<PAGE>
May 14, 1998
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 March 31,
1998.
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 March 31, 1998
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 21,939,904 shares were
outstanding on April 30, 1998.
An exhibit index appears on page 19.
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION
TABLE OF CONTENTS
Page
- ----------------------------------------------------------------------------------------------------------------------
PART I. Financial Information
Item 1: Financial Statements:
<S> <C>
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..........................................................................9
- ----------------------------------------------------------------------------------------------------------------------
PART II. Other Information
Item 6: Exhibits and Reports on Form 8-K..................................................................19
- ----------------------------------------------------------------------------------------------------------------------
Signatures.................................................................................................21
</TABLE>
Page 2 of 22 Pages
<PAGE>
<TABLE>
<CAPTION>
ITEM 1. Financial Statements
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands) March 31, December 31,
ASSETS 1998 1997
-----------------------------
<S> <C> <C>
Cash and due from financial institutions.................................................. $ 247,437 $ 221,318
Investment in securities:
Securities available for sale ....................................................... 93,492 103,253
Securities held to maturity (fair value of $1,114,632 in 1998 and $1,179,631 in 1997) 1,101,089 1,165,035
Federal funds sold and short-term investments............................................. 100,000 500
Loans..................................................................................... 2,602,861 2,647,578
Less reserve for possible loan losses..................................................... 41,407 42,805
-----------------------------
Loans, net............................................................................. 2,561,454 2,604,773
Bank premises and equipment, net.......................................................... 139,788 138,164
Other real estate owned, net.............................................................. 1,671 2,661
Accrued income receivable................................................................. 31,781 32,562
Other assets.............................................................................. 48,383 44,721
-----------------------------
TOTAL ASSETS.................................................................... $4,325,095 $4,312,987
=============================
LIABILITIES
Deposits:
Non-interest-bearing demand deposits................................................. $1,051,156 $1,060,793
Interest-bearing deposits............................................................ 2,440,604 2,449,930
-----------------------------
Total deposits................................................................... 3,491,760 3,510,723
Federal funds purchased and securities sold under repurchase agreements................... 305,559 289,603
Dividends payable......................................................................... 6,259 5,820
Other liabilities......................................................................... 32,037 28,113
-----------------------------
TOTAL LIABILITIES............................................................... $3,835,615 $3,834,259
-----------------------------
SHAREHOLDERS' EQUITY
Common stock.............................................................................. $ 2,800 $ 2,800
Capital surplus........................................................................... 121,928 119,600
Retained earnings......................................................................... 374,077 365,939
Accumulated other comprehensive income (loss)............................................. (344) (366)
-----------------------------
Total........................................................................... 498,461 487,973
Treasury stock at cost, 315,787 shares in 1998 and 346,344
shares in 1997, and unearned restricted stock compensation............................. 8,981 9,245
-----------------------------
TOTAL SHAREHOLDERS' EQUITY...................................................... $ 489,480 $ 478,728
-----------------------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY...................................................... $4,325,095 $4,312,987
=============================
The accompanying notes are an intergral part of these financial statements.
</TABLE>
Page 3 of 22 Pages
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per-share amounts) FOR THE THREE MONTHS
ENDED MARCH 31,
1998 1997
---------- -----------
INTEREST INCOME
<S> <C> <C>
Interest and fees on loans........................................ $54,027 $47,604
Interest and dividends on investments:
U.S. Treasury and agency securities......................... 11,339 15,213
Mortgage-backed securities.................................. 6,400 4,451
Obligations of states and political subdivisions............ 1,710 1,934
Federal Reserve stock and other corporate securities........ 97 65
Interest on federal funds sold and short-term investments......... 1,070 815
---------- -----------
TOTAL................................................. $74,643 $70,082
---------- -----------
INTEREST EXPENSE
Interest on deposits.............................................. $22,626 $20,659
Interest on federal funds purchased and securities
sold under repurchase agreements............................ 3,752 5,446
---------- -----------
TOTAL................................................. $26,378 $26,105
---------- -----------
Net interest income............................................... $48,265 $43,977
Provision for possible loan losses................................ 0 188
---------- -----------
Net interest income after provision for possible loan losses...... $48,265 $43,789
---------- -----------
NON-INTEREST INCOME
Gain on sale of securities........................................ $ - $ -
Other non-interest income......................................... 12,600 10,808
---------- -----------
TOTAL................................................. $12,600 $10,808
---------- -----------
NON-INTEREST EXPENSE
Salaries and employee benefits.................................... $20,852 $19,541
Occupancy of bank premises, net................................... 3,177 3,024
Other non-interest expenses....................................... 15,581 15,949
---------- -----------
TOTAL................................................. $39,610 $38,514
---------- -----------
Income before income taxes........................................ $21,255 $16,083
Income tax expense................................................ 6,859 5,296
---------- -----------
Net income........................................................ $14,396 $10,787
========== ===========
Earnings per share................................................ $0.69 $0.52
Earnings per share , assuming dilution............................ $0.68 $0.52
Weighted average shares outstanding............................... 20,834,981 20,581,318
Weighted average shares, assuming dilution........................ 21,060,170 20,718,543
The accompanying notes are an intergral part of these financial statements.
