As filed with the Securities and Exchange Commission on June 27, 1997
Registration No. 333-_______
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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
(Address of Principal Executive Offices)
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WHITNEY HOLDING CORPORATION
1997 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
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Copy to:
EDWARD B. GRIMBALL JOSEPH S. SCHWERTZ, JR., ESQ.
Whitney Holding Corporation Whitney Holding Corporation
228 St. Charles Avenue 228 St. Charles Avenue
New Orleans, Louisiana 70130 New Orleans, Louisiana 70130
(504) 586-7570 (504) 586-3596
(Name, Address and Telephone
Number of Agent for Service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Maximum Maximum
Title Of Securities Amount Offering Aggregate
To Be Registered To Be Price Per Offering Amount Of
Registered Share(1) Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock................................. 500,000 shares $42.3125 $21,156,250 $6,410.98
====================================================================================================================================
<FN>
(1) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as amended
(the "Securities Act"), as permitted by Rule 457(h)(1) of the Securities Act,
based upon the average of high and low sales prices for the Company's shares of
common stock as of June 25, 1997.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Whitney Holding
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by this reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission pursuant to Section 13(a) of the
Exchange Act;
(2) The Company's Report on Form 8-K dated January 16, 1997 (Item 5 -
Other Events) announcing the Company's 1996 earnings together with selected
financial data for the three and 12-month periods ended December 31, 1996; and
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 filed with the Commission pursuant to Section 13(a) of the
Exchange Act.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
by the Company of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed by this reference to be incorporated 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.
The authorized capital stock of the Company consists of 40,000,000
shares of common stock, no par value (the "Common Stock"), of which 20,724,915
were outstanding on May 15, 1997. The following description of the Company's
Common Stock is qualified in its entirety by reference to the Company's Articles
of Incorporation and Bylaws and to the applicable provisions of the Louisiana
Business Corporation Law (the "LBCL").
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Common Stock
Voting Rights - Non-cumulative Voting. Holders of the Company's Common
Stock are entitled to one vote per share on all matters to be voted on by the
shareholders. Holders of the Company's Common Stock do not have cumulative
voting rights. As a result, the holders of more than 50% of the Company's Common
Stock may elect all of the directors.
Dividend Rights. Holders of outstanding shares of the Company's Common
Stock are entitled to receive such dividends, if any, as may be declared by the
Board of Directors, in its discretion, out of funds legally available therefor.
Liquidation Rights. In the event of the liquidation of the Company, the
holders of the Company's Common Stock are entitled to receive pro rata any
assets distributable to shareholders in respect of their shares.
Preemptive Rights. Holders of the Company's Common Stock have no
preemptive rights to subscribe for additional shares of capital stock.
Directors
The Board of Directors of the Company is divided into five classes, as
nearly equal in number as possible, with members of each class to serve for five
years, and with one class being elected each year. Directors of the Company must
also be shareholders of the Company. Any director of the Company may be removed
from office with or without cause only by the affirmative vote of at least 90%
of the voting power of the Company present at a special meeting of the
shareholders called for that purpose. The quorum requirement for such a meeting
is 90% of the total voting power of the Company present in person or by proxy at
a special meeting called for that purpose.
The LBCL permits corporations to (i) include provisions in their
articles of incorporation that limit the personal liability of directors and
officers for monetary damages resulting from breaches of the duty of care,
subject to certain exceptions, and (ii) indemnify directors and officers, among
others, in certain circumstances for their expenses and liabilities incurred in
connection with defending pending or threatened suits. The Company's Articles of
Incorporation include a provision that eliminates the personal liability of
directors and officers to the Company and its shareholders for monetary damages
resulting from breaches of the duty of care to the full extent currently
permitted by the LBCL and further provides that any amendment or repeal of that
provision will not affect the elimination or limitation of liability of an
officer or director with respect to conduct occurring prior to the time of such
amendment or appeal.
