As filed with the Securities and Exchange Commission on March 8, 1996
Registration No. 33-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana 72-6017893
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification Number)
or organization)
228 St. Charles Avenue
New Orleans, Louisiana 70130
(504) 586-7272
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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WHITNEY HOLDING CORPORATION
ASSUMPTION OF STOCK OPTIONS OF
FIRST CITIZENS BANCSTOCK, INC.
(Full title of the Plan)
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EDWARD B. GRIMBALL Copy to:
Executive-Vice President VIRGINIA BOULET
and Chief Financial Officer Phelps Dunbar
Whitney Holding Corporation Texaco Center
228 St. Charles Avenue 400 Poydras Street
New Orleans, Louisiana 70130 New Orleans, Louisiana 70130-3245
(504) 586-7117
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of each Amount offering aggregate
class of securities to be price per offering Amount of
to be registered registered unit(1) price(1) registration fee
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<S> <C> <C> <C> <C>
Common Stock................................. 192,552 shares $31.56 $6,076,941.12 $2,096
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low sales
prices per share of the Common Stock on March 6, 1996.
</FN>
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934
("Exchange Act") are incorporated in this Registration Statement by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, (including portions of the Company's Proxy Statement for the
1995 annual meeting of shareholders stated therein to be incorporated therein by
reference).
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995.
(3) The description of the Company's Common Stock set forth in its
Current Report on Form 8-K dated January 19, 1996 filed pursuant to Section 13
of the Exchange Act.
All documents subsequently filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act prior to the filing by the Company of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
This item is not applicable because the Common Stock is registered
under Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
No expert named in the Registration Statement as having prepared or
certified any part thereof or counsel for the Company named as having given an
opinion on the validity of the securities registered or other legal matters in
connection with the registration or offering of such securities was employed for
such purpose on a contingent basis, or had or is to receive in connection with
the offering a substantial or direct or indirect interest in the Company or any
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of its subsidiaries, or was connected to the Company or its subsidiaries as a
promoter, underwriter, voting trustee, director, officer or employee.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The corporation laws of Louisiana and the Company's Articles of
Incorporation and Bylaws provide for indemnification of directors and officers
in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, and limitation of liability of a director to the Company
or its shareholders for monetary damages unless the director failed to meet
specified standards of conduct.
The Company has insurance covering expenditures which might arise in
connection with its lawful indemnification of its directors and officers for
certain of their liabilities and expenses. Directors and officers of the Company
also have insurance which insures them against certain other liabilities and
expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
This item is not applicable because no restricted securities are to be
reoffered or resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
5.1 Opinion of Phelps Dunbar as to the legality of the securities
being registered
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Phelps Dunbar (included in Exhibit 5)
24.1 Power of Attorney (included on signature page of this
Registration Statement)
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers of shares are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10 (a)
(3) of the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) If the registration is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.
(5) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Orleans, State of Louisiana, on this 24th day of
January, 1996.
WHITNEY HOLDING CORPORATION
By: /s/ William L. Marks
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William L. Marks
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Edward B Grimball, his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ William L. Marks Chairman of the Board January 24, 1996
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William L. Marks and Chief Executive Officer
/s/ R. King Milling Director and President January 24, 1996
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R. King Milling
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Signature Title Date
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<S> <C> <C>
/s/ Edward B. Grimball Executive Vice President and January 24, 1996
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Edward B. Grimball Chief Financial Officer
(Principal Financial Officer)
/s/ Michael D. Charbonnet January 24, 1996
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Michael D. Charbonnet (Principal Accounting Officer)
/s/ Harry J. Blumenthal, Jr. Director January 24, 1996
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Harry J. Blumenthal, Jr.
/s/ Joel B. Bullard, Jr. Director January 24, 1996
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Joel B. Bullard, Jr.
/s/ James M. Cain Director January 24, 1996
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James M. Cain
----------------------------- Director January 24, 1996
Angus R. Cooper, II
/s/ Robert H. Crosby, Jr. Director January 24, 1996
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Robert H. Crosby, Jr.
/s/ Richard B. Crowell Director January 24, 1996
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Richard B. Crowell
/s/ William A. Hines Director January 24, 1996
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William A. Hines
/s/ Robert E. Howson Director January 24, 1996
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Robert E. Howson
----------------------------- Director January 24, 1996
John J. Kelly
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Signature Title Date
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<S> <C> <C>
/s/ E. James Kock, Jr. Director January 24, 1996
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E. James Kock, Jr.
/s/ John G. Phillips Director January 24, 1996
-------------------------------
John G. Phillips
/s/ John K. Roberts, Jr. Director January 24, 1996
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John K. Roberts, Jr.
/s/ W. P. Snyder III Director January 24, 1996
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W. P. Snyder III
/s/ Warren K. Watters Director Janaury 24, 1996
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Warren K. Watters
</TABLE>
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March 7, 1996
8916-0032
Whitney Holding Corporation
228 St. Charles Avenue
New Orleans, Louisiana 70130
Re: Whitney Holding Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Whitney Holding Corporation (the "Company")
in connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") with respect to the issuance by the Company of up
to 192,552 shares (the "Company Shares") of the Company's common stock, no par
value in connection with the assumption of stock options held by the former
directors and executive officers of First Citizens Bancstock, Inc. In so acting,
we have examined and relied upon the original, or a photostatic or certified
copy, of such records of the Company, certificates of officers of the Company
and of public officials, and such other documents as we have deemed relevant and
necessary as the basis for the opinion set forth below.
In such examination, we have assumed the genuineness of all signatures
appearing on all documents, the legal capacity of all persons signing such
documents, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
conformed or photostatic copies, the accuracy and completeness of all corporate
records made available to us by the Company, and the truth and accuracy of all
facts set forth in all certificates provided to or examined by us.
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are
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of the opinion that the Company Shares have been duly authorized, and, when
issued and sold upon the terms described in the Registration Statement, will be
validly issued, fully paid and non-assessable.
The foregoing opinions are limited to the laws of the State of
Louisiana and the federal laws of the United States of America. We express no
opinion as to matters governed by the laws of any other state. Furthermore, no
opinion is expressed herein as to the effect of any future acts of the parties
or changes in existing law. We undertake no responsibility to advise you of any
changes after the date hereof in the law or the facts presently in effect that
would alter the scope or substance of the opinions herein expressed.
This letter expresses our legal opinion as to the foregoing matters
based on our professional judgment at this time; it is not, however, to be
construed as a guaranty, nor is it a warranty that a court considering such
matters would not rule in a manner contrary to the opinion set forth above.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus under the
caption "Legal Matters." In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the General Rules and Regulations of the Commission
thereunder.
Very truly yours,
PHELPS DUNBAR, L.L.P
VB:mpf
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
Whitney Holding Corporation
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 13, 1995
(except with respect to the matter discussed in the last paragraph of Note 14,
as to which the date is February 17, 1995), included in Whitney Holding
Corporation's Form 10-K for the year ended December 31, 1994, and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
March 7, 1996
