August 13, 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 Report on Form 10-Q for the period
ended June 30, 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>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
----------------------- -------------------------
Commission file number 0-1026
------
WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana 72-6017893
--------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
228 St. Charles Avenue, New Orleans, Louisiana 70130
----------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(504) 586-7272
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
The Company has only one class of common stock, of which 17,065,381 shares were
outstanding on June 30, 1996.
An exhibit index appears on page 18.
Page 1 of 21 Pages
<PAGE>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
Page
----
Part I. Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets..................................3
Consolidated Statements of Operations........................4
Consolidated Statements of Cash Flows........................5
Notes to Financial Statements................................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 8
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K..................................18
Signature.....................................................................20
Page 2 of 21 Pages
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands) June 30, December 31,
ASSETS 1996 1995
-----------------------------
(unaudited)
<S> <C> <C>
Cash and due from financial institutions....................................................... $ 193,115 $ 226,356
Investment in securities:
Securities available for sale (at fair value)............................................. 129,540 190,092
Securities held to maturity (fair value of $1,263,816 in 1996 and $1,268,518 in 1995)..... 1,269,544 1,250,802
Federal funds sold............................................................................. 2,100 21,160
Loans.......................................................................................... 1,690,776 1,586,861
Less reserve for possible loan losses.......................................................... 40,236 39,305
------------ -----------
Loans, net.................................................................................. 1,650,540 1,547,556
Bank premises and equipment, net............................................................... 95,707 81,442
Other real estate owned, net................................................................... 3,902 4,824
Accrued income receivable...................................................................... 30,075 29,380
Other assets................................................................................... 46,473 42,609
------------ -----------
TOTAL ASSETS......................................................................... $ 3,420,996 $ 3,394,221
============ ===========
LIABILITIES
Deposits:
Non-interest-bearing demand deposits...................................................... $ 827,690 $ 888,382
Interest-bearing deposits................................................................. 1,883,388 1,887,407
------------ -----------
Total deposits........................................................................ 2,711,078 2,775,789
Federal funds purchased and securities sold under repurchase agreements........................ 305,982 227,094
Dividends payable.............................................................................. 4,266 3,273
Other liabilities.............................................................................. 23,207 23,193
------------ -----------
TOTAL LIABILITIES.................................................................... $ 3,044,533 $ 3,029,349
------------ -----------
SHAREHOLDERS' EQUITY
Common stock................................................................................... $ 2,800 $ 2,800
Capital surplus................................................................................ 65,280 62,635
Retained earnings.............................................................................. 316,133 306,075
Net unrealized gain (loss) on securities available for sale or transferred to held to maturity,
net of tax effect of $244 in 1996 and ($605) in 1995....................................... (452) 1,137
------------ -----------
Total................................................................................ 383,761 372,647
Treasury stock at cost and unearned restricted stock compensation.............................. 7,298 7,775
------------ -----------
TOTAL SHAREHOLDERS' EQUITY........................................................... $ 376,463 $ 364,872
------------ -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY........................................................... $ 3,420,996 $ 3,394,221
============ ===========
The accompanying notes are an intergral part of these financial statements.
</TABLE>
Page 3 of 21 Pages
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per-share amounts, unaudited) FOR THE 3 MONTHS FOR THE 6 MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1996 1995 1996 1995
----------------------------------------------------
INTEREST INCOME
<S> <C> <C> <C> <C>
Interest and fees on loans................................................. $ 35,416 $ 29,880 $ 70,413 $ 56,849
Interest and dividends on investments-
U.S. Treasury and agency securities.................................. 15,426 16,716 31,109 34,086
Mortgage-backed securities........................................... 3,934 2,720 7,861 5,512
Obligations of states and political subdivisions..................... 1,735 1,714 3,557 3,464
Federal Reserve and corporate securities............................. 68 297 133 742
Interest on federal funds sold............................................. 378 633 825 1,095
----------------------------------------------------
TOTAL.......................................................... $ 56,957 $ 51,960 $113,898 $101,748
----------------------------------------------------
INTEREST EXPENSE
Interest on deposits....................................................... $ 17,256 $ 15,329 $ 34,438 $ 29,160
Interest on federal funds purchased and securities
sold under repurchase agreement...................................... 3,937 2,565 7,881 4,869
----------------------------------------------------
TOTAL.......................................................... $ 21,193 $ 17,894 $ 42,319 $ 34,029
----------------------------------------------------
Net interest income........................................................ $ 35,764 $ 34,066 $ 71,579 $ 67,719
Provision for possible loan losses......................................... - 50 - 150
----------------------------------------------------
Net interest income after provision for possible loan losses............... $ 35,764 $ 34,016 $ 71,579 $ 67,569
----------------------------------------------------
NON-INTEREST INCOME
Gain on sales of securities................................................ $ 7 $ - $ 7 $ -
Other non-interest income.................................................. 9,188 8,430 17,885 17,067
----------------------------------------------------
TOTAL.......................................................... $ 9,195 $ 8,430 $ 17,892 $ 17,067
NON-INTEREST EXPENSE
Salaries and employee benefits............................................. $ 15,657 $ 14,714 $ 32,481 $ 29,758
Occupancy of bank premises, net............................................ 2,317 1,889 4,433 3,780
Other non-interest expenses................................................ 12,334 13,077 26,299 25,306
----------------------------------------------------
TOTAL.......................................................... $ 30,308 $ 29,680 $ 63,213 $ 58,844
----------------------------------------------------
Income before income taxes................................................. $ 14,651 $ 12,766 $ 26,258 $ 25,792
Income tax expense......................................................... 4,618 3,756 8,188 7,850
----------------------------------------------------
Net income................................................................. $ 10,033 $ 9,010 $ 18,070 $ 17,942
====================================================
Earnings per share $ 0.59 $ 0.53 $ 1.06 $ 1.06
====================================================
Weighted average actual number of
shares outstanding...................................................... 17,051,028 16,794,354 16,998,481 16,766,313
====================================================
The accompanying notes are an intergral part of these financial statements.