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The Articles of Incorporation also provide for indemnification and
advancement of expenses of any officer, director, employee or agent of the
Company for any action taken in good faith by that officer, director, employee
or agent. Indemnification in the case of actions by or in the right of the
Company shall be limited to expenses actually and reasonably incurred in defense
or settlement of the action. The Board of Directors, in its discretion, may
choose to provide further indemnification to officers, directors, employees and
agents of the Company.
The Articles of Incorporation and By-laws authorize the Company to
maintain insurance covering the actions of its officers, directors, employees
and agents, and its Bylaws provide for indemnification to the fullest extent
allowed under the LBCL.
No amendment to the Company's Articles may amend any of the provisions
thereof relating to the Board of Directors unless such amendment receives the
affirmative vote of 90% of the voting power present at a shareholders meeting
for which there is a quorum as described above; provided, however, that such 90%
vote is not required for any amendment unanimously recommended to the
shareholders by the Board of Directors at a time when there is no Related Person
(as defined below).
Supermajority and Fair Price Provisions
Supermajority Provisions. The Articles of Incorporation contain certain
provisions designed to provide safeguards for shareholders when a Related Person
(as defined below) attempts to effect a Business Combination (as defined below)
with the Company. In general, a Business Combination between the Company and a
Related Person must be approved by the affirmative vote of at least 90% of the
voting power of the Company present at a shareholders meeting, at which meeting
at least 90% of the total voting power of the Company must be present in person
or by proxy to constitute a quorum, unless certain minimum price and procedural
requirements are satisfied and the Board of Directors of the Company has the
opportunity to state its recommendations to the shareholders in a proxy
statement. If these requirements are satisfied, only the affirmative vote of
two-thirds of the voting power present or represented at a shareholders meeting
of the Company (the quorum for which would be the presence in person or by proxy
of a majority of the total voting power of the Company) would be required.
A "Related Person" is defined as any person who, together with certain
persons related to him or it, is the beneficial owner of 10% or more of the
outstanding shares of the Company's stock entitled to vote in elections of
directors. The term "beneficial owner" includes persons directly or indirectly
owning or having the right to acquire or vote the stock of the Company.
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A "Business Combination" includes the following transactions: (1) any
merger or consolidation involving the Company or its principal subsidiary; (2)
any sale or lease by the Company or its principal subsidiary of all or a
substantial part of its assets; or (3) any sale or lease to the Company or any
of its subsidiaries of any assets of any Related Person in exchange for
securities of the Company or its principal subsidiary.
Fair Price Provisions. There is no requirement that 90% of the voting
power present of the Company approve a Business Combination between a Related
Person and the Company if all of the requirements described below are satisfied:
(1) Minimum Price Requirement. The cash, or fair market value of other
consideration, to be received per share by shareholders of the Company in
connection with the Business Combination must bear the same or a greater
percentage relationship to the market price of the Company's Common Stock
immediately prior to the announcement of such Business Combination as the
highest per share price (including brokerage commissions and soliciting dealers'
fees) that the Related Person has theretofore paid for any of the shares of the
Company's Common Stock already owned by it bears to the market price of the
Company's Common Stock immediately prior to the commencement of the acquisition
of the Company's Common Stock by the Related Person. In addition, the cash, or
fair market value of other consideration, to be received per share by
shareholders of the Company in such Business Combination must not be less than
(i) the highest per share price (including brokerage commissions and soliciting
dealers' fees) paid by the Related Person in acquiring any of its holdings of
the Company's Common Stock and (ii) the earnings per share of the Company's
Common Stock for the four full consecutive fiscal quarters immediately preceding
the record date for solicitation of votes on such Business Combination,
multiplied by the then price/earnings multiple (if any) of the Related Person as
customarily computed and reported in the financial community.
