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[GRAPHIC OMITTED]
[WHITNEY HOLDING CORPORATION]
January 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
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 8-K dated January 16, 1997.
This filing is being effected by direct transmission to the
Commission's EDGAR System.
Sincerely,
/s/ Joseph S. Schwertz, Jr.
Joseph S. Schwertz, Jr.
JSS,Jr/plk
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 16, 1997
----------------
WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana 0-1026 72-6017893
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
228 St. Charles Avenue, New Orleans, Louisiana 70130
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 586-7117
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Not Applicable
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(Former name or former address, if
changed since last report)
Page 1 of 6 Pages
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Item 5: Other Events
On January 16, 1997, Whitney Holding Corporation (the "Registrant")
issued the press release attached hereto as Exhibit 99, which is incorporated
herein by reference. The press release relates to the Registrant's 1996 earnings
and is being filed under cover of Form 8-K so as to be incorporated by reference
into the Registrant's filings under the Securities Act of 1933, as amended.
Item 7: Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
----------- -----------
99 Press Release
Signatures
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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 hereunto duly authorized.
WHITNEY HOLDING CORPORATION
-------------------------------------
(Registrant)
By: /s/ Edward B. Grimball
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Edward B. Grimball
Chief Financial Officer and
Executive Vice President
January 24, 1997
Page 2 of 6 Pages
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Exhibit Index
No. Description
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99 Press Release
Page 3 of 6 Pages
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EXHIBIT 99
WHITNEY HOLDING CORPORATION
228 ST. CHARLES AVENUE
NEW ORLEANS, LA 70130
CONTACT: Edward B. Grimball FOR IMMEDIATE RELEASE
504/586-7570
Michael D. Charbonnet
504/552-4591
WHITNEY EARNS $44.1 MILLION IN 1996 BEFORE MERGER RELATED EXPENSES
(New Orleans, January 16, 1997). Whitney Holding Corporation, parent
company of Whitney National Bank, Whitney Bank of Alabama, and Whitney National
Bank of Florida, announced 1996 earnings of $44.1 million, or $2.45 per share,
before recognition of nonrecurring administrative expenses related to the
mergers with The First National Bank in St. Mary Parish, American Bank & Trust,
and Liberty Bank. All financial data related to these mergers, which were
treated as poolings-of-interests, are included in the Whitney financial
statements. After recognition of these nonrecurring before tax merger expenses
of $4.2 million, Whitney earned $40.6 million or $2.26 per share of common
stock. For the fourth quarter of 1996, Whitney earned $12.2 million or $0.68 per
share before merger related expenses.
For the year 1996, the Company had a return on average assets of 1.23%
and a return on average equity of 11.33%, before nonrecurring merger expenses.
Whitney continued to show superior capital strength at December 31, 1996 with a
regulatory Tier 1 risk-based capital ratio of 14.87%, a total risk-based capital
ratio of 16.12%, a leverage ratio of 10.19%, and book equity to total assets of
10.72%.
In addition to the earnings performance and capital strength, there
were further financial highlights during 1996.
- The regular quarterly cash dividend was increased to $0.25 per share
of common stock, which is a $1.00 per share annual rate. Dividends per
share declared in 1996 represent an 18.3% increase over dividends
declared in 1995.
- The Banks continued to experience attractive loan growth with a 28.9%
increase in average loans during 1996. Throughout the year, this growth
occurred in virtually all sectors of the portfolio.
- The Net Interest Margin for the year was a healthy 4.81%.
- At quarter-end, nonaccruing loans were $7.2 million, or 0.35% of
total loans, while total nonperforming assets were $12.3 million or
0.33% of total assets, which represent decreases of 12% and 16%,
respectively from a year ago.
-more-
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Whitney Holding Corporation
Page Two
- The reserve for possible loan losses remains strong at $39.3 million
and 547% of non-accruing loans.
- In March 1996, Whitney completed its merger of First Citizens
BancStock, Inc., parent of The First National Bank in St. Mary Parish,
headquartered in Morgan City, Louisiana with $242 million in assets and
eleven branches.
- In October 1996, the Company completed the mergers with American Bank
& Trust and Liberty Bank, both of Pensacola, Florida. These
acquisitions mark Whitney's entry into the dynamic Florida banking
market.
- In October 1996, the Whitney announced a pending merger with the $210
million asset First National Bankshares of Houma, Louisiana, parent of
First National Bank of Houma. This transaction is expected to conclude
in the first quarter, 1997.
- In November 1996, The Whitney announced a pending merger with the
Gulfport, Mississippi based Merchants Bancshares, Inc., the parent
company of Merchants Bank & Trust Co., which has $207 million in assets
and 13 banking locations along the Mississippi Gulf coast. This
transaction is also expected to conclude in the first quarter, 1997.
Whitney Holding Corporation, whose stock is traded on the NASDAQ
exchange (WTNY), is the holding company for Whitney National Bank, Whitney Bank
of Alabama, and Whitney National Bank of Florida. Whitney National Bank is
headquartered in New Orleans with 61 branches in south Louisiana, Whitney Bank
of Alabama has ten banking offices in Mobile, Montgomery, and the Alabama Gulf
Coast region, and Whitney National Bank of Florida has five branches in the
Pensacola area. The Whitney, which has been in continuous operation since 1883,
has assets of approximately $3.8 billion.