</TABLE>
Page 4 of 21 Pages
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
For the 6 Months Ended
June 30,
1996 1995
-----------------------------------
Cash flows from operating activities:
<S> <C> <C>
Net income........................................................................ $ 18,070 $ 17,942
Adjustments to reconcile net income to cash provided by (used in)
operating activities:
Depreciation................................................................... 4,578 3,942
Provision for reserves for possible loan losses................................ - 150
Provision for losses on OREO and other problem assets.......................... 65 55
Amortization of intangible assets and unearned restricted stock
compensation................................................................ 1,766 1,741
Amortization of premiums and discounts on investment securities, net........... 4,556 6,919
Net gains on sales of OREO and other property.................................. (1,108) (787)
Net gains on sales of investment securities.................................... (7) -
Deferred tax expense (benefit)................................................. (1,170) (471)
Increase (Decrease) in accrued income taxes.................................... (656) (1,317)
(Increase) Decrease in accrued income receivable and other assets.............. (3,109) 54
Increase (Decrease) in accrued expenses and other liabilities.................. (8) (1,991)
-----------------------------------
Net cash provided by operating activities......................................... $ 22,977 $ 26,237
-----------------------------------
Cash flows from investing activities:
Proceeds from maturities of investment securities held to maturity................ $ 213,471 $ 159,970
Proceeds from maturities of investment securities available for sale.............. 14,019 12,728
Proceeds from sales of investment securities available for sale................... 31,515 -
Purchases of investment securities held to maturity............................... (224,163) (12,571)
Net (increase) decrease in loans.................................................. (102,245) (99,330)
Net (increase) decrease in federal funds sold..................................... 19,060 (33,833)
Proceeds from sales of OREO and other property.................................... 1,896 1,835
Capital expenditures.............................................................. (18,830) (5,395)
Net cash (paid) received in business acquisition.................................. - (3,695)
Other............................................................................. (347) (392)
-----------------------------------
Net cash provided by (used in) investing activities............................... $ (65,624) $ 19,317
-----------------------------------
Cash flows from financing activities:
Net increase (decrease) in non-interest-bearing demand deposits................... $ (60,692) $ 20,916
Net increase (decrease) in interest-bearing deposits other than
certificates of deposit........................................................ (38,742) (138,064)
Net increase (decrease) in certificates of deposit................................ 34,723 51,149
Net increase (decrease) in federal funds purchased and securities sold
under repurchase agreements.................................................... 78,888 (11,452)
Exercise of stock options......................................................... 1,310 32
Sale of common stock under employee savings plan and dividend
reinvestment plan.............................................................. 937 3,087
Dividends paid.................................................................... (7,018) (5,737)
-----------------------------------
Net cash provided by (used in) financing activities............................... $ 9,406 $ (80,069)
-----------------------------------
Net increase (decrease) in cash and cash equivalents................................. $ (33,241) $ (34,515)
Cash and cash equivalents at the beginning of the period............................. 226,356 204,608
-----------------------------------
Cash and cash equivalents at the end of the period................................... $ 193,115 $ 170,093
===================================
Interest income received............................................................. $ 113,196 $ 105,086
===================================
Interest expense paid................................................................ $ 42,009 $ 32,919
===================================
Net federal income taxes paid........................................................ $ 9,340 $ 9,636
===================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
Page 5 of 21 Pages
<PAGE>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Whitney Holding Corporation and its subsidiaries (the
"Company") follow accounting and reporting policies generally accepted within
the banking industry. Pursuant to rules and regulations of the Securities and
Exchange Commission, certain financial information and disclosures have been
condensed or omitted in preparing the consolidated financial statements
presented in this quarterly report on Form 10-Q. The Company recommends that
these financial statements be read in conjunction with the Company's annual
report on Form 10-KA for the year ended December 31, 1995.
CONSOLIDATION
The consolidated financial statements of the Company include the accounts of
Whitney Holding Corporation and its wholly-owned subsidiaries, Whitney National
Bank, Whitney Bank of Alabama and Whitney Community Development Corporation. All
adjustments have been made which, in the opinion of management, are necessary to
fairly state the financial results for the interim periods presented.
RESTATEMENT AND RECLASSIFICATION
Prior period information has been restated to give effect to a merger
completed in March 1996 which has been accounted for as a pooling of interests.
Certain balances in prior periods have been reclassified to conform with this
period's financial presentation.
LONG-LIVED OPERATING ASSETS
Effective for 1996, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 121 which prescribes the accounting for impairment of
long-lived assets used in operations, such as bank premises and equipment,
certain identifiable intangibles, and any goodwill related to these assets. In
general, the statement requires recognition of an impairment loss when the
carrying value of these assets exceeds the undiscounted cash flows estimated to
be derived from the use of the assets. The statement also prescribes the
accounting to be followed when an entity plans to dispose of such long-lived
assets. Adoption of this statement had no material effect on the consolidated
financial statements.
EMPLOYEE BENEFIT PLANS
SFAS No. 123, "Accounting for Stock-based Compensation," became effective
for 1996. Among other provisions, this statement established a fair value based
method of accounting for stock-based compensation, including the award of stock
options. As provided for in SFAS No. 123, the Company has elected not to adopt
the fair value based method for measuring stock-based compensation cost to be
included in its results of operations, but will continue to follow prior
generally accepted accounting principles. Beginning with the consolidated
financial statements for the year ending December 31, 1996, the Company will
make pro forma disclosures of net income and earnings per share determined as if
the fair value method had been applied in measuring stock-based compensation
cost.
Page 6 of 21 Pages
<PAGE>
(2) MERGERS AND ACQUISITIONS
During April 1996, the Company entered into separate agreements and plans of
merger with the American Bank & Trust ("AB&T") of Pensacola, Florida and with
Liberty Holding Company ("LHC"), the parent of Liberty Bank, also of Pensacola,
Florida. AB&T, with assets of $60 million, and Liberty Bank, with assets of $51
million, will be merged into a newly-chartered national bank to be formed by the
Company in Florida. Each of these mergers is intended to qualify as a tax-free
reorganization and to be accounted for as a pooling of interests. Shareholders
of AB&T will receive Whitney Holding Corporation stock with a value of
approximately $10.25 million and LHC shareholders will receive approximately
$14.0 million in Company common stock, with each total subject to certain
adjustments. Shareholders of AB&T and LHC must each approve their respective
transaction. Consummation of each transaction is also subject to approval from
appropriate regulatory agencies, a due diligence review by the Company, and
other customary conditions to closing. The mergers are expected to be completed
during the third quarter of 1996.
On March 8, 1996, Whitney Holding Corporation completed its merger with
First Citizens BancStock ("FCB"), the parent of First National Bank in St. Mary
Parish ("FNB"). FNB, which was merged into Whitney National Bank, had total
assets of approximately $243 million, including $147 million in loans, and total
deposits of $214 million at the closing date. FCB shareholders received 2.03
million shares of Whitney Holding Corporation common stock with a market value
at the time of approximately $63 million. Holders of FCB stock options as of the
closing received options to buy approximately 192,000 shares of Company common
stock at a weighted-averaged exercise price of $11.64. The merger has been
accounted for as a pooling of interests.