</TABLE>
Page 4 of 22 Pages
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Three Months Ended
March 31, 1998
1998 1997
------------------------------------
Cash flows from operating activities:
<S> <C> <C>
Net income.............................................................. $ 14,396 $ 10,787
Adjustments to reconcile net income to cash provided by (used in)
operating activities:
Depreciation......................................................... 3,614 3,120
Provision for possible loan losses................................... - 188
Provision for losses on OREO and other problem assets................ 31 -
Amortization of intangible assets and unearned restricted stock
compensation...................................................... 1,280 896
Amortization of premiums and discounts on investment securities, net. 271 1,039
Net gains on sales of OREO and other property........................ (237) (11)
Deferred tax expense (benefit)....................................... 376 (581)
Increase (Decrease) in accrued income taxes.......................... 5,856 5,395
(Increase) Decrease in accrued income receivable and other assets.... (2,695) (3,447)
Increase (Decrease) in accrued expenses and other liabilities........ (1,704) (995)
------------------------------------
Net cash provided by operating activities............................ $ 21,188 $ 16,391
------------------------------------
Cash flows from investing activities:
Proceeds from maturities of investment securities held to maturity...... $ 136,429 $ 248,734
Proceeds from maturities of investment securities available for sale.... 9,696 49,106
Purchases of investment securities held to maturity..................... (72,648) (265,079)
Purchases of investment securities available for sale................... - (11,984)
Net (increase) decrease in loans........................................ 43,225 (4,962)
Net (increase) decrease in federal funds sold and short-term investments (99,500) 23,019
Proceeds from sales of OREO and other property.......................... 1,323 66
Capital expenditures.................................................... (5,770) (7,362)
Other................................................................... (394) 465
------------------------------------
Net cash provided by (used in) investing activities..................... $ 12,361 $ 32,003
------------------------------------
Cash flows from financing activities:
Net increase (decrease) in non-interest-bearing demand deposits......... $ (9,637) $ (25,689)
Net increase (decrease) in interest-bearing deposits other than
time deposits........................................................ 8,851 (2,879)
Net increase (decrease) in time deposits................................ (18,177) 18,069
Net increase (decrease) in federal funds purchased and securities sold
under repurchase agreements.......................................... 15,956 (63,177)
Sale of common stock under employee savings plan and dividend
reinvestment plan.................................................... 1,474 1,025
Exercise of stock options............................................... 543 343
Options returned to fund employee tax liability on exercise............. (620) -
Dividends paid.......................................................... (5,820) (4,489)
Dividends paid, pooled entities......................................... - (580)
------------------------------------
Net cash provided by (used in) financing activities..................... $ (7,430) $ (77,377)
------------------------------------
Net increase (decrease) in cash and cash equivalents....................... $ 26,119 $ (28,983)
Cash and cash equivalents at the beginning of the period................... 221,318 245,261
------------------------------------
Cash and cash equivalents at the end of the period......................... $ 247,437 $ 216,278
====================================
Interest income received................................................... $ 75,424 $ 69,043
====================================
Interest expense paid...................................................... $ 26,412 $ 26,422
====================================
Net federal income taxes paid.............................................. $ 33 $ 253
====================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
Page 5 of 22 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. In preparing this quarterly report, all adjustments have been made
which, in the opinion of management, are necessary to fairly state the financial
results for the interim periods presented. 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-K for the year ended December 31, 1997.
CONSOLIDATION
The consolidated financial statements of the Company include the
accounts of Whitney Holding Corporation and its wholly-owned subsidiaries,
Whitney National Bank (the "Bank") and Whitney Community Development
Corporation. From 1994 through 1997, the Company operated as a multi-bank
holding company. In January 1998, the Company merged all of its separately
chartered banking operations into Whitney National Bank.
RESTATEMENT AND RECLASSIFICATION
Prior period information has been restated to give effect to a merger
completed in April 1997 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.
USE OF ESTIMATES
To prepare financial statements in conformity with generally accepted
accounting principles, management is required to develop estimates that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the amounts
of revenues and expenses to be reported for the periods presented in the
financial statements. Actual results could differ from those estimates.
EARNINGS PER SHARE
During 1997 the Financial Accounting Standards Board ("FASB") issued a
statement that revised and simplified the standards for the calculation of
earnings per share ("EPS"). Under these standards, which became effective for
the period ended December 31, 1997, the Company reports two measures of EPS. The
basic EPS measure is calculated by dividing income available to common
shareholders by the weighted-average number of common shares outstanding for the
applicable period, without adjustment for potential common shares outstanding in
the form of options, warrants, convertible securities or contingent stock
agreements. The second measure of EPS incorporates the dilutive effect of
potential common shares by increasing the number of common shares outstanding
used in the basic calculation by the number of additional shares that would have
been outstanding if the dilutive potential common shares had been issued, all as
determined using the treasury stock method where appropriate. The new standards
have been applied to the calculation of EPS for all periods presented.
In calculating both measures of EPS, the Company's reported net income
equals income available to common shareholders. The potential common shares that
are factored into the calculation of the weighted-average shares outstanding for
the diluted EPS measurement consist only of unexercised stock options that the
Company has granted to employees and directors.
RECENT PRONOUNCEMENTS
Page 6 of 22 Pages
<PAGE>
In February 1998, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits." While this statement amends and expands the disclosure
requirements of existing accounting standards, it does not address accounting
measurement or recognition and will not impact the Company's financial position
or results of operations. The expanded disclosures will first be presented in
the Company's annual report for the year ending December 31, 1998.
In 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of
an Enterprise and Related Information." SFAS No. 131 establishes standards for
reporting information about a company's operating segments and requires that
reportable segments be identified based on how management organizes the
company's operations and related financial information for decision-making
purposes and performance assessment. The provisions of SFAS No. 131 are
effective for 1998, but the required disclosures need not be provided in interim
financial statements during the initial year.
2) COMPREHENSIVE INCOME
SFAS No. 130, "Reporting Comprehensive Income," which is effective for
1998, establishes standards for the reporting and display of comprehensive
income as part of a full set of financial statements. Comprehensive income for a
period encompasses net income and all other changes in a company's equity other
than from transactions with the company's owners. For the quarters ended March
31, 1998 and 1997, comprehensive income was comprised of the following:
1998 1997
-------- --------
Net income for the quarter $ 14,396 $ 10,787
Other comprehensive income:
Unrealized holding gain (loss)
on securities available for sale,
net of tax effect of $6 in 1998
and $370 in 1997 (12) ( 688)
Amortization of unrealized holding
(gain) loss at transfer of
securities from available for sale
to held to maturity, net of tax
effect of ($17)in 1998 and
($17) in 1997 34 35
Reclassification adjustment, net of
tax, for held to maturity
securities amortization
included in net income (34) (35)
-------- --------
Total comprehensive income for the
quarter $ 14,384 $ 10,099
======== ========
3) MERGERS AND ACQUISITIONS
In March 1998, the Company announced that it had entered into a
definitive agreement to merge with The First National Bancorp of Greenville,
Inc., the holding company for The First National Bank of Greenville, Alabama
which has three branches and approximately $117 million in assets. The merger is
subject to approval by First National Bancorp shareholders, approval from
appropriate regulatory agencies and other customary conditions to closing.