###
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<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
SELECTED FINANCIAL DATA
December 31, 1996
For the Three For the Twelve
Consolidated Months Ended Months Ended
Income Statement Summary December 31, December 31,
(in thousands) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Interest Income (Tax equivalent) $63,518 $60,378 $246,249 $225,756
Interest Expense 23,380 20,434 89,895 75,941
Net Interest Income (Tax equivalent) $40,138 $39,944 $156,354 $149,815
Tax Equivalent Adjustment 1,141 1,065 4,543 4,097
Net Interest Income $38,997 $38,879 $151,811 $145,718
Provision (Reduction) for Possible Loan Losses (5,000) 350 (5,000) (9,380)
Other Income 9,496 8,323 37,322 33,969
Other Expense 35,454 31,577 130,136 122,680
Income Tax Expense 5,808 4,642 19,926 20,855
Net Income before Merger-Related Expenses $12,231 $10,633 $44,071 $45,532
Earnings Per Share before Merger-Related Expenses $0.68 $2.45
Return on Average Assets before Merger-Related Expenses 1.33% 1.23%
Return on Average Equity before Merger-Related Expenses 12.13% 11.33%
Merger-Related Expenses (Net of Taxes) 1,173 3,450
Net Income after Reserve Reduction and Merger Expenses $11,058 $10,633 $40,621 $45,532
Earnings Per Share $0.61 $0.60 $2.26 $2.57
Dividends Per Share, historical Whitney Holding Corporation $0.25 $0.20 $0.97 $0.82
Return on Average Assets after Merger-Related Expenses 1.20% 1.25% 1.14% 1.38%
Return on Average Equity after Merger-Related Expenses 10.97% 11.45% 10.45% 13.05%
Selected Statistical Information:
Tier 1 Risk-Based Capital (12/31) Preliminary 14.87% 17.19%
Total Risk-Based Capital (12/31) Preliminary 16.12% 18.45%
Tier 1 Leverage Capital (12/31) Preliminary 10.19% 10.06%
Equity Capital / Assets (12/31) 10.72% 10.70%
Non-Accruing Loans (12/31) $7,191 $8,161
Other Real Estate Owned, (12/31) 2,765 3,668
In-Substance Foreclosures (12/31) 0 1,257
Total OREO, net (12/31) $2,765 $4,925
Other Non-Performing Assets, including restructured loans (12/31) 2,375 1,622
Total Non-Performing Assets (12/31) $12,331 $14,708
Net Charge Offs (Recoveries) (273) (2,788) ($4,166) ($10,713)
Non-Performing Assets as a percent of Total Assets (12/31) 0.33% 0.42%
Net Interest Margin (Tax equivalent) 4.79% 5.10% 4.81% 5.04%
Book Value Per Share (12/31) $22.53 $21.28
Weighted Average Shares Outstanding and Equivalents 18,064,580 17,824,395 17,981,555 17,683,987
Balance at December 31, YTD Average December 31,
Balance Sheet Summary (in thousands) 1996 1995 1996 1995
Cash and Due From Banks $221,091 $235,221 $189,731 $192,399
Federal Funds Sold 13,400 28,937 23,693 59,644
Securities Held to Maturity 1,179,322 1,251,442 1,272,710 1,400,849
Securities Available for Sale 146,972 224,454 174,213 134,977
Loans Net of Unearned Income 2,064,912 1,649,436 1,778,074 1,379,587
Reserve for Possible Loan Losses (39,343) (40,144) (42,741) (40,271)
Other Assets 188,147 163,365 181,001 165,389
Total Assets $3,774,501 $3,512,711 $3,576,681 $3,292,574
Demand Deposits $934,980 $905,010 $842,168 $827,348
Interest-Bearing Deposits 1,926,901 1,977,160 1,953,054 1,892,768
Federal Funds Purchased and Repurchase Agreements 478,662 227,094 362,534 194,478
Other Liabilities 29,307 27,584 30,070 29,020
Total Liabilities $3,369,850 $3,136,848 $3,187,826 $2,943,614
Shareholders' Equity 404,339 374,362 388,774 350,435
Net Unrealized Gains(Losses)
on Securities 312 1,501 81 (1,475)
Total Shareholders' Equity $404,651 $375,863 $388,855 $348,960
Total Liabilities & Shareholders' Equity $3,774,501 $3,512,711 $3,576,681 $3,292,574
</TABLE>
Note: Prior period financial information presented has been restated for a 1996
acquisition accounted for as a pooling-of-interests.
<TABLE>
<CAPTION>
Fourth Quarter Average
Average Quarterly Balance Sheet Summary (in thousands) 1996 1995
<S> <C> <C>
Cash and Due From Banks $175,495 $189,104
Federal Funds Sold 22,812 48,053
Investment in Securities 1,378,659 1,485,442
Loans Net of Unearned Income 1,938,772 1,530,005
Reserve for Possible Loan Losses (44,173) (38,492)
Other Assets 188,308 163,731
Total Assets $3,659,873 $3,377,843
Demand Deposits $855,887 $846,020
Interest-Bearing Deposits 1,907,820 1,917,746
Federal Funds Purchased and Repurchase Agreements 465,648 213,062
Other Liabilities 30,538 32,492
Total Liabilities $3,259,893 $3,009,320
Total Shareholders' Equity $399,980 $368,523
Total Liabilities & Shareholders' Equity $3,659,873 $3,377,843
</TABLE>