On February 17, 1995, Whitney Bank of Alabama, a then newly-formed
state-chartered banking subsidiary of the Company, purchased the assets and
assumed the deposit liabilities of the five Mobile branch offices of The Peoples
Bank, Elba, Alabama. The assets acquired and deposits assumed totalled
approximately $90 million, including $47 million in loans. The purchase price
was approximately $12 million. Operating results from the date of acquisition
are included in the accompanying consolidated statements of operations beginning
in the first quarter of 1995.
In January, 1996, the Company announced negotiations to enter into a
definitive merger agreement with New Iberia Bancorp, parent of The New Iberia
Bank. On July 16, 1996, the Company announced that these merger discussions had
been terminated because of the parties' inability to negotiate mutually
acceptable terms.
(3) EARNINGS PER SHARE
Earnings per share is calculated using the weighted average number of shares
outstanding during each period presented. Potentially dilutive common stock
equivalents consist of stock options which have been granted to certain officers
and directors in current and prior periods. Incorporating these common stock
equivalents into the calculation of earnings per share using the treasury method
yields the same result on either a primary or fully-diluted basis.
Page 7 of 21 Pages
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SUMMARY
Whitney Holding Corporation earned $10.0 million for the second quarter of
1996 or $0.59 per share. For the second quarter of 1995, the Company earned $9.0
million or $0.53 per share. Year-to-date through June 30, 1996, the Company
earned $18.1 million or $1.06 per share, including the effect of $2.3 million in
after-tax expenses related to a merger completed in March 1996. Before deducting
the tax-effected merger expenses, the Company earned $20.3 million or $1.19 per
share for the six months ended June 30, 1996. For the first six months of 1995,
the Company earned $17.9 or $1.06 per share.
Taxable-equivalent net interest income increased $1.9 million or 5.4%
between the second quarters of 1995 and 1996, despite a decline in the
taxable-equivalent net interest margin from 4.92% to 4.73%. Non-interest income
improved by $0.8 million or 9.1% in the second quarter of 1996 from the same
period in 1995, while non-interest expense increased a moderate $0.6 million or
2.1% between these periods.
For the first six months of 1996, taxable-equivalent net interest income
increased $4.2 million or 6.0%. Between these periods the taxable-equivalent net
interest margin declined from 4.97% to 4.74%. Non-interest income for the six
months ended June 30, 1996 increased $0.8 million or 4.8% over the same period
in 1995. Year-to-date non-interest expense for 1996 increased $4.4 million or
7.4% over 1995 largely as a result of completed merger expenses totalling
approximately $2.8 million.
The following compares the annualized return on average total assets and the
return on average shareholders' equity for the three-month and six-month periods
ended June 30, 1996 and 1995.
1996 1995
---- ----
Return on average assets:
Second quarter-
Total return 1.16% 1.14%
Year to date -
Total return 1.05% 1.15%
Return, before merger
related expenses 1.18% 1.15%
Return on average shareholders' equity:
Second quarter-
Total return 10.81% 10.71%
Year to date -
Total return 9.78% 10.91%
Return, before merger
related expenses 11.01% 10.91%
Page 8 of 21 Pages
<PAGE>
Non-performing assets decreased $0.3 million in the first six months of 1996
from year end 1995 to $14.2 million at June 30, 1996. This total is $5.9 million
or 30% below the level of non-performing assets at June 30, 1995. The reserve
for possible loan losses was $40.2 million on June 30, 1996, an amount which
represented 392% of non-performing loans, 499% of non-accrual loans and 2.4% of
total loans. At year end 1995, the reserve coverage was 405% of non-performing
loans and 2.5% of total loans.
For the second quarter of 1996, average earning assets were $3.14 billion, a
net increase of $287 million or 10.1% from $2.85 billion in the second quarter
of 1995. For the six months ended June 30, 1996, average earning assets grew to
$3.13 billion from $2.83 billion for the same period in 1995, an increase of
$296 million or 10.4%. Average loans outstanding grew $375 million or 29%
between the second quarters of 1995 and 1996 and $390 million or 31% between the
year-to-date periods. The growth in the loan portfolio was partly funded by
maturities of investment securities and the total average investment in
securities in 1996 decreased $77 million for the second quarter and $91 million
for the year-to-date period as compared to 1995. At June 30, 1996 earning assets
totalled $3.09 billion compared to $3.05 billion at December 31, 1995.
Average total deposits increased $115 million or 4.4% in the second quarter
of 1996 to $2.73 billion when compared to the total of $2.61 billion in 1995's
second quarter. For the year-to-date period, average deposits grew $124 million
or 4.8% in 1996 compared to the same period in 1995. Total deposits at June 30,
1996 were $2.71 billion, a moderate decrease from $2.78 million at year end
1995. Short term funds obtained through purchases of federal funds and sales of
securities under repurchase agreements, net of federal funds sold, increased on
average by $154 million or 106% for the second quarter of 1996 and $143 million
for the year-to-date period when compared to 1995. The increases in average
total deposits and average short-term borrowings from 1995 to 1996 both
supported the growth in average loans between these same periods.
On March 8, 1996, the Company completed its merger with First Citizens
BancStock, the parent of The First National Bank in St. Mary Parish ("FNB").
FNB, which was merged into Whitney National Bank, had total assets of
approximately $243 million, including $147 million in loans, and total deposits
of $214 million at the closing date. The merger has been accounted for as a
pooling of interests and prior period information has been restated to present
the combined financial results.
In April 1996, the Company announced it had entered into merger agreements
with two banking institutions operating in Florida, one with American Bank &
Trust of Pensacola, Florida ("AB&T") and one with Liberty Holding Company
("LHC"), the parent of Liberty Bank, also of Pensacola. These institutions have
combined assets of approximately $111 million and operate five banking locations
in the Pensacola area. AB&T and Liberty Bank will be merged into a
newly-chartered national bank to be formed by the Company in Florida. The
Company will issue common stock with an approximate value of $24.15 million in
connection with these transactions, subject to certain adjustments. Each of
these mergers will be accounted for as a pooling of interests. Consummation of
each transaction is subject to the approval of respective shareholders of AB&T
or LHC, approval from appropriate regulatory agencies, a due diligence review by
the Company, and other customary conditions to closing. The mergers are expected
to be completed during the third quarter of 1996.