The Company expects to complete a merger with Louisiana National
Security Bank ("LNSB") of Donaldsonville in May of 1998. LNSB operates three
banking offices in Ascension Parish, Louisiana and has total assets of
approximately $105 million, $52 million in loans, total deposits of $92 million
and shareholders' equity of $13 million. This transaction
Page 7 of 22 Pages
<PAGE>
is priced at approximately $32 million. This merger is intended to qualify as a
tax-free reorganization and will be accounted for as a pooling of interest.
On April 24, 1998, the Company completed its merger with Meritrust
Federal Savings Bank ("Meritrust") of Thibodaux, Louisiana. Meritrust operated
eight banking offices in southeast Louisiana and had total assets of
approximately $234 million, $121 million in loans, total deposits of $210
million and shareholders' equity of $20 million. The price of the transaction
was $60.5 million and Meritrust shareholders received approximately 1.1 million
shares of Company common stock at the closing. This merger was accounted for as
a pooling of interests.
In April 1997, the Company merged with Merchants Bancshares, Inc., the
parent of Merchants Bank & Trust Company ("MB&T") of Gulfport, Mississippi.
MB&T, with operations along the Mississippi Gulf Coast, which had total assets
of approximately $208 million, deposits of $188 million and shareholders' equity
of $17 million. The transaction was priced at approximately $52 million and
Merchants Bancshares shareholders received approximately 1.45 million shares of
Company common stock at the closing. The merger was accounted for as a pooling
of interests.
In February 1997, the Company completed a merger with First National
Bankshares, Inc. ("FNB"), the parent of First National Bank of Houma ("FNBH").
FNBH, with operations in Terrebonne Parish, Louisiana, had total assets of
approximately $235 million, $126 million in loans, total deposits of $210
million and shareholders' equity of $18 million. The price of this transaction
was $41 million. FNB shareholders received approximately 1.13 million shares of
Whitney Holding Corporation common stock at the closing. This merger was also
accounted for as a pooling of interests.
Page 8 of 22 Pages
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SUMMARY
Whitney Holding Corporation earned $14.4 million for the first quarter
of 1998 or $0.69 per share. For the first quarter of 1997, the Company earned
$10.8 million or $0.52 per share. Excluding the effect of merger related
expenses, earnings for the first quarter of 1997 were $11.6 million or $0.56 per
share.
Taxable-equivalent net interest income increased $4.2 million or 9.3%
between the first quarters of 1997 and 1998, and the taxable-equivalent net
interest margin increased to 5.13% from 4.86% between these periods. Noninterest
income improved by $1.8 million or 16.6% in the first quarter of 1998 from the
same period in 1997, while non-interest expense, including all merger-related
expenses, increased $1.1 million or 2.8% between these periods.
The following compares the Company's annualized return on average total
assets and its return on average shareholders' equity for the three month
periods ended March 31, 1998 and 1997.
1998 1997
------ ------
Return on average assets:
First quarter -
Total return 1.36% 1.05%
Return before merger expenses 1.36% 1.14%
Return on average shareholders' equity:
First quarter -
Total return 12.02% 9.83%
Return before merger expenses 12.02% 10.59%
For the first quarter of 1998, average earning assets were $3.90
billion, a net increase of $133 million or 3.5% from $3.77 billion in the first
quarter of 1997. Average loans outstanding grew $322 million or 14% between the
first quarters of 1997 and 1998. The growth in the loan portfolio was partly
funded by maturities of investment securities and the total average investment
in securities in 1998 decreased $208 million for the first quarter as compared
to 1997. At March 31, 1998, earning assets totalled $3.90 billion compared to
$3.92 billion at December 31, 1997.
Average total deposits increased $233 million or 7.2% to $3.45 billion
in the first quarter of 1998 compared to $3.22 billion in the first quarter of
1997. Total deposits at March 31, 1998 were $3.49 billion, a slight decrease
from the $3.51 billion balance at year end 1997. Short-term funds obtained
through purchases of federal funds and sales of securities under repurchase
agreements, net of funds used in sales of federal funds and short-term liquidity
management investments, decreased on average by $152 million or 39% for the
first quarter of 1998 when compared to 1997. The net increase in the Company's
average deposits and short-term funds position of $81 million for the first
quarter of 1998 supported the growth in average loans for this period as
compared to 1997.
Non-performing assets decreased $2.3 million in the first three months
of 1998 from year end 1997 to $11.0 million at March 31, 1998. The quarter-end
total was $5.8 million or 35% below the level of non-performing assets at March
31, 1997. The reserve for possible loan losses was $41.4 million on March 31,
1998, an amount which represented 534% of total nonaccruing loans and 1.6% of
total loans. At year end 1997, the reserve coverage was 475% of nonaccruing
loans and 1.6% of total loans.
On February 18, 1998 the Company declared a first quarter dividend of
$0.30 per share of common stock, payable April 1, 1998. This is a 7.1% increase
over the $0.28 dividend declared by the Company in each quarter of 1997.
Page 9 of 22 Pages
<PAGE>
FINANCIAL CONDITION
Loans
The Company continued to increase its overall loans outstanding in the
first quarter of 1998. Average loans grew to $2.59 billion in 1998 or an
increase of $322 million or 14% over the $2.26 billion outstanding in the same
period of 1997. The loan growth between these periods reflects both the
Company's expansion into Gulf Coast markets and the continued favorable economic
conditions in the Company's overall market area, which primarily includes the
southern portions of Louisiana, Mississippi and Alabama and the western Florida
panhandle, as well as the impact of a focused effort to market the Company's
retail and commercial loan products. Total loans outstanding of $2.60 billion at
March 31, 1998 were $46 million or 1.7% below the total at year end 1997
primarily as a result of seasonal decreases during the first quarter.
All categories of loans experienced growth from the end of the first
quarter of 1997 to the end of the first quarter of 1998. Commercial loans other
than those secured by real estate increased approximately $96 million or 9.7%
between these dates. The overall increase in commercial loans was well
distributed over a number of different industries, including loans to entities
involved in manufacturing, wholesaling, retailing, and natural resource
exploration and development. Loans secured by commercial and other non-retail
residential mortgage loans increased approximately $131 million or 19%. This
growth came both from loans on income producing properties as well as from loans
secured by other real estate used in commercial operations. Retail mortgages
grew by approximately $92 million or 24% between these dates, largely as a
result of the continued successful marketing of retail loan products that have
been introduced in recent years as an alternative to the conventional mortgage
loan products that the Company originates for sale in the secondary market.