(2) Procedural Requirements. The following procedural requirements must
be satisfied at all times after the Related Person becomes a Related Person: (i)
the Related Person shall have taken steps to ensure that the Company's Board of
Directors included at all times representation by Continuing Directors (as
defined below) proportionate to the stockholdings of the Company's shareholders
not affiliated with the Related Person; (ii) there shall have been no reduction
in the rate of dividends paid on the shares of the Company's Common Stock unless
otherwise approved by unanimous vote of the directors (iii) the Related Person
shall not have acquired any newly issued shares of the Company's stock, directly
or indirectly, except upon conversion of convertible securities acquired by it
prior to becoming a Related Person or as a result of a prorata stock dividend or
stock split; and (iv) the Related Person shall not have acquired any additional
shares of the Company's Common Stock or securities convertible into the
Company's Common Stock except as part of the transaction by which such Related
Person became a Related Person.
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A "Continuing Director" includes a person who was a member of the Board
of Directors of the Company elected by the shareholders prior to the time that a
Related Person acquired in excess of 10% of the stock of the Company, or a
person recommended to succeed a Continuing Director by a majority of Continuing
Directors.
(3) Actions Prior to Becoming a Related Person. The Related Person
shall not have (i) received the benefit, directly or indirectly (except
proportionately as a shareholder), of any loans, advances, guarantees, pledges
or other financial assistance or tax credits provided by the Company; or (ii)
made any major change in the Company's business or equity capital structure
without the unanimous approval of the Board of Directors, in either case prior
to the consummation of the Business Combination.
(4) Proxy Statement. A proxy statement responsive to the requirements
of the Exchange Act shall be mailed to all shareholders of the Company for the
purpose of soliciting shareholder approval of the Business Combination and shall
contain at the front thereof, in a prominent place, any recommendations as to
the advisability (or inadvisability) of the Business Combination that the
Continuing Directors, or any of them, may choose to state, and if deemed
advisable by a majority of the Continuing Directors, an opinion of a reputable
investment banking firm as to the fairness (or not) of the terms of such
Business Combination from the point of view of shareholders other than the
Related Person.
(5) Vote Necessary to Amend Articles of Incorporation. The Articles of
Incorporation provide that the affirmative vote of the holders of 90% or more of
the voting power present at a shareholders meeting for which there is a quorum
as described above is required in order to amend the fair price provisions,
provided that only a vote of the holders of a majority of the total voting power
of the Company is required if the action to amend is unanimously recommended to
shareholders by the Board of Directors if all such directors are persons who
would be eligible to serve as Continuing Directors.
Purposes and Effect of Supermajority and Fair Price Provisions. The
fair price provisions are designed to prevent a purchaser from utilizing
two-tier pricing and similar inequitable tactics in the event of an attempted
takeover of the Company. In the absence of the supermajority and fair price
provisions, a purchaser who acquired control of the Company would be in a
position, by virtue of such control, to compel minority shareholders to accept a
lower price or a less desirable form of consideration than that given to other
shareholders.
The effect of the provisions is to encourage any Related Person or
potential Related Person interested in a Business Combination to negotiate the
terms of such transaction with the Board of Directors of the Company prior to
its acquisition of a substantial amount of the capital stock of the Company and
in a context that would provide adequate time and information so that all
relevant considerations would receive the requisite attention and, if
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necessary, publicity. The Board of Directors of the Company believes that the
Continuing Directors of the Company are likely to be more knowledgeable than
individual shareholders in assessing the business and prospects of the Company
and are accordingly better able to negotiate effectively with the Related
Person. Also, the provisions should help to protect those shareholders who by
choice or for lack of adequate opportunity did not sell shares in the first step
of a two-tiered offer, by ensuring that a fair price will be paid to the
shareholders in the second step of the two-tiered transaction if, but only if,
the Related Person elects to initiate a second step.