In January, 1996, the Company announced negotiations to enter into a
definitive merger agreement with New Iberia Bancorp, parent of The New Iberia
Bank. On July 16, 1996, the Company announced that these merger discussions had
been terminated because of the parties' inability to negotiate mutually
acceptable terms.
Page 9 of 21 Pages
<PAGE>
In the second quarter of 1996, the Company declared a dividend of $0.25 per
share payable July 1, 1996. This represents a 13.6% increase over the first
quarter 1996 dividend of $0.22 and a 25.0% increase over the $0.20 per share
dividend declared in each of 1995's first three quarters.
FINANCIAL CONDITION
Loans
The Company experienced growth in average loans outstanding of $375 million
or 29% for the second quarter of 1996 and $390 million or 31% for the year-to-
date period when compared to the same periods in 1995. Total loans outstanding
of $1.69 billion at June 30, 1996 were $104 million above the total outstanding
at year end 1995. The Company's loan growth reflects both the continued
favorable economic conditions in the Company's market area, which is primarily
southern Louisiana, Mississippi and Alabama, as well as a focused effort to
market the Banks' retail and commercial loan products.
All categories of loans experienced solid growth from the second quarter of
1995 to the second quarter of 1996. Commercial loans, other than those secured
by real estate, increased approximately $130 million or 22% between 1995 and
1996. Loans secured by commercial and other non-residential real estate
collateral increased approximately $107 million or 26%. Loans to entities
involved in manufacturing and wholesaling exhibited the strongest growth,
although the overall increase was well distributed over diverse industries.
Retail mortgages grew by approximately $98 million or 61% between these periods,
largely as a result of the successful promotion of new retail loan products,
while loans to individuals, which include various consumer installment and
credit line loan products, increased $16 million or approximately 15%.
Deposits and Short-Term Borrowings
The Company's average deposits increased $115 million or 4.4% for the second
quarter of 1996 and $124 million or 4.8% for the first six months of 1996 when
compared to the same periods in 1995. As is shown in Table 1,
non-interest-bearing demand deposits increased $25 million or 3.1% for the
second quarter and $28 million or 3.6% year to date in 1996. This table also
shows that average time deposits, which includes both core deposits and
certificates of deposit of $100,000 and over, increased $132 million or 18.2%
between the second quarters of 1995 and 1996 and $153 million or 21.9% between
the year-to-date periods. The growth within the time deposit category came both
from core deposits of under $100,000, which increased $35 million for the
quarter and $55 million year to date, and from certificates of deposit of
$100,000 and over, which had a quarterly increase of $89 million and a
year-to-date increase of $91 million. All of the Company's market areas
experienced increases in the time deposit category.
Second quarter average savings, NOW and money market account deposits
decreased $41 million or 3.4% between 1995 and 1996. For the first six months of
1996 the decrease in these deposit categories from their 1995 levels was $57
million or 5.2%. Despite a moderate decline in market interest rates during
1995, higher-rate investment alternatives were available to these lower-cost
depositors during the past year which fostered disintermediation of some deposit
funds.
Page 10 of 21 Pages
<PAGE>
The Company's short-term borrowings consist of purchases of federal funds
and sales of securities under repurchase agreements. Such borrowings are both a
source of funding for certain short-term lending facilities and part of the
Company's services to correspondent banks and certain other customers. For the
second quarter of 1996, average short-term borrowings increased $144 million
compared to the same period in 1995. Year to date in 1996, the increase in
average short-term borrowings was $141 million. The rise in short-term
borrowings is partly attributable to the promotion of repurchase agreements in
connection with an expansion of the Banks' cash management services. The
Company's average short-term borrowing position, net of federal funds sold, was
$300 million for the second quarter and $293 million year to date in 1996
compared to $145 million and $150 million, respectively, in 1995.
Investment in Securities
The Company's total investment in securities was $1.40 billion at June 30,
1996, a decrease of approximately $42 million or 2.9% from the December 31, 1995
total of $1.44 billion. The average total investment securities portfolio
outstanding decreased $76 million or 5.0% between the second quarter of 1995 and
the second quarter of 1996 and $91 million or 5.8% between the year-to-date
periods. Funds from maturing investments, particularly U. S. Treasury
securities, have been used to satisfy increased loan demand between these
periods.
The mix of average investments has remained relatively stable, with U. S.
Treasury and government agency securities, excluding mortgage-backed issues,
representing between 74% and 80% of the totals and mortgage-backed issues
representing between 10% and 17% of total securities. The weighted-average
maturity of the overall portfolio of securities was 30 months at June 30, 1996
as compared with 25 months at June 30, 1995. As is shown in Table 1, the
weighted-average taxable-equivalent portfolio yields were 6.11% for the second
quarter of 1996 and 6.08% for the year-to-date period. These yields represent
increases of 23 and 21 basis points, respectively, over the yields realized
during the comparable periods in 1995.
Securities classified as available for sale constituted approximately 9% of
the total investment portfolio at June 30, 1996 compared to 13% at year end
1995. These securities are reported at their estimated fair values in the
consolidated statements of condition with the unrealized gain or loss reported,
net of tax, as a separate component of shareholders' equity. The remaining
portfolio securities are classified as held to maturity and are reported at
amortized cost. In the second quarter of 1996, approximately $12 million of
securities that had been classified by FNB as available for sale were
transferred to the held to maturity category in accordance with the investment
policies and practices of the combined institution after FNB was merged into
Whitney National Bank in March 1996. This transfer was recorded at fair value.
The unrealized gains and losses at the transfer date, which are included net of
tax as a component of shareholders' equity, were insignificant. The Company
maintains no trading portfolio.
Asset Quality
Overall asset quality exhibited a trend of steady improvement over the past
several years. As is shown in Table 3, for the first six months in 1996 total
non-performing assets decreased $0.3 million from year end 1995 to $14.2 million
at June 30, 1996. This total is $5.9 million or 30% below the level of
non-performing assets at June 30, 1995. The Company recovered $1.4 million of
previously charged-off loans in the second quarter of 1996 and $4.3 million year
to date through June 30, 1996. As is shown in Table 2, over the same periods the
Company identified $2.6 million and $3.4 million, respectively, of loans to be
charged off as uncollectible against the reserve for possible loan losses,
resulting in a net charge off for the second quarter of $1.2 million and a
year-to-date net recovery of $0.9
Page 11 of 21 Pages
<PAGE>
million. The Company was in a net recovery position for each of the comparable
periods in 1995 totalling $1.8 million and $3.0 million, respectively.