Loans to individuals, which include various consumer installment and credit line
loan products, increased $8 million or approximately 3.7%.
Deposits and Short-Term Borrowings
The Company's average total deposits increased $233 million or 7.2% in
the first quarter of 1998 when compared to the same period in 1997. As is shown
in Table 1 on page 17, in 1998 average non-interest-bearing demand deposits
increased $78 million or 8.3% for the first quarter when compared to 1997.
Factors that contributed to this increase include the successful promotion of
newer small business and personal checking account products throughout the
Company's expanding market area as well as the attraction of deposits to new
branch locations opened during 1998 and recent years.
Table 1 also shows that average interest-bearing deposits have
increased $155 million or 6.8% between the first quarter of 1997 and 1998. First
quarter average savings, NOW and money market account deposits increased a net
$100 million or 7.9% between 1997 and 1998. The success of continuing periodic
campaigns to promote a premium money market product first introduced in 1996 was
primarily responsible for this deposit growth. Total money market account
deposits grew $155 million or 47% in 1998's first quarter as compared to 1997.
Between 1997 and 1998, average regular savings deposits decreased $37 million or
7.6% for the first quarter. Average NOW account deposits were also lower in 1998
as compared to 1997, decreasing approximately $19 million or 4.2% for the first
quarter. A portion of the year-to-year decreases in regular savings and NOW
account deposits is attributable to funds moving to the premium money market
product.
The time deposit category, which includes both core time deposits of
under $100,000 and time deposits of $100,000 and over, showed a net increase of
approximately $56 million or 5.5% for the first quarter of 1998. Within this
category, core deposits decreased $43 million or 7.6% for the quarter while
other deposits had a quarterly increase of $99 million or 22%. The increase in
other time deposits in 1998 resulted primarily from the solicitation of
collateralized public fund deposits as an alternative to broker repurchase
agreement borrowings.
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 activity as well
Page 10 of 22 Pages
<PAGE>
as part of the Company's services to correspondent banks and certain other
customers. With the growth in average deposits and, as discussed below, the
reduction in the average investment in securities providing significant funding
for the growth in average loans between the first quarters of 1997 and 1998, the
Company's average short-term borrowings decreased $133 million or 30% between
these periods. The Company's average short-term borrowing position, net of
short-term funds, decreased $152 million for the first quarter in 1998 compared
to the same period in 1997.
Investment in Securities
The Company's total investment in securities decreased $73 million to
$1.19 billion at March 31, 1998 compared to $1.27 billion at December 31, 1997.
The average total investment securities portfolio decreased $208 million or
14.4% between the first quarter of 1997 and the first quarter of 1998. Funds
provided by maturing investment securities, in particular U. S. Treasury
securities, have been used to partially satisfy increased loan demand in recent
years. Also in recent years, the Company has gradually used its reinvestment
opportunities to increase the percentage of the overall portfolio invested in
higher yielding mortgage-backed issues, obligations of states and
municipalities, and U. S. government agency securities and to reduce its
emphasis on U. S. Treasury securities.
The weighted-average expected maturity of the overall portfolio of
securities was 45 months at March 31,1998 as compared to 42 months at March 31,
1997. As is shown in Table 1, the weighted-average taxable-equivalent portfolio
yield increased 32 basis points to 6.63% for the first quarter of 1998 when
compared to the same period in 1997.
Securities classified as available, which are reported at their
estimated fair values, represented approximately 8% of the total investment
portfolio at March 31,1998 and at year end 1997. The net unrealized gains or
losses on these securities are reported, net of tax, as a separate component of
shareholders' equity. At both year end 1997 and quarter end 1998, the net
unrealized gain was approximately $0.3 million. The remaining portfolio
securities are classified as held to maturity and are reported at amortized
cost. During 1997, securities that had been classified by various pooled
entities as available for sale were transferred to the held to maturity category
in accordance with the investment policies and practices of the Company. These
transfers were recorded at fair value. The unrealized gains and losses at the
transfer dates, which are included net of tax as a component of shareholders'
equity, were insignificant.
Bank Premises and Equipment
The net investment in bank premises and equipment at March 31, 1998 of
$140 million represents a $2 million increase from the level at year end 1997
and a $17 million or 14% increase from March 31, 1997. In recent years and
continuing into 1998, the Company accelerated the expansion of its branch and
automated teller machine networks, the renovation or replacement of existing
branch facilities, and the enhancement of its facilities for support operations.
Between March 31, 1997 and March 31, 1998, the Company completed or began
construction on eleven new branch locations throughout its market area,
including a new administrative headquarters for the Alabama region. During 1997
the Company also substantially completed the upgrade of its branch delivery
system and its office automation system.
Asset Quality
As is shown in Table 2 on page 18, total non-performing assets
decreased to $11.0 million at March 31, 1998 from $13.3 million on December 31,
1997. The 1998 quarter-end total is $5.8 million or 35% below the level of
non-performing assets at March 31, 1997. The Company recovered $1.5 million of
previously charged-off loans in the first quarter of 1998. As is shown in Table
3 on page 18, over the same period the Company identified $2.9 million of loans
to be charged off as uncollectible against the reserve for possible loan losses,
resulting in a net charge-off for the first quarter of $1.4 million. In 1997,
the Company had a net charge-off of $0.8 million in the first quarter.
The reserve for possible loan losses is maintained at a level believed
by management to be adequate to absorb potential losses in the portfolio. During
1997, a small total provision of $0.2 million was made by pooled entities prior
to their mergers with the Company. No provision for possible loan losses was
made in the first quarter of 1998. The reserve for possible loan losses
represented 534% of nonaccruing loans and 443% of non-performing loans at March
Page 11 of 22 Pages
<PAGE>
31, 1998. At year end 1997 this reserve coverage was 475% of nonaccruing loans
and 405% of non-performing loans. The reserve for possible loan losses
represented 1.59% of total loans at March 31, 1998 and 1.62% at December 31,
1997.
Whitney National Bank has several property interests which were
acquired through routine banking transactions generally prior to 1933 and which
are carried in its financial records at a nominal value. Management continually
investigates ways to maximize the return on these assets. Operating income from
these property interests, primarily from oil and gas royalties and real estate
operations, was approximately $247 thousand for the first three months of 1998
compared to $226 thousand for the first three months of 1997. Future
dispositions of these assets may result in the recognition of substantial gains.
