its acquisition by merger of First Citizens BancStock,
Inc. ("Citizens") pursuant to an Amended and Restated Agreement and Plan of
Merger dated December 15, 1995 (the "Plan of Merger") among Whitney, Whitney
National Bank ("Whitney Bank"), Whitney Acquisition Corporation ("Acquisition"),
Citizens and The First National Bank in St. Mary Parish ("FNB").
Under the terms of the Plan of Merger, (i) Acquisition was merged with
and into Citizens (the "Company Merger"), with the result that Citizens became
the wholly-owned subsidiary of Whitney, (ii) immediately thereafter, Citizens
was merged with and into Whitney and (iii) FNB was then merged with and into
Whitney Bank. Upon effectiveness of the Company Merger, the outstanding shares
of Citizens common stock, $1.00 par value ("Citizens Common Stock"), were
converted into the right to receive an aggregate of 2,031,738 shares of Whitney
common stock, no par value ("Whitney Common Stock"), with cash being paid by
Whitney in lieu of the issuance of any fractional shares. The number of shares
of Whitney Common Stock into which the outstanding shares of Citizens Common
Stock were converted was based upon a formula calculated by reference to the
average market price of Whitney Common Stock on the 20 trading days preceding
the fifth trading day immediately prior to the effective date of the Company
Merger.
In connection with the Plan of Merger, Whitney has also assumed
Citizens' obligations under options granted pursuant to Citizens' stock option
plans, with each such option becoming an option to acquire shares of Whitney
Common Stock. Whitney has reserved up to 192,552 shares of Whitney Common Stock
for issuance upon exercise of these options.
Whitney intends to continue providing banking services at the
facilities formerly controlled by Citizens.
Item 7: Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
It is impracticable at this time for the Registrant to provide
the financial statements of the business acquired required by this Item. The
Registrant intends to file an amendment to this Report to include the omitted
financial statements on or before May 21, 1996.
(b) Pro Forma Financial Information
It is impracticable at this time for the Registrant to provide
the pro forma financial information required by this Item. The Registrant
intends to file an amendment to this Report to include the omitted information
on or before May 21, 1996.
/103536 Page 2 of 5 Pages
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(c) Exhibits. The following exhibits are filed as part of this report:
Exhibit No. Description
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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).
Page 3 of 5 Pages
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Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
WHITNEY HOLDING CORPORATION
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(Registrant)
By: /s/ Edward B. Grimball
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Edward B. Grimball
Chief Financial Officer and
Executive Vice President
Date: March 25, 1996
Page 4 of 5 Pages
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Exhibit Index
Sequentially
Numbered
Exhibit No. Description Page
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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).
Page 5 of 5 Pages