The reserve for possible loan losses is maintained at a level believed by
management to be adequate to absorb potential losses in the portfolio. No
provision or reserve reduction was required for the second quarter or year to
date in 1996. The small addition to the reserve in each of the first two
quarters in 1995 reflects a provision recorded by the pooled institution. The
reserve for possible loan losses represented 392% of non-performing loans at
June 30, 1996 and 2.4% of total loans on this date. At year end 1995 this
reserve coverage was 405% of non-performing loans and 2.5% of total loans.
Whitney National Bank has several property interests which were acquired
through routine banking transactions generally prior to 1933 and which are
recorded in its financial records at a nominal value. Management continually
investigates ways to maximize the return on these assets. The net operating
income from these property interests, primarily from oil and gas royalties and
real estate operations, was approximately $269,000 for the first six months of
1996, including approximately $54,000 in the second quarter, and approximately
$83,000 for the first six months of 1995. Future dispositions of these assets
may result in the recognition of substantial gains.
Capital Adequacy
The Company's regulatory risk-based capital ratios declined slightly between
December 31, 1995 and June 30, 1996, while its leverage ratio showed a small
increase. Contributing to the decrease in the risk-based ratios was a shift in
the asset mix to loans which are generally assigned a risk-weighting higher than
for investment securities in the capital ratio calculation.
The Company's regulatory capital ratios are shown here compared to the
minimums currently required for regulatory classification as a "well
capitalized" institution. The regulatory capital ratios for the Banks were also
well in excess of minimum requirements at June 30, 1996.
<TABLE>
<CAPTION>
Required for
June 30, December 31, well-capitalized
1996 1995 institution
-------- ------------ ----------------
<S> <C> <C> <C>
Tier 1 risk-based capital ratio 16.76% 17.26% 6.00%
Total risk-based capital ratio 18.02% 18.52% 10.00%
Tier 1 leverage capital ratio 10.38% 10.08% 5.00%
</TABLE>
Page 12 of 21 Pages
<PAGE>
RESULTS OF OPERATIONS
Net Interest Income
Taxable-equivalent net interest income increased $1.9 million or 5.4%
between the second quarters of 1995 and 1996, despite a decline in the net
interest margin from 4.92% to 4.73%. For the first six months of 1996,
taxable-equivalent net interest income increased $4.4 million or 6.0%, while the
net interest margin declined from 4.97% to 4.74%. A combination of factors
contributed to these changes, the components of which are detailed in Table 1.
Taxable-equivalent loan interest income increased $5.7 million or 19.1% for
the second quarter and $13.8 million or 24.2% for the first six months of 1996
when compared to 1995. These increases were driven entirely by the growth in
average loans outstanding between 1995 and 1996, which totalled $375 for the
second quarter and $390 million year to date. The increase in interest income
from loan growth was partially offset by the impact of a decrease in the
quarterly and year-to-date effective loan yields in 1996 as compared to 1995.
For the second quarter, the effective yield decreased 73 basis points to 8.62%
in 1996 from 9.35% in 1995. For the year-to-date period, the yield decreased 56
basis points, to 8.72% in 1996 from 9.28% in 1995.
The decreases in the effective loan yields reflect both the impact of
variable and short-term fixed-rate loans repricing in a moderating interest rate
environment as well as some increase in competitive pressure on the pricing of
loans to new and existing relationships. Market interest rates trended lower
throughout 1995 and early 1996, although there has been some firming in the
second quarter of 1996. Over this period, bank prime rates decreased
approximately 75 basis points. Approximately one-third of the Company's loan
portfolio reprices with changes in prime.
Taxable-equivalent interest income on investments securities for 1996's
second quarter decreased $0.3 million or 1.2% from the second quarter of 1995.
For the first six months of 1996, the decrease in investment income was $1.1
million or 2.2% from 1995. These decreases are consistent with reductions in the
average investment in securities between 1995 and 1996, which totalled $77
million for the quarter and $91 million for the year-to-date period. Because of
its maturity structure the effective yield on the Company's investment
securities portfolio is not as immediately responsive to rising or falling
market rates as are its loan yields. Because of this and with the modest shift
in the portfolio mix toward mortgage-backed issues and from U. S. Treasury and
government agency securities, the effective portfolio yield was 6.11% for the
second quarter of 1996, an increase of 23 basis points from a yield of 5.88% for
the second quarter of 1996. Year to date, the increase was 21 basis points, to
6.08% in 1996 from 5.87% in 1995.
The net increase in taxable-equivalent interest income between 1995 and 1996
was $5.2 million or 9.8% for the second quarter and $12.4 million or 12.0% for
the first six months. The overall effective earning-asset yield in the second
quarter of 1996 was 7.43%, unchanged from the same period in 1995, while the
year-to-date effective yield increased slightly to 7.45% from 7.39% in 1995.
Interest expense increased $3.3 million or 18.4% in 1996's second quarter as
compared to the same period in 1995. Year-to-date interest expense through June
30, 1996 also increased over the comparable 1995 period, by $8.3 million or
24.3%. These increases reflect in part the impact of the growth in average total
interest-bearing liabilities between these periods, which totalled $235 million
for the second quarter and $237 million year to date. These increases also
reflect the rate structures of the markets in which the Company has made
acquisitions since the beginning of 1995 and a shift in the deposit mix toward
time deposits, a shift which is also partly attributable to recent acquisitions.
The overall cost of funds rate on interest-bearing liabilities was 3.81% for
both the second quarter and first six months of 1996. This represents increases
of 22 and 37 basis points, respectively, compared to 3.59% in 1995's second
quarter and 3.44% for the year-to-date period.
Page 13 of 21 Pages
<PAGE>
Other Income and Expense
Non-interest income, adjusted to exclude net gains from sales of foreclosed
real estate and other foreclosed assets, increased $302 thousand or 3.8% to $8.3
million in the second quarter of 1996 from $8.0 million in the same period of
1995. Year to date, adjusted non-interest income increased $504 thousand or 3.1%
to $16.8 million compared with $16.3 million for 1995. Income from service
charges on deposit accounts, which accounted for approximately half of adjusted
non-interest income in each of these periods, decreased by $230 thousand or 5.3%
for the second quarter of 1996 and $450 thousand or 5.1% year-to-date as
compared to 1995, primarily because of a decrease in fees charged to business
related accounts. The reduction in the Company's FDIC deposit insurance
premiums, as discussed below, led to a reduction in the deposit insurance
assessment on business accounts and was partly responsible for the decrease in
business account service fee income.