Capital Adequacy
The regulatory capital ratios for the Company and Whitney National Bank
are compared in the accompanying table to the minimums that are currently
required under capital adequacy standards imposed by their regulators and those
that banks must maintain to be eligible for a "well capitalized" classification
under the prompt corrective action regulatory framework. Note that the December
31, 1997 information for the Bank was calculated as if the January 1998 merger
of the Company's multi-state banking subsidiaries had already been effective.
The Company's and the Bank's risk-based capital ratios increased between
December 31, 1997 and March 31, 1998 and all ratios continued well in excess of
the minimum requirements. The increases between these dates are the result of
growth in regulatory capital through retained earnings coupled with a stable
level of total risk-weighted assets.
<TABLE>
<CAPTION>
Minimum Minimum for
March 31, December 31, Capital Adequacy "Well Capitalized"
1998 1997 Standard Classification
-------------------------------------------------------------------------------
(dollars in thousands)
Tier 1 risk-based capital ratio:
<S> <C> <C> <C> <C>
Company 15.22% 14.84% 4.00% n/a
Whitney National Bank 14.94% 14.63% 4.00% 6.00%
Total risk-based capital ratio:
Company 16.47% 16.10% 8.00% n/a
Whitney National Bank 16.20% 15.88% 8.00% 10.00%
Tier 1 leverage capital ratio:
Company 10.95% 10.72% 4.00% n/a
Whitney National Bank 10.75% 10.55% 4.00% 5.00%
Total risk-weighted assets:
Company $3,098,000 $3,099,000
Whitney National Bank $3,095,000 $3,094,000
</TABLE>
Page 12 of 22 Pages
<PAGE>
RESULTS OF OPERATIONS
Net Interest Income
Taxable-equivalent net interest income in 1998 increased $4.2 million
or 9.3% for the first quarter when compared to the same period in 1997. The net
interest margin increased to 5.13% for 1998's first quarter, an increase of 27
basis points over the 4.86% margin in the same period in 1997. A combination of
factors contributed to these changes, the components of which are detailed in
Table 1 on page 17.
Taxable-equivalent loan interest income increased $6.5 million or 13.5%
for the first three months of 1998 when compared to the same period in 1997.
This increase was the result of the growth in average loans outstanding, growth
which totalled $322 million or 14.2% for the first quarter of 1998 when compared
with the first quarter of 1997. The increase in interest income from loan growth
was partially offset by the impact of a moderate 5 basis point decrease in the
effective loan yield from 8.55% in 1997 to 8.50% in 1998. The decrease in the
effective loan yield is consistent with a relatively stable market interest rate
environment that continues to afford borrowers favorable repricing opportunities
and with active competition among lenders to satisfy the loan demand of a
healthy market area economy.
Taxable-equivalent interest income on investments securities for 1998's
first quarter decreased $2.2 million or 9.9% from the first quarter of 1997.
This decrease is the result of the reduction in the average investment in
securities between 1997 and 1998, which totalled $208 million or 14.2% for the
first quarter. The effective investment portfolio average yield increased 32
basis points to 6.63% for the first quarter of 1998, primarily as a result of
higher yields obtained on reinvestment and a moderate shift in the portfolio mix
toward mortgage-backed issues and away from U.S. Treasury securities. Market
interest rates were relatively stable during 1997, moderating somewhat into
1998. The Company, however, has structured the maturities of its investment
portfolio in a way that reduces the sensitivity of its effective yield to
current market conditions.
The net increase in total taxable-equivalent interest income between
1997 and 1998 was $4.5 million or 6.3% for the first quarter. The overall
effective earning-asset yield in the first quarter of 1998 was 7.84% or 20 basis
points above the 7.64% yield in 1997.
Interest expense was little changed between the first quarters of 1997
and 1998, increasing $0.3 million or 1.0%. Total interest-bearing liabilities
increased on average a net $22 million or 0.8% in the 1998 quarter compared to
1997, as $155 million of growth in average interest-bearing deposits was largely
offset by a $133 million decrease in average short-term borrowings. As discussed
earlier, the overall growth in interest-bearing deposits was primarily a
function of the success of a premium money market product. The growth in this
deposit product is also reflected in the moderate increase in the overall cost
of funds for interest-bearing deposits, which rose 9 basis points to 3.76% for
the first quarter of 1998 compared to 3.67% for the same period in 1997. As
shown in Table 1, the cost of short-term borrowings decreased 10 basis points
between the first quarters of 1997 and 1998, and the overall cost of funds rate
on interest-bearing liabilities was stable between these periods at 3.88% for
1998 and 3.87% for 1997.
Page 13 of 22 Pages
<PAGE>
Other Income and Expense
Non-interest income increased $1.8 million or 16.6% for the first
quarter of 1998 when compared to the same period in 1997. Gains on sales of
foreclosed assets and other non-recurring income totalled $0.2 million in the
first quarter of 1998 compared to $0.6 million in 1997.
Income from service charges on deposit accounts, which accounted for
approximately half of recurring non-interest income in each of these quarterly
periods, increased $0.4 million or 8.4% in the first quarter of 1998 as compared
to 1997. This increase can be attributed mainly to changes in the rate schedule
for certain deposit services.
Between the first quarters of 1997 and 1998, fee income from credit
card transaction operations increased by approximately $0.6 million or 39%,
reflecting both economic conditions as well as successful marketing efforts.
Successful marketing throughout an expanding market area is also reflected in
the increase in trust services income of $0.6 million or 53% between these
periods. Income from trust investment management services has also benefited
from the strong performance of the financial markets in recent years. The
Company's secondary mortgage market lending operations generated an increase in
income of $0.2 million or 116% for the first quarter of 1998 compared to the
same period in 1997. A healthy economy, market interest rates that favor home
sales and present refinancing opportunities, and the Company's allocation of
additional resources to its mortgage banking operations all contributed to the
strong performance in this income category.
Most other categories of non-interest income registered solid increases
in the first quarter of 1998 compared with 1997. These include a 30% increase in
income from services to support customers' international business, a 41%
increase in fees for investment services provided to correspondent banks and
other customers, and a 12% increase in fee income from the Company's expanding
ATM network.
Non-interest operating expenses, excluding merger-related expenses,
were $39.6 million for the first quarter of 1998 and $37.6 million in 1997, an
increase of $2.1 million or 5.5%.