It should be noted, however, that tender offers are usually made at
premium prices above the prevailing market price of a company's stock. In
addition, acquisitions of stock by persons attempting to acquire control through
market purchases may cause the market price of the stock temporarily to reach
levels that are higher than would otherwise be the case. Because of the higher
percentage requirements for shareholder approval of any subsequent Business
Combination, and the possibility of having to pay a higher price to other
shareholders in such a Business Combination, it may become more costly for a
purchaser to acquire control of the Company. The Articles of Incorporation may
discourage such purchases, particularly those for less than all of the shares of
the Company, and may therefore deprive holders of the Company's Common Stock of
an opportunity to sell their stock at a temporarily higher market price. A
potential purchaser of stock seeking to obtain control may also be discouraged
from purchasing stock because a supermajority shareholder vote would be required
in order to change or eliminate the fair price protection provisions in the
Articles of Incorporation.
Although the supermajority and fair price provisions are designed to
assure fair treatment of all shareholders in the event of a takeover, the
provisions may also adversely affect the ability of shareholders to benefit from
certain transactions that are opposed by the Board of Directors of the Company.
In certain instances, the fair price provisions, while providing
objective pricing criteria, could be arbitrary and not indicative of value. In
addition, a Related Person may be unable, as a practical matter, to comply with
all of the procedural requirements of the Articles of Incorporation. In these
circumstances, a potential purchaser would be forced either to negotiate with
the Continuing Directors and offer terms acceptable to them or to abandon the
proposed Business Combination.
Under the fair price provisions, in certain circumstances, a Business
Combination that might be attractive to some shareholders might never be
proposed to the shareholders by a Related Person, or if proposed, might not be
consummated. Further, the provisions may, under certain circumstances, give
holders of a minority of the voting power a veto power over a Business
Combination that the majority of shareholders may believe desirable and
beneficial. To the Company's knowledge, on December 31, 1996, directors and
executive
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officers of the Company's beneficially owned approximately 2,001,339 shares
(approximately 9.6%) of the Company's outstanding Common Stock. Therefore, it
may be difficult or impossible for a Related Person to secure the necessary
supermajority vote without management's approval.
Since only the Continuing Directors will have the authority to avoid
the requirement of a supermajority shareholder vote to approve Business
Combinations if otherwise applicable, the provisions also may tend to insulate
management against the possibility of removal in the event of a takeover bid.
Further, if the Related Person were to replace all of the directors who were in
office on the date it became a Related Person (which it could not be assured of
accomplishing for at least four years because of the Board's classification),
there would be no Continuing Directors and, consequently, the 90% shareholder
vote requirement would apply to any Business Combination, unless the minimum
price and procedural requirements were satisfied.
Federal securities laws and regulations applicable to Business
Combinations govern the disclosure required to be made to minority shareholders
in order to consummate certain Business Combinations. However, the laws and
regulations do not assure that the terms of a Business Combination will be fair
from a financial standpoint. The LBCL provides that, under certain
circumstances, the affirmative vote of the holders of at least 80% of the voting
power of a Louisiana corporation is necessary in order to approve certain types
of business combinations with a related party unless the shareholders receive a
price for their shares as set forth in the LBCL and certain other conditions are
met. While the fair price protection provisions of the LBCL would apply to any
Business Combination involving the Company and a Related Party, the Board of
Directors of the Company believes that the fair price provisions in the Articles
of Incorporation provide additional assurance that the shareholders of the
Company will receive an equitable price for their shares if a Business
Combination is consummated.
Considerations in Change of Control
The LBCL authorizes the Board of Directors of the Company, when
considering any proposal to acquire control of the Company, to take into
account, among other enumerated factors and any other factors the Board deems
relevant, the interests of the Company's employees, creditors and the
communities in which the Company conducts its business, as well as purely
financial interests of the Company's shareholders.
Amendment of Articles of Incorporation
Except for the 90% vote required to amend any provision of the Articles
of Incorporation relating to the Board of Directors of the Company or the
supermajority and fair price provisions contained therein, the affirmative vote
of at least a majority of the total
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voting power of the Company (i.e., a majority of the outstanding shares of the
Company's Common Stock), at a meeting the quorum for which is the presence in
person or by proxy of a majority of the total voting power, is required to amend
the Articles of Incorporation. See " -- Directors" and " -- Supermajority and
Fair Price Provisions," above.