The Company continued to expand its automated teller facilities during 1995
and the first six months of 1996. Fees generated from ATM operations increased
$141 thousand or 47% for the second quarter of 1996 and $293 thousand or 51% for
the year-to-date period over the comparable periods in 1995. Fee income from
credit card related operations increased between these periods, reflecting both
economic conditions as well as successful marketing efforts. Income from the
Company's secondary mortgage loan operations also was higher in the second
quarter and first six months of 1996 reflecting in part a more favorable
interest rate environment during these periods than during the first half of
1995.
Non-interest operating expenses were $30.3 million in the second quarter of
1996, which represents an increase of $628 thousand or 2.1% over 1996's second
quarter total of $29.7 million. For the year-to-date period in 1996, total
non-interest expenses were $63.2 million, including $2.8 million in expenses
related to a completed merger in the first quarter. This is an increase of $4.4
million or 7.4% over the 1995 total of $58.8 million.
Salaries and employee benefits expense totalled $15.7 million for the second
quarter of 1996 compared to $14.7 million for the second quarter of 1995, an
increase of $0.9 million or 6.4%. For the first six months of 1996, salaries and
employee benefits expense increased $2.7 million or 9.2% to $32.5 million from
$29.8 million in 1995. Approximately $0.8 million of the year-to-date increase
relates to nonrecurring personnel costs incurred in connection with the merger
completed in March 1996. An additional $0.4 million of this comparative increase
was related to the new banking operations opened in Alabama in mid-February of
1995. The remaining year-to-date increase of $1.5 million or 5.0% and the
quarterly increase noted above are attributable to regular merit increases,
staff additions and various employee and management benefits and incentives.
Non-interest expenses other than personnel-related expenses decreased $0.3
million or 2.1% between the second quarter of 1995 and the second quarter of
1996. Year to date, excluding approximately $2.0 million in expenses related to
the completed merger in 1996, these expenses decreased $0.4 million or 1.2% from
the comparable period in 1995.
The dramatic decrease in the premium charged for FDIC deposit insurance
during the second half of 1995 led to reduction in the Company's 1996 deposit
insurance expense as compared to 1995 of $1.5 million for the second quarter and
$2.9 million year to date. Occupancy expense increased $428 thousand or 22.7% in
the second quarter of 1996 and $653 thousand or 17.3% for the year-to-date
period reflecting both the expansion of the Company's branch network, primarily
in the south Alabama market, and the ongoing program to upgrade the appearance
and functionality of its administrative offices and a significant number of the
Company's existing branches. Enhancements to the Company's data processing
systems and automation capabilities during 1995 and 1996 as well as the
continuing expansion of its ATM network contributed to an increase of
approximately $300 thousand or 12% for the second quarter of 1996 and $600
thousand or 11% for the first six months in the expense for furnishings and
equipment. Various other expense categories increased in 1996 as compared to
1995 by a total of approximately $500
Page 14 of 21 Pages
<PAGE>
thousand for the second quarter and $1.3 million for the year-to-date period,
including a $200 thousand increase related to certain legal settlements.
Income Taxes
The Company provided for income taxes at an overall effective rate of 31.5%
for the quarter and 31.2% year to date in 1996 as compared to 29.4% and 30.4%,
respectively, for the same periods in 1995. The effective rates in each period
differ from the statutory rate of 35% primarily because of the tax exempt income
earned on investments in state and municipal obligations.
LIQUIDITY AND OTHER MATTERS
Liquidity
The Company and the Banks manage liquidity to ensure their ability to
satisfy customer demand for credit, to fund deposit withdrawals, to meet
operating and other corporate obligations, and to take advantage of investment
opportunities, all in a timely and cost-effective manner. Traditionally, these
liquidity needs have been met by maintaining a strong base of core deposits and
by carefully managing the maturity structure of the investment portfolios. The
funds provided by current operations and forecasts of loan repayments are also
considered in the liquidity management process.
The Banks enter into short-term borrowing arrangements by purchasing federal
funds and selling securities under repurchase agreements, both as a source of
funding for certain short-term lending facilities and as part of its services to
correspondent banks and certain other customers. Neither the Company nor the
Banks have accessed long-term debt markets as part of liquidity management.
Average core deposits, defined as all deposits other than time deposits of
$100,000 or more, increased $18 million for the second quarter of 1996 and $26
million for the year-to-date period compared to the same periods in 1995. Core
deposits comprised approximately 86% of total average deposits for the 1996
period and 89% of total average deposits in 1995.
As of June 30, 1996, approximately $365 million or 29% of the portfolio of
investment securities held to maturity was scheduled to mature within one year.
An additional $129 million of investment securities was classified as available
for sale at the end of 1996's second quarter, although management's
determination of this classification does not derive primarily from liquidity
considerations.
The Banks had approximately $961 million in unfunded loan commitments
outstanding at June 30, 1996, an increase of $47 million from the level at
December 31, 1995. Contingent obligations under letters of credit and financial
guarantees increased moderately between these dates to a total of $83 million at
June 30, 1996. Available credit card lines were $37 million at June 30, 1996, an
increase of $6 million from year end 1995. Draws under these financial
commitments should not place any unusual strain on the Company's liquidity
position.
Page 15 of 21 Pages
<PAGE>
<TABLE>
<CAPTION>
TABLE 1.