Salaries and employee benefits expense totalled $20.8 million for the
first quarter of 1998 and $19.3 million for 1997, excluding merger-related
expenses. This represents an increase of $1.5 million or 7.8%. Executive
incentive compensation increased approximately $0.7 million in 1998 compared to
1997, partly as a result of a $0.4 million increase in stock-based incentive
compensation that relates to awards granted during 1997. The remaining
quarter-to- quarter increase of approximately $0.8 million or 4.1% is
attributable to regular merit increases, the cost of staffing the expanding
branch network and other staff additions, and to the net change in the cost of
various employee benefit and incentive programs.
Non-interest expenses other than personnel-related expenses decreased
$0.2 million or 1.1% between the first quarter of 1997 and the first quarter of
1998. Excluding merger expenses reported in 1997, there was a quarterly increase
in 1998 of $0.5 million or 2.8%.
Occupancy expense increased $0.2 million or 5.1% for the first quarter
of 1998 as compared to 1997. This increase is mainly attributable to additional
branches and other new facilities opened during 1997 and 1998.
Excluding the merger expenses in 1997, the remaining net increase in
non-personnel-related expenses was approximately $0.4 million or 2.3% for the
first quarter of 1998 as compared to 1997. Credit card transaction processing
expenses increased $0.4 million or 39% between these periods, an increase which
is consistent with the growth in related fee income discussed above. Also
contributing to the overall increase were additional costs incurred to furnish,
equip and service the new banking facilities, to establish and maintain voice
and data communication links throughout the Company's expanded service area, to
replace and upgrade the branch delivery system, including providing necessary
training, and to install a standardized office automation network. Partially
offsetting these increased expenses were savings realized in connection with the
periodic negotiation of certain service contracts and a net reduction in Federal
Reserve Bank processing charges.
The Company and its merger candidates incur various nonrecurring costs
to complete merger transactions and to consolidate operations subsequent to a
merger. These include change in control payments and other employment-related
costs, investment banker fees, fees for various professional services, and
losses related to obsolescence and contract cancellations. The Company reported
approximately $1.0 million in merger-related expenses for the first quarter of
1997 and none for 1998's first quarter.
Page 14 of 22 Pages
<PAGE>
Income Taxes
The Company provided for income taxes at an overall effective rate of
32.3% for the first quarter in 1998 compared to 32.9% for the same period in
1997. 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.
ASSET/LIABILITY MANAGEMENT
The Company maintains an asset/liability management process which has
as its focus the development and implementation of strategies in the funding and
deployment of the Company's resources which are expected to maximize soundness
and profitability over time. These strategies reflect the goals set by the
Company for capital adequacy, liquidity, and the acceptable levels of risk
established in Company policies. As part of this process the Company uses an
earnings simulation model to analyze how its net interest income and net income
would change in response to changes in market interest rates. The simulation
model incorporates management's expectations regarding loan demand, deposit
product preferences, pricing and funds availability, prepayment rates, and the
spread of rates between different financial instruments, among other factors.
Interest rate change scenarios of plus and minus 100, 200 and 300 basis points
are run in the model against the Company's balance sheet and the results of
these simulations show the impact on the Company's future earnings and on the
discounted cash value of its balance sheet. Management has established policy
limits which are used to monitor the results of these tests. Should these
simulations yield changes that are not within limits, management would evaluate
the desirability of altering the loan and deposit portfolios of the Company or
of taking other steps to return the Company to policy limits. The simulations
run at March 31, 1998 yielded results that were all within policy limits and
showed no material impact on earnings or net asset values. These simulated
results also show no significant negative impact on the Company's liquidity
position.
LIQUIDITY AND OTHER MATTERS
The Company and the Bank 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 portfolio. The
funds provided by current operations and expected from future loan repayments
are also considered in the liquidity management process.
The Bank enters 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 Bank have accessed long-term debt markets as part of liquidity
management.
The consolidated statements of cash flows on page 5 provide a
summarized view of the Company's uses and sources of liquidity for the
three-month periods ended March 31, 1998 and 1997. The Company generated $21
million in liquid funds from operations for the first three months of 1998 and
paid total dividends of $5.8 million. A major source of liquid funds during the
first three months of 1998 was unreinvested maturities of investment securities
totalling $73 million. Also providing funds for the first quarter of 1998 was a
net reduction in loans of approximately $43 million. Much of the funds provided
from investment maturities and loan reductions served to increase short-term
liquidity as shown by the $99 million increase in federal funds sold and
short-term investments. This increase in liquidity is expected to support
near-term loan growth after certain seasonal paydowns.
Total deposits, which are discussed in more detail below, decreased
slightly during the first three months of 1998, using $18 million of funds
during this period. At the same time, short-term borrowings of federal funds and
sales of securities under repurchase agreements increased $16 million.
Average core deposits, defined as all deposits other than time deposits
of $100,000 or more, increased by $134 million between the first three months of
1998 and 1997. Growth in average non-interest-bearing demand deposits of $77
million in 1998 and net growth of $100 million in average interest-bearing
checking, savings and money market account deposits for the same period was
offset by a $43 million decrease in core time deposits. Other time deposits
increased on average by $99 million for the first quarter in 1998 as compared to
1997, primarily as an alternative source of funds to short-term repurchase
agreement borrowings.
Page 15 of 22 Pages
<PAGE>
As of March 31, 1998, the portfolio of investment securities held to
maturity was expected to generate approximately $352 million of principal cash
flow within one year. An additional $93 million of investment securities was
classified as available for sale at the end of 1998's first quarter, although
management's determination of this classification does not derive primarily from
liquidity considerations.
The Bank had approximately $1.2 billion in unfunded loan commitments
and lines of credit outstanding at March 31, 1998, unchanged from the level at
December 31, 1997. Because commitments and unused credit lines may, and many
times do, expire without being drawn upon, unfunded balances do not represent
actual future liquidity requirements. Draws by customers against these
commitments are not expected to place any unusual strain on the Company's
liquidity position.
FORWARD - LOOKING STATEMENTS
Certain statements in this form 10-Q regarding future expectations may
be regarded as "forward-looking statements" within the meaning of the Securities
Litigation Reform Act. Although the Company believes that its expectations are
based on reasonable assumptions, it can give no assurance that its goals will be
achieved. Important factors that could cause actual results to differ materially
from those forward-looking statements include the timing and extent of changes
in interest rates, actions of government regulators and other economic factors.
