Rule 424(b)(3)
No. 333-08309
[Letterhead of Liberty Bank]
October 8, 1996
Dear Shareholder:
At the Special Meeting of Shareholders originally convened on September
17, 1996, 99.43% of all shares were present and voting for the merger of the
Bank into Whitney National Bank of Florida. Federal banking law requires that
notice of the meeting be sent by certified or registered mail and published in
the newspaper. To comply with these requirements, the Board of Directors has
chosen to reconvene the meeting of shareholders at 8:30 a.m. on October 25, 1996
at the Bank's main office, 201 N. Palafox Street, Pensacola, Florida 32501, at
which time and place the final vote ratifying the merger agreement will be
tabulated and completed.
Enclosed is a formal Notice of the reconvened meeting, the Proxy
Statement-Prospectus dated August 12, 1996 (which, as supplemented by these
materials, describes the proposed merger), and the Bank's second quarter
financial statements. Shareholders of record at the close of business on October
4, 1996 are entitled to notice of and to vote at the reconvened meeting.
If you are unable to attend the meeting in person, please 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 proceeding with the Whitney merger promptly after
the meeting is completed.
Very truly yours,
Ronald L. Bruce
President and Chief Executive Officer of Liberty Bank
This Supplement is dated October 8, 1996.
<PAGE>
LIBERTY BANK
201 N. Palafox 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 Liberty Bank:
NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders of
Liberty Bank (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, 201 N. Palafox 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 23,
1996,as amended, and a related merger agreement (collectively,
the "Plan of Merger") pursuant to which, among other things:
(a) Liberty Holding Company (the Bank's parent corporation)
(the "Company") would merge into Whitney Holding Corporation
("Whitney"), (b) the Bank would merge into Whitney National
Bank of Florida, a newly formed, wholly-owned bank subsidiary
of Whitney, and (c) each outstanding share of common stock of
the Bank not owned by the Company 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.
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 4, 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 Liberty Bank
Richard A. Davis
Secretary
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>
LIBERTY BANK
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>
LIBERTY BANK
STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
JUNE 30, 1996 AND 1995
ASSETS
<TABLE>
<C> <C> <C>
1996 1995
--------------- --------------
Cash and due from banks $ 5,757,575 $ 4,837,363
Federal funds sold 2,725,000 1,975,000
Securities held to maturity 640,000 2,033,743
Securities available for sale 4,515,607 3,156,453
Loans receivable, net of allowance for loan losses of $ 504,792
in 1996 and $ 466,814 in 1995 34,657,280 33,272,999
Accrued interest receivable 327,583 283,115
Premises and equipment, net 1,912,140 1,841,330
Other assets 299,767 213,507
---------------- ---------------
Total Assets $ 50,834,952 $ 47,613,510
================ ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Demand deposits $ 11,989,798 $ 11,488,405
NOW and money market deposits 9,842,508 9,268,681
Savings deposits 1,905,405 1,709,555
Other time deposits 20,462,568 19,631,599
---------------- ---------------
Total deposits 44,200,279 42,098,240
FHLB advances 719,306 -0-
Accrued interest payable 159,426 148,780
Deferred income taxes 19,890 50,029
Income taxes payable 30,055 36,243
Other liabilities 193,032 139,285
---------------- ---------------
Total liabilities 45,321,988 42,472,577
---------------- ---------------
Commitments and Contingencies - -
Stockholders' Equity:
Common stock, $ 5 par value; 248,000 shares authorized,
198,000 shares issued and outstanding 990,000 990,000
Surplus 2,085,943 2,085,943
Undivided profits 2,575,693 2,153,972
Net unrealized depreciation on available-for-sale securities,
net of taxes of $ 83,915 in 1996 and $ 53,777 in 1995 (138,672) (88,982)
---------------- ---------------
Total stockholders' equity 5,512,964 5,140,933
---------------- ---------------
Total Liabilities and Stockholders' Equity $ 50,834,952 $ 47,613,510
================ ===============
</TABLE>
See accompanying notes.
-1-
<PAGE>
LIBERTY BANK
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 $ 1,850,863 $ 1,702,484
Investment securities 135,155 136,964
Federal funds sold 69,099 92,206
Interest-bearing deposits in banks 5,664 2,726
---------------- --------------
Total interest income 2,060,781 1,934,380
Interest Expense on Deposits 751,429 684,501
---------------- --------------
Net interest income 1,309,352 1,249,879
Provision for Loan Losses -0- -0-
Net interest income after provision for loan losses 1,309,352 1,249,879
---------------- --------------
Noninterest Income:
Service charges 193,345 184,088
Other income 32,600 32,442
---------------- --------------
Total noninterest income 225,945 216,530
---------------- --------------
Noninterest Expenses:
Salaries and employee benefits 535,459 538,970
Occupancy expense 82,721 75,053
Other expense 459,175 446,317
---------------- --------------
Total noninterest expenses 1,077,355 1,060,340
---------------- --------------
Income Before Income Taxes 457,942 406,069
Income Taxes 168,995 141,833
---------------- --------------
Net Income $ 288,947 $ 264,236
================ ==============
Net Income Per Share of Common Stock (note 2) $ 1.46 $ 1.33
================ ==============
</TABLE>
See accompanying notes.