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE
(dollars in thousands, unaudited)
SECOND QUARTER ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
1996 1995 1996 1995
---------------------------------------------------------------------------------------------------------------
Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate Balance Expense Rate Balance Expense Rate
---------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Loans (tax
equivalent)
(1),(2)............ $1,658,885 $35,666 8.62% $1,284,369 $29,949 9.35% $1,627,975 $ 70,794 8.72% $1,238,434 $ 56,984 9.28%
---------------------------------------------------------------------------------------------------------------
U. S. Treasury
securities......... $ 703,124 $ 9,819 5.60% $ 973,992 $13,196 5.43% $ 740,116 $ 20,614 5.59% $ 987,795 $ 26,674 5.44%
U.S. government
agency securities.. 366,900 5,607 6.11 236,996 3,520 5.94 347,217 10,495 6.05 251,863 7,412 5.88
Mortgage-backed
securities ........ 244,091 3,934 6.45 163,992 2,720 6.63 244,135 7,861 6.44 163,808 5,512 6.72
State and municipal
securities
(tax equivalent)
(1)............... 129,815 2,669 8.22 127,524 2,637 8.27 132,110 5,473 8.29 129,282 5,330 8.25
Corporate bonds and
other securities... 4,672 68 5.82 22,877 297 5.19 4,652 133 5.72 26,375 742 5.63
---------------------------------------------------------------------------------------------------------------
Total investment in
securities (3)... $1,448,602 $22,097 6.11% $1,525,381 $22,370 5.88% $1,468,230 $ 44,576 6.08% $1,559,123 $ 45,670 5.87%
---------------------------------------------------------------------------------------------------------------
Federal funds sold.. 28,148 378 5.31% 38,593 633 6.49% 29,940 825 5.45% 32,339 1,095 6.73%
---------------------------------------------------------------------------------------------------------------
Total interest-earning
assets........... $3,135,635 $58,141 7.43% $2,848,343 $52,952 7.43% $3,126,145 $116,195 7.45% $2,829,896 $103,749 7.39%
---------------------------------------------------------------------------------------------------------------
Cash and due from
financial
institutions....... 187,589 186,085 188,999 186,461
Bank premises and
equipment, net..... 92,166 73,478 88,531 72,276
Other real estate
owned, net......... 4,575 7,184 4,685 7,058
Other assets........ 78,417 86,012 77,470 82,594
Reserve for possible
loan losses....... (40,972) (40,333) (40,747) (38,923)
---------- ---------- ---------- ----------
Total assets..... $3,457,410 $3,160,769 $3,445,083 $3,139,362
========== ========== ========== ==========
LIABILITIES
Savings deposits... $447,647 $ 2,986 2.68% $ 478,873 $ 3,192 2.67% $ 455,213 $ 6,078 2.68% $ 487,993 $ 6,476 2.68%
NOW and MMDA
deposits.......... 594,415 3,082 2.08 604,606 3,046 2.02 592,157 6,066 2.05 616,468 6,077 1.99
Time deposits...... 857,812 11,188 5.23 725,528 9,091 5.03 851,061 22,294 5.25 698,074 16,607 4.80
---------------------------------------------------------------------------------------------------------------
Total interest-
bearing
deposits........ $1,899,874 $17,256 3.64% $1,809,007 $15,329 3.40% $1,898,431 $ 34,438 3.64% $1,802,535 $ 29,160 3.26%
---------------------------------------------------------------------------------------------------------------
Federal funds
purchased and
repurchase
agreements...... 328,251 3,937 4.74% 183,939 2,565 5.52% 323,123 7,881 4.82% 182,275 4,869 5.31%
---------------------------------------------------------------------------------------------------------------
Total interest-
bearing
liabilities.... $2,228,125 $21,193 3.81% $1,992,946 $17,894 3.59% $2,221,554 $ 42,319 3.81% $1,984,810 $ 34,029 3.44%
---------------------------------------------------------------------------------------------------------------
Demand deposits,
non-interest-
bearing.......... 827,643 803,098 823,787 795,397
Other liabilities.. 29,299 27,364 29,250 27,382
Shareholders'
equity............ 372,343 337,361 370,492 331,773
---------- ---------- ---------- ----------
Total liabilities
and
shareholders'
equity........ $3,457,410 $3,160,769 $3,445,083 $3,139,362
========== ========== ========== ==========
Net interest
income/margin
(tax
equivalent)
(1)......... $36,948 4.73% $35,058 4.92% $ 73,876 4.74% $ 69,720 4.97%
======= ===== ======= ===== ======== ===== ======== =====
<FN>
(1) Tax equivalent amounts are calculated using a marginal federal income tax rate of 35%.
(2) Average balance includes nonaccruing loans of $8,500 and $13,411 for the second quarters and $8,588 and $13,806 for the
year-to-date periods in 1996 and 1995, respectively.
(3) Average balance includes unrealized gain (loss) on securities available for sale of ($1,073) and ($3,098) for the second
quarters and $307 and ($5,294) for the year-to-date period 1995, respectively. These amounts, primarily associated with
mortgage-backed securities, are excluded in calculating the yield.
</FN>
</TABLE>
Page 16 of 21 Pages
<PAGE>
<TABLE>
<CAPTION>
TABLE 2.
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
RESERVE FOR POSSIBLE LOAN LOSSES
(by quarter, in millions, unaudited)
1996 1995
----------------- --------------------------------------
2nd 1st 4th 3rd 2nd 1st
----------------- --------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Reserve balance, beginning of quarter........................ $41.4 $39.3 $36.1 $41.3 $39.4 $36.3
Reserves provided through acquisition........................ - - - - - 1.8
Provision for possible loan losses:
Expense of providing loss reserves....................... - - 0.3 - 0.1 0.1
Reduction of loss reserves............................... - - - (9.9) - -
Loans charged off............................................ (2.6) (0.8) (0.5) (0.5) (1.1) (1.4)
Recoveries................................................... 1.4 2.9 3.4 5.2 2.9 2.6
----------------- --------------------------------------
Reserve balance, end of quarter.............................. $40.2 $41.4 $39.3 $36.1 $41.3 $39.4
================= ======================================
</TABLE>
<TABLE>
<CAPTION>
TABLE 3.
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
NON-PERFORMING ASSETS AND OTHER SELECTED DATA
(end of quarter, dollars in millions, unaudited)
1996 1995
----------------- --------------------------------------
2nd 1st 4th 3rd 2nd 1st
----------------- --------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Loans accounted for on a nonaccrual basis........................ $8.1 $10.2 $8.1 $9.3 $13.9 $14.5
Restructured loans............................................... 2.2 1.6 1.6 - - -
----------------- --------------------------------------
Total non-performing loans....................................... $10.3 $11.8 $9.7 $9.3 $13.9 $14.5
----------------- --------------------------------------
Other real estate owned, net..................................... 3.9 4.7 4.8 5.4 6.2 7.2
Other foreclosed assets.......................................... - - - - - -
----------------- --------------------------------------
Total non-performing assets...................................... $14.2 $16.5 $14.5 $14.7 $20.1 $21.7
================= ======================================
Net gain on sales of OREO........................................ $0.4 $0.2 $0.1 - $0.5 $0.3
================= ======================================
Reserve for possible loan losses as a percent of:
Total non-performing loans.................................... 392% 351% 405% 388% 297% 272%
Total loans................................................... 2.4% 2.6% 2.5% 2.6% 3.1% 3.2%
Non-performing loans as a percent of
total loans................................................... 0.61% 0.74% 0.61% 0.67% 1.04% 1.16%
Non-performing assets as a percent of
total assets.................................................. 0.41% 0.47% 0.43% 0.46% 0.63% 0.69%
</TABLE>
Page 17 of 21 Pages
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Whitney Holding Corporation was held
on April 24, 1996, for the purpose of electing a board of directors, voting
on an amendment to the Directors' Compensation Plan and approving the
appointment of auditors. Proxies for the meeting were solicited pursuant to
Section 14(a) of the Securities and Exchange Act of 1934 and there was no
solicitation in opposition to management's solicitations.