Amendment of By-laws
The Company's By-Laws may be amended or repealed by the affirmative
vote of a majority of the Board of Directors of the Company or by the
affirmative vote of at least a majority of the votes cast at a meeting of the
shareholders of the Company.
Shareholders Meetings
Shareholders holding not less than 20% of the outstanding Company's
Common Stock may require the Company to call a meeting of its shareholders.
Louisiana Control Share Acquisition Statute
The LBCL Control Share Acquisition Statute provides that any shares
acquired by a person or group (an "Acquiror") in an acquisition that causes such
person or group to have the power to direct the exercise of voting power in the
election of directors in excess of 20%, 33-1/3% or 50% thresholds shall have
only such voting power as shall be accorded by the holders of all shares other
than Interested Shares (as defined below) at a meeting called for the purpose of
considering the voting power to be accorded to shares held by the Acquiror.
"Interested Shares" include all shares as to which the Acquiror, any officer of
the Company and any director of the Company who is also an employee of the
Company may exercise or direct the exercise of voting power. If a meeting of
shareholders is held to consider the voting rights to be accorded to an Acquiror
and the shareholders do not vote to accord voting rights to such shares, the
Company may have the right to redeem the shares held by the Acquiror for their
fair market value.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 83 of the LBCL provides in part that a corporation may
indemnify any director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
action, suit or proceeding to which he is or was a party or is threatened to be
made a party (including any action by or in the right of the corporation),
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if such action arises out of his acts on behalf of the corporation and he acted
in good faith not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
The indemnification provisions of the LBCL are not exclusive; however,
no corporation may indemnify any person for willful or intentional misconduct. A
corporation has the power to obtain and maintain insurance, or to create a form
of self-insurance on behalf of any person who is or was acting for the
corporation, regardless of whether the corporation has the legal authority to
indemnify the insured person against such liability.
The Company's Articles of Incorporation and Bylaws provide for
indemnification for directors, officers, employees and agents or former
directors, officers, employees and agents of the Company to the full extent
permitted by Louisiana law.
The Company maintains an insurance policy covering the liability of its
directors and officers for actions taken in their official capacity.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation of the Company dated July 20, 1961,
as amended on May 23, 1962, as amended on February 9, 1971, as
amended on April 26, 1978, as amended on February 14, 1984,
and as amended on February 11, 1987. (Incorporated by
reference to the Company's March 31, 1993 Form 10-Q.)
4.2 Bylaws of the Company as amended through September 25, 1991.
(Incorporated by reference to the Company's 1996 Form 10-K.)
5.1 Opinion of Phelps Dunbar, L.L.P. as to the legality of the
securities being registered.
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5).
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24.1 Power of Attorney (included on the Signature Page attached
hereto).
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;
(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) 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.
(5) 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
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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 28th day of
May, 1997.
WHITNEY HOLDING CORPORATION
By: /s/ William L. Marks
---------------------
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.
Signature Title Date
--------- ----- ----
/s/ William L. Marks
- ------------------------------- Chairman of the Board and May 28, 1997
William L. Marks Chief Executive Officer
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/s/ R. King Milling Director and President May 28, 1997
- -------------------------------
R. King Milling
/s/ Edward B. Grimball Executive Vice President and May 28, 1997
- ------------------------------- Chief Financial Officer
Edward B. Grimball (Principal Financial Officer
and Principal Accounting Officer)
/s/ James M. Cain
- ------------------------------- Director May 28, 1997
James M. Cain
/s/ Guy C. Billips, Jr.
- ------------------------------- Director May 28, 1997
Guy C. Billups, Jr.
/s/ Harry J. Blumenthal, Jr.
- ------------------------------- Director May 28, 1997
Harry J. Blumenthal, Jr.