-2-
<PAGE>
LIBERTY BANK
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
(Depreciation)
on Available-
Common Undivided For-Sale
Stock Surplus Profits Securities Total
--------------- ------------- --------------- ---------------- ------------
Balance, January 1, 1995 $ 990,000 $ 2,085,943 $ 1,949,136 $ (259,297) $ 4,765,782
Net income 264,236 264,236
Cash dividends paid,
$ .30 per share (59,400) (59,400)
Net change in unrealized appreciation
(depreciation) on available-for-sale
securities, net of taxes of $ 103,134 170,315 170,315
--------------- ------------- --------------- ---------------- ------------
Balance June 30, 1995 $ 990,000 $ 2,085,943 $ 2,153,972 $ (88,982) $ 5,140,933
=============== ============= =============== ================ ============
Balance, January 1, 1996 $ 990,000 $ 2,085,943 $ 2,378,815 $ (26,861) $ 5,427,897
Net income 288,947 288,947
Cash dividends paid, (92,069) (92,069)
$ .46 per share
Net change in unrealized appreciation
(depreciation) on available-for-sale
securities, net of taxes of $ 67,786 (111,811) (111,811)
--------------- ------------- --------------- ---------------- -----------
Balance, June 30, 1996 $ 990,000 $ 2,085,943 $ 2,575,693 $ (138,672) $ 5,512,964
=============== ============= =============== ================ ============
</TABLE>
See accompanying notes.
-3-
<PAGE>
LIBERTY BANK
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 $ 288,947 $ 264,236
Adjustments to reconcile net income to net
cash provided by operating activities -
Depreciation and amortization 63,999 45,675
Net accretion/amortization on securities 5,969 8,700
Net realized investment securities losses 78 -0-
Changes in operating assets and liabilities -
Decrease in accrued interest receivable
and other assets 73,282 51,187
Increase in accrued interest payable and
other liabilities 25,438 25,000
Decrease in income taxes payable (54,588) (26,859)
--------------- --------------
Net cash provided by operating activities 403,125 367,939
--------------- --------------
Cash Flows From Investing Activities:
Net decrease of interest-bearing deposits -0- 298,000
Proceeds from maturities of held-to-maturity securities -0- 250,000
Proceeds from sales and maturities of
available-for-sale securities 649,922 400,000
Principal reductions on available-for-sale securities 18,046 13,041
Purchases of available-for-sale securities (801,675) (146,800)
(Increase) decrease in loans 1,425,650 (1,944,388)
Purchases of premises and equipment (145,761) (288,683)
---------------- --------------
Net cash provided by (used in) investing activities 1,146,182 (1,418,830)
---------------- --------------
Cash Flows From Financing Activities:
Net increase (decrease) in demand, NOW, money
market and savings deposits 200,841 (1,485,155)
Net decrease in time deposits (1,431,770) (225,873)
Advances from Federal Home Loan Bank 719,306 -0-
Dividends paid (92,069) (59,400)
---------------- --------------
Net cash used in financing activities (603,692) (1,770,428)
---------------- --------------
Net Increase (Decrease) in Cash and Cash Equivalents 945,615 (2,821,319)
Cash and Cash Equivalents, January 1 7,536,960 9,633,682
---------------- --------------
Cash and Cash Equivalents, June 30 $ 8,482,575 $ 6,812,363
================ ==============
</TABLE>
See accompanying notes.
-4-
<PAGE>
LIBERTY BANK
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1996 AND 1995
(Continued)
1996 1995
------------- -------------
Supplemental Disclosure of Cash Flow Information:
Interest paid $ 782,510 $ 659,172
============= =============
Income taxes paid $ 233,748 $ 168,692
============= =============
See accompanying notes.
-4-
(Sheet II)
<PAGE>
LIBERTY BANK
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 the 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
accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for 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 number of shares
outstanding.
NOTE 3 - EMPLOYEE STOCK OWNERSHIP PLAN
The Bank has a non-contributory employee stock ownership plan ("ESOP")
covering all employees who have met certain service requirements. The
Bank's ESOP contributions are determined by its Board of Directors. At
June 30, 1996 and 1995, the Employee Stock Ownership Trust (the "Trust")
owned 124,164 and 118,900 shares of Liberty Holding Company common
stock, respectively.
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>
LIBERTY BANK
201 N. Palafox 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 Liberty Bank (the "Bank") hereby revoke(s) any
proxy heretofore given and appoint(s) William A. Hunt and Ronald L. Bruce, 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 4, 1996, at the reconvened Special Meeting of
Shareholders of the Bank called for and to be held at the Bank's main office,
201 N. Palafox 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 23,
1996, as amended, and a related merger agreement(collectively,
the "Plan of Merger") pursuant to which, among other things:
(a) Liberty Holding Company (the Bank's parent corporation)
(the "Company") would merge into Whitney Holding Corporation
("Whitney"), (b) the Bank would merge into Whitney National
Bank of Florida, a newly formed, wholly-owned bank subsidiary
of Whitney, and (c) each outstanding share of common stock of
the Bank not owned by the Company 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>