Page 16 of 22 Pages
<PAGE>
<TABLE>
<CAPTION>
TABLE 1.
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE
(dollars in thousands)
FIRST QUARTER ENDED MARCH 31,
1998 1997
----------------------------------------------------------------
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
----------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Loans (tax equivalent) (1),(2)................... $2,586,827 $54,220 8.50 % $2,264,834 $47,760 8.55 %
----------------------------------------------------------------
U. S. Treasury securities......................... $277,577 $4,461 6.52 % $554,018 $7,989 5.85 %
U.S. government agency securities................. 425,594 6,877 6.46 459,975 7,224 6.28
Mortgage-backed securities ....................... 400,325 6,400 6.39 281,635 4,451 6.32
State and municipal securities
(tax equivalent) u(1)........................ 128,209 2,631 8.21 144,853 2,974 8.21
Federal Reserve stock and other
corporate securities......................... 6,352 97 6.11 5,933 65 4.38
----------------------------------------------------------------
Total investments in securities (1),(3)......... $1,238,057 $20,466 6.63 % $1,446,414 $22,703 6.31 %
----------------------------------------------------------------
Federal funds sold and short-term investments..... 78,543 1,070 5.52 % 59,340 815 5.57 %
----------------------------------------------------------------
Total interest-earning assets................... $3,903,427 $75,756 7.84 % $3,770,588 $71,278 7.64 %
----------------------------------------------------------------
Cash and due from financial institutions.......... 210,585 210,122
Bank premises and equipment, net.................. 138,608 120,971
Other real estate owned, net...................... 2,373 4,329
Other assets...................................... 79,938 84,995
Reserve for possible loan losses.................. (42,687) (42,691)
---------- ----------
Total assets.................................... $4,292,244 $4,148,314
========== ==========
LIABILITIES
Savings deposits.................................. $449,328 $2,693 2.43 % $486,281 $3,205 2.67 %
NOW and MMDA deposits............................. 914,646 6,340 2.81 778,177 4,606 2.40
Time deposits..................................... 1,075,335 13,593 5.13 1,019,598 12,848 5.11
----------------------------------------------------------------
Total interest-bearing deposits................. $2,439,309 $22,626 3.76 % $2,284,056 $20,659 3.67 %
----------------------------------------------------------------
Federal funds purchased and
repurchase agreements........................... 317,326 3,752 4.80 % 450,399 5,446 4.90 %
----------------------------------------------------------------
Total interest-bearing liabilities.............. $2,756,635 $26,378 3.88 % $2,734,455 $26,105 3.87 %
----------------------------------------------------------------
Demand deposits, non-interest-bearing............. 1,014,545 937,091
Other liabilities................................. 35,199 31,669
Shareholders' equity.............................. 485,865 445,099
---------- ----------
Total liabilities and shareholders'
equity....................................... $4,292,244 $4,148,314
========== ==========
Net interest income/margin
(tax equivalent) (1)........................ $49,378 5.13 % $45,173 4.86 %
======= ====== ======= ======
<FN>
(1) Tax equivalent amounts are calculated using a marginal federal income tax rate of 35%.
(2) Average balance includes nonaccruing loans of $8,712 and $9,365 for the first quarters in 1998 and 1997, respectively.
(3) Average balance excludes unrealized gain or loss on securities available for sale.
</FN>
</TABLE>
Page 17 of 22 Pages
<PAGE>
<TABLE>
<CAPTION>
TABLE 2.
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
NON-PERFORMING ASSETS AND OTHER SELECTED DATA
(end of quarter, dollars in millions)
1998 1997
----- --------------------------------------
1st 4th 3rd 2nd 1st
----- --------------------------------------
<S> <C> <C> <C> <C> <C>
Loans accounted for on a nonaccrual basis......... $7.7 $9.0 $7.0 $9.4 $9.9
Restructured loans................................ 1.6 1.6 2.2 2.8 2.4
----- --------------------------------------
Total non-performing loans........................ $9.3 $10.6 $9.2 $12.2 $12.3
----- --------------------------------------
Other real estate owned, net...................... 1.7 2.7 3.1 4.1 4.5
Other foreclosed assets........................... - - - 0.1 -
----- --------------------------------------
Total non-performing assets....................... $11.0 $13.3 $12.3 $16.4 $16.8
===== ======================================
Net gain on sales of OREO......................... $0.2 - $1.1 $0.2 -
===== ======================================
Reserve for possible loan losses as a percent of:
Total nonaccruing loans........................ 534% 475% 600% 454% 420%
Total non-performing loans..................... 443% 405% 454% 350% 339%
Total loans.................................... 1.59% 1.62% 1.69% 1.78% 1.83%
Non-performing loans as a percent of
total loans.................................... 0.36% 0.40% 0.37% 0.51% 0.54%
Non-performing assets as a percent of
total assets................................... 0.25% 0.30% 0.29% 0.39% 0.40%
</TABLE>
<TABLE>
<CAPTION>
TABLE 3.