Joel B. Bullard, Jr.
- ------------------------------- Director May 28, 1997
Joel B. Bullard, Jr.
- ------------------------------- Director May 28, 1997
Angus R. Cooper, II
/s/ Robert H. Crosby, Jr.
- ------------------------------- Director May 28, 1997
Robert H. Crosby, Jr.
/s/ Richard B. Crowell
- ------------------------------- Director May 28, 1997
Richard B. Crowell
/s/ Camille A. Cutrone
- ------------------------------- Director May 28, 1997
Camille A. Cutrone
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/s/ William A. Hines
- ------------------------------- Director May 28, 1997
William A. Hines
/s/ Robert E. Howson
- ------------------------------- Director May 28, 1997
Robert E. Howson
/s/ John J. Kelly
- ------------------------------- Director May 28, 1997
John J. Kelly
/s/ E. James Kock, Jr.
- ------------------------------- Director May 28, 1997
E. James Kock, Jr.
/s/ Alfred S. Lippman
- ------------------------------- Director May 28, 1997
Alfred S. Lippman
/s/ John G. Phillips
- ------------------------------- Director May 28, 1997
John G. Phillips
/s/ John K. Roberts, Jr.
- ------------------------------- Director May 28, 1997
John K. Roberts, Jr.
/s/ W. Pl Snyder, III
- ------------------------------- Director May 28, 1997
W. P. Snyder, III
/s/ Carroll W. Suggs
- ------------------------------- Director May 28, 1997
Carroll W. Suggs
/s/ Warren K. Watters
- ------------------------------- Director May 28, 1997
Warren K. Watters
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[LETTERHEAD OF PHELPS DUNBAR, L.L.P.]
EXHIBIT 5.1
June 26, 1997
8916-8
Whitney Holding Corporation
228 St. Charles Avenue
New Orleans, Louisiana 70130
Re: Whitney Holding Corporation
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to Whitney Holding Corporation, a Louisiana
corporation (the "Company"), in connection with the Company's filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the registration by the Company of an aggregate of 500,000 shares of
its common stock, no par value (the "Shares"), to be offered and sold pursuant
to the terms of the Whitney Holding Corporation 1997 Long-Term Incentive Plan
(the "Plan").
As counsel to the Company, we have examined original, photostatic or
certified copies of the following documents: (i) the Registration Statement,
(ii) the Articles of Incorporation of the Company, as amended, (iii) the Bylaws
of the Company, as amended, (iv) the Plan, (v) excerpts of minutes of meetings
of the Company's Board of Directors, and (vi) such other instruments,
agreements, and certificates as we have deemed necessary or appropriate.
In performing our examination, we have assumed without inquiry 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 with originals of all documents submitted to
us as 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. We have also assumed
that all Shares issued pursuant to the Plan will be issued for consideration
deemed to be adequate
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Whitney Holding Corporation
June 26, 1997
Page 2
by the Company's Board of Directors. We have relied as to certain factual
matters on representations made to us by officers of the Company.
Based upon the foregoing and the further qualifications stated below,
we are of the opinion that the Shares have been duly authorized and, when issued
and sold pursuant to the terms and conditions of the Plan, will be validly
issued, fully paid and nonassessable.
The foregoing opinion is 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 jurisdiction. Furthermore, no
opinion is expressed herein as to the effect of any future acts of the Company
or changes in existing law. The opinions expressed herein are rendered as of the
date hereof, and we do not undertake 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 opinion 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, or a warranty that a court considering such matters
would not rule in a manner contrary to the opinion set forth above.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. 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 Act or the General Rules and Regulations of the Commission
thereunder.
Very truly yours,
/s/ PHELPS DUNBAR, L.L.P.
PHELPS DUNBAR, L.L.P.
40092_1
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 16, 1997
(except with respect to the matter discussed in the first paragraph of Note 16
as to which the date is February 28, 1997) included in Whitney Holding
Corporation's Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
June 26, 1997