All of management's nominees for directors as listed in the proxy statement
were elected. The votes for each nominee are set forth below:
Shares
Voted Shares
FOR Withheld
---------- --------
William A. Hines 11,469,446 314,056
William P. Snyder III 11,421,342 362,160
The appointment of Arthur Andersen LLP as independent auditor was approved
by the following vote:
Shares Shares
Voted Voted Shares
FOR AGAINST ABSTAINING
-------------------------------------------------------------------
11,715,614 44,428 23,460
The amendment to the Directors' Compensation Plan was approved by the
following vote:
<TABLE>
<CAPTION>
Shares Shares
Voted Voted Shares Shares
FOR AGAINST ABSTAINING NOT Voted
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
10,373,225 735,820 230,757 443,701
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) (3) Exhibits:
Exhibit 3.1 - Copy of Composite Charter, incorporated by reference to the
Company's March 31, 1993 Form 10-Q
Exhibit 3.2 - Copy of Bylaws, as amended, incorporated by reference to the
Company's Registration Statement on Form S-3 (File No. 33-52983) filed with
the Commission on April 5, 1994
Exhibit 10.1 - Stock Option Agreement between Whitney Holding Corporation
and William L. Marks, incorporated by reference to the Company's 1990 Form
10-K
Exhibit 10.2 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and William L. Marks, incorporated by reference to the
Company's June 30, 1993 Form 10-Q
Exhibit 10.3 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and R. King Milling, incorporated by reference to the
Company's June 30, 1993 Form 10-Q
Page 18 of 21 Pages
<PAGE>
Exhibit 10.4 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Edward B. Grimball, incorporated by reference to
the Company's June 30, 1993 Form 10-Q
Exhibit 10.5 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Kenneth A. Lawder, Jr., incorporated by reference
to the Company's June 30, 1993 Form 10-Q
Exhibit 10.6 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and G. Blair Ferguson, incorporated by reference to
the Company's September 30, 1993 From 10-Q
Exhibit 10.7 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Joseph W. May, incorporated by reference to the
Company's 1993 Form 10-K
Exhibit 10.8 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and John C. Hope, III, incorporated by reference to
the Company's 1994 Form 10-K
Exhibit 10.9 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Robert C. Baird, Jr., incorporated by reference to
the Company's June 30, 1995 Form 10-Q
Exhibit 10.10 - Long-term incentive program, incorporated by reference to
the Company's 1991 Form 10-K
Exhibit 10.11 - Executive compensation plan, incorporated by reference to
the Company's 1991 Form 10-K
Exhibit 10.12 - Form of restricted stock agreement between Whitney Holding
Corporation and certain of its officers, incorporated by reference to the
Company's June 30, 1992 Form 10-Q
Exhibit 10.13 - Form of stock option agreement between Whitney Holding
Corporation and certain of its officers, incorporated by reference to the
Company's June 30, 1992 Form 10-Q
Exhibit 10.14 - Directors' Compensation Plan, incorporated by reference to
the Company's Proxy Statement dated March 24, 1994
Exhibit 10.14a - Amendment No. 1 to the Whitney Holding Corporation
Directors' Compensation Plan
Exhibit 10.15 - Amended and Restated Agreement and Plan of Merger between
Whitney Holding Corporation and First Citizens BancStock, Inc., dated
December 15, 1995, incorporated by reference to the Company's 1995 Form 10-K
Exhibit 10.16 - Retirement Restoration Plan effective January 1, 1995,
incorporated by reference to the Company's 1995 Form 10-K
Exhibit 21 - Subsidiaries
Whitney Holding Corporation owns 100% of the capital stock of Whitney
National Bank and Whitney Bank of Alabama. All other subsidiaries considered
in the aggregate would not constitute a significant subsidiary.
Exhibit 27 - Financial Data Schedule
Page 19 of 21 Pages
<PAGE>
(b) Reports on Form 8-K
The Registrant filed the following current reports on Form 8-K during the
quarter for which this report is filed:
Current report on Form 8-K dated January 19, 1996, filed on January 19, 1996
(Item 5 - Other Events), updating the Registrants' description of its
securities registered under the Securities Exchange Act of 1934, as amended.
Current report on Form 8-K dated January 24, 1996, filed January 26, 1996
(Item 5 - Other Events), announcing that the Registrant and The New Iberia
Bancorp, Inc. would negotiate a definitive agreement for the acquisition of
The New Iberia Bancorp, Inc. by the Registrant.
Current report on Form 8-K dated March 8, 1996, filed March 25, 1996 (Item 2
- Acquisition or Disposition of Assets), announcing the completion of the
Registrant's acquisition by merger of First Citizens BancStock, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934 the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WHITNEY HOLDING CORPORATION
(Registrant)
Date: August 13, 1996 By:/s/ Edward B. Grimball
------------------------ ----------------------------
Edward B. Grimball
Executive Vice President &
Chief Financial Officer
Page 20 of 21 Pages
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 193,115
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2,100
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 129,540
<INVESTMENTS-CARRYING> 1,269,544
<INVESTMENTS-MARKET> 1,263,816
<LOANS> 1,690,776
<ALLOWANCE> 40,236
<TOTAL-ASSETS> 3,420,996
<DEPOSITS> 2,711,078
<SHORT-TERM> 305,982
<LIABILITIES-OTHER> 27,473
<LONG-TERM> 0
<COMMON> 2,800
0
0
<OTHER-SE> 373,663
<TOTAL-LIABILITIES-AND-EQUITY> 3,420,996
<INTEREST-LOAN> 70,413
<INTEREST-INVEST> 42,660
<INTEREST-OTHER> 825
<INTEREST-TOTAL> 113,898
<INTEREST-DEPOSIT> 34,438
<INTEREST-EXPENSE> 42,319
<INTEREST-INCOME-NET> 71,579
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 7
<EXPENSE-OTHER> 63,213
<INCOME-PRETAX> 26,258
<INCOME-PRE-EXTRAORDINARY> 26,258
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,070
<EPS-PRIMARY> 1.06
<EPS-DILUTED> 1.06
<YIELD-ACTUAL> 7.45
<LOANS-NON> 8,068
<LOANS-PAST> 697
<LOANS-TROUBLED> 2,200
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 39,305
<CHARGE-OFFS> 3,401
<RECOVERIES> 4,332
<ALLOWANCE-CLOSE> 40,236
<ALLOWANCE-DOMESTIC> 37,397
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 2,839
</TABLE>