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
RESERVE FOR POSSIBLE LOAN LOSSES
(by quarter, in millions)
1998 1997
----- --------------------------------------
1st 4th 3rd 2nd 1st
----- --------------------------------------
<S> <C> <C> <C> <C> <C>
Reserve balance, beginning of quarter......... $42.8 $42.1 $42.7 $41.8 $42.4
Provision for possible loan losses:
Expense of providing loss reserves........ - - - 0.2
Reduction of loss reserves................ - (3.0) -
Loans charged off............................. (2.9) (2.1) (1.4) (1.7) (3.0)
Recoveries.................................... 1.5 2.8 3.8 2.6 2.2
----- --------------------------------------
Reserve balance, end of quarter............... $41.4 $42.8 $42.1 $42.7 $41.8
===== ======================================
</TABLE>
Page 18 of 22 Pages
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K (a)(3) Exhibits:
Exhibit 3.1 - Copy of Composite Charter (filed as Exhibit 3(i) to the
Company's Quarterly Report on Form 10- Q for the quarter ended March
31, 1993 (Commission file number 0-1026) and incorporated herein by
reference)
Exhibit 3.2 - Copy of Bylaws (filed as Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997
(Commission file number 0-1026) and incorporated by reference herein)
Exhibit 10.1 - Stock Option Agreement between Whitney Holding
Corporation and William L. Marks (filed as Exhibit 10.2 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1990 (Commission file number 0-1026) and incorporated by reference)
Exhibit 10.2 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and William L. Marks (filed as Exhibit 10.3 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1993 (Commission file number 0-1026) and incorporated by reference)
Exhibit 10.3 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and R. King Milling (filed as Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1993 (Commission file number 0-1026) and incorporated by reference)
Exhibit 10.4 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Edward B. Grimball (filed as Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1993 (Commission file number 0-1026) and incorporated by reference)
Exhibit 10.5 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Kenneth A. Lawder, Jr. (filed as Exhibit 10.6
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1993 (Commission file number 0-1026) and incorporated by
reference)
Exhibit 10.6 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and G. Blair Ferguson (filed as Exhibit 10.7 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993 (Commission file number 0-1026) and incorporated by
reference)
Exhibit 10.7 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Joseph W. May (filed as Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993 (Commission file number 0-1026) and incorporated by reference)
Exhibit 10.8 - Executive agreement between Whitney Holding Corporation,
Whitney Bank of Alabama and John C. Hope, III (filed as Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1994 (Commission file number 0-1026) and incorporated by reference)
Exhibit 10.9 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Robert C. Baird, Jr. (filed as Exhibit 10.9
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995 (Commission file number 0-1026) and incorporated by
reference)
Exhibit 10.10a - Long-term incentive program (filed as Exhibit 10.7 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1991 (Commission file number 0-1026) and incorporated by reference)
Exhibit 10.10b - Long-term incentive plan (filed as a Proposal in the
Company's Proxy Statement dated March 18, 1997 (Commission file number
0-1026) and incorporated by reference)
Exhibit 10.11 - Executive compensation plan (filed as Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1991 (Commission file number 0-1026) and incorporated by reference)
Page 19 of 22 Pages
<PAGE>
Exhibit 10.12 - Form of restricted stock agreement between Whitney
Holding Corporation and certain of its officers (filed as Exhibit 19.1
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992 (Commission file number 0-1026) and incorporated by
reference)
Exhibit 10.13 - Form of stock option agreement between Whitney Holding
Corporation and certain of its officers (filed as Exhibit 19.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1992 (Commission file number 0-1026) and incorporated by reference)
Exhibit 10.14 - Directors' Compensation Plan (filed as Exhibit A to the
Company's Proxy Statement dated March 24, 1994 (Commission file number
0-1026) and incorporated by reference)
Exhibit 10.14a - Amendment No. 1 to the Whitney Holding Corporation
Directors' Compensation Plan (filed as Exhibit A to the Company's Proxy
Statement dated March 15, 1996 (Commission file number 0-1026) and
incorporated by reference)
Exhibit 10.15 - Retirement Restoration Plan effective January 1, 1995
(filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995 (Commission file number 0-1026) and
incorporated by reference)
Exhibit 10.16 - Executive agreement between Whitney Holding
Corporation, Whitney National Bank and Rodney D. Chard (filed as
Exhibit 10.17 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 (Commission file number 0-1026) and
incorporated by reference)
Exhibit 10.17 - Form of Amendment to Section 2.1e of the Executive
agreements set forth as Exhibits 10.2 through 10.9 herein (filed as
Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (Commission file number 0-1026) and
incorporated by reference)
Exhibit 10.18 - Executive agreement between Whitney National Bank of
Mississippi and Guy C. Billups, Jr. dated April 18, 1997 (filed as
Exhibit 10.19 to the Company's Quarterly Report on form 10-Q for the
quarter ended June 30, 1997 (Commission file number 0-1026) and
incorporated by reference)
Exhibit 10.19 - Form of Amendment adding Subsection 2.1g to the
Executive agreements set forth as Exhibits 10.2 through 10.9, Exhibit
10.16 and Exhibit 10.18 herein
Exhibit 21 - Subsidiaries
Whitney Holding Corporation owns 100% of the capital stock of Whitney
National Bank.
All other subsidiaries considered in the aggregate would not constitute
a significant subsidiary.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
None
Page 20 of 22 Pages
<PAGE>
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)
By: /s/ Edward B. Grimball
----------------------------------
Edward B. Grimball
Executive Vice President and
Chief Financial Officer
May 14, 1998
----------------------------------
Date
Page 21 of 22 Pages
<PAGE>
EXHIBIT 10.19
WHITNEY HOLDING CORPORATION
WHITNEY NATIONAL BANK
AMENDMENT TO EXECUTIVE AGREEMENT
THIS AGREEMENT is intended to modify the terms of that certain
Executive Agreement (the "Agreement") by and between Whitney Holding
Corporation, a corporation organized and existing under the laws of the state of
Louisiana (the "Holding Corporation"), Whitney National Bank, a financial
institution organized and existing under the laws of the United States (the
"Bank"), and G. Blair Ferguson (the "Executive"), such prior agreement most
recently amended and restated effective July 23, 1996;
WHEREAS, the Executive is presently employed by each of the
Holding Company and the Bank as Executive Vice President;
WHEREAS, the parties to the Agreement now desire to modify the
Agreement and the Agreement permits such modification, in writing, with the
consent of the parties thereto;
NOW, THEREFORE, effective as of January 1, 1998, the Holding
Corporation, the Bank, and the Executive agree that Subsection 2.1g shall be
added to the Agreement to read in its entirety as follows:
g. Pay to the Executive an amount equal to the present
value of any benefit accrued under either the Whitney
National Bank Retirement Plan or the Whitney Holding
Corporation Retirement Restoration Plan, or any
successors thereto, that would have been payable
under the terms of such plans, including any
additional accrual provided under Section 2.1e
hereto, but was forfeited on account of the
application of the vesting provisions contained in
such plans.
THIS AMENDMENT is executed in multiple counterparts as of the
dates set forth below, each of which shall be deemed an original, to be
effective as of the date designated above.
EXECUTIVE WHITNEY HOLDING CORPORATION
AND WHITNEY NATIONAL BANK
/s/ G. Blair Ferguson By: /s/ Robert E. Howson
- --------------------------- -----------------------------
G. Blair Ferguson Title: Director and Chairman,
Compensation
Committee, Board of Directors
Date: March 31, 1998 Date: March 30, 1998
-------------------- -----------------------------
Page 22 of 22 Pages
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1998
<CASH> 247,437
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0
0
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</TABLE>
