As filed with the Securities and Exchange Commission on April 27, 1998
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
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
(504) 586-7272
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------------
WHITNEY HOLDING CORPORATION
ASSUMPTION OF STOCK OPTIONS OF
MERITRUST FEDERAL SAVINGS BANK
(Full title of the Plan)
------------------------------------
EDWARD B. GRIMBALL Copy to:
Executive-Vice President JOSEPH S. SCHWERTZ, ESQ.
and Chief Financial Officer Whitney National Bank
Whitney Holding Corporation 228 St. Charles Avenue
228 St. Charles Avenue New Orleans, Louisiana 70130
New Orleans, Louisiana (504) 586-3596
(504) 586-7272
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each Amount offering aggregate
class of securities to be price per offering Amount of
to be registered registered unit(1) price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock................................. 93,283 shares $ 58.4375 $ 5,451,225 $ 1,608.11
============================================= ====================== ===================== ===================== ================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low sales
prices per share of the Common Stock on April 23, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934
("Exchange Act") are incorporated in this Registration Statement by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
(2) The description of the Company's Common Stock set forth in its
Current Report on Form 8-K dated January 19, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing by the Company
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference 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.
This item is not applicable because the Common Stock is registered
under Section 12 of the Exchange Act.
Item 5. Interest of Named Experts and Counsel.
No expert named in the Registration Statement as having prepared or
certified any part thereof or counsel for the Company named as having given an
opinion on the validity of the securities registered or other legal matters in
connection with the registration or offering of such securities was employed for
such purpose on a contingent basis, or had or is to receive in connection with
the offering a substantial or direct or indirect interest in the Company or any
of its subsidiaries, or was connected to the Company or its subsidiaries as a
promoter, underwriter, voting trustee, director, officer or employee.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
The corporation laws of Louisiana and the Company's Articles of
Incorporation and Bylaws provide for indemnification of directors and officers
in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, and limitation of liability of a director to the Company
or its shareholders for monetary damages unless the director failed to meet
specified standards of conduct.
The Company has insurance covering expenditures which might arise in
connection with its lawful indemnification of its directors and officers for
certain of their liabilities and expenses. Directors and officers of the Company
also have insurance which insures them against certain other liabilities and
expenses.
Item 7. Exemption from Registration Claimed.
This item is not applicable because no restricted securities are to be
reoffered or resold pursuant to this Registration Statement.
Item 8. Exhibits.
5.1 Opinion of Phelps Dunbar as to the legality of the securities
being registered
23.1 Consent of Arthur Andersen, L.L.P.
23.2 Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page of this
Registration Statement)
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
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<PAGE>
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) If the registration is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.
(5) 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.
(6) 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 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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<PAGE>
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 27th day of
April, 1998.
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C> <C>
/s/ William L. Marks
------------------------------ Chairman of the Board April 22, 1998
William L. Marks and Chief Executive Officer
/s/ R. King Milling
----------------------------- Director and President April 22, 1998
R. King Milling
</TABLE>
S-1
<PAGE>
<TABLE>
<S> <C> <C> <C>
/s/ Edward B. Grimball
----------------------------- Executive Vice President and April 22, 1998
Edward B. Grimball Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/S/ Guy C. Billups, Jr.
----------------------------- Director April 22, 1998
Guy C. Billups, Jr.
/s/ Harry J. Blumenthal, Jr.
----------------------------- Director April 22, 1998
Harry J. Blumenthal, Jr.
/s/ Joel B. Bullard, Jr.
----------------------------- Director April 22, 1998
Joel B. Bullard, Jr.
/s/ James M. Cain
----------------------------- Director April 22, 1998
James M. Cain
/s/ Angus R. Cooper, II
----------------------------- Director April 22, 1998
Angus R. Cooper, II
/s/ Robert H. Crosby, Jr.
----------------------------- Director April 22, 1998
Robert H. Crosby, Jr.
/s/ Richard B. Crowell
----------------------------- Director April 22, 1998
Richard B. Crowell
/s/ Camille A. Cutrone
----------------------------- Director April 22, 1998
Camille A. Cutrone
/s/ William A. Hines
----------------------------- Director April 22, 1998
William A. Hines
/s/ Robert E. Howson
----------------------------- Director April 22, 1998
Robert E. Howson
</TABLE>
S-2
<PAGE>
<TABLE>
<S> <C> <C> <C>
/s/ John J. Kelly
----------------------------- Director April 22, 1998
John J. Kelly
/s/ E. James Kock, Jr.
----------------------------- Director April 22, 1998
E. James Kock, Jr.
/s/ Alfred S. Lippman
----------------------------- Director April 22, 1998
Alfred S. Lippman
/s/ John G. Phillips
----------------------------- Director April 22, 1998
John G. Phillips
/s/ John K. Roberts, Jr.
----------------------------- Director April 22, 1998
John K. Roberts, Jr.
/s/ Carroll W. Suggs
----------------------------- Director April 22, 1998
Carroll W. Suggs
/s/ Warren K. Watters
----------------------------- Director April 22, 1998
Warren K. Watters
</TABLE>
S-3
<PAGE>
WHITNEY HOLDING CORPORATION
ASSUMPTION OF STOCK OPTIONS OF
MERITRUST FEDERAL SAVINGS BANK
Effective upon the closing of the merger of Meritrust Federal Savings
Bank ("Meritrust") into Whitney National Bank, Whitney Holding Corporation
("Whitney") assumed all outstanding stock options granted under the 1993 Key
Employee Stock Compensation Program and the 1993 Directors' Stock Option Plan
(hereinafter referred to as the "Assumed Options"). The Board of Directors of
Whitney has established a plan to administer the Assumed Options (the "Plan").
Purpose of the Plan
Under the Agreement and Plan of Merger between Meritrust, Whitney, and
Whitney National Bank dated November 20, 1997 (the "Plan of Merger"), Whitney
was required to assume all outstanding Meritrust stock options under
substantially the same terms and conditions as such options were granted. The
Plan was established for the sole purpose of complying with this obligation. No
additional options will be granted under the Plan.
Administration of the Plan
The Plan is administered by the Compensation Committee of Whitney's
Board of Directors (the "Committee"), the members of which are designated from
time to time by the Board. Members of the Committee will serve without
compensation. None of the members of the Committee hold Assumed Options. The
board may, from time to time, remove members of the Committee with or without
cause, and may fill any vacancy on the Committee. The Committee is empowered to
interpret the provisions of the Plan and to adopt rules and regulations for the
administration of the Plan. The determinations of the Committee are final and
binding upon all parties who have an interest in the Plan.
Shares Subject to the Plan
Prior to the merger, the outstanding Meritrust stock options
represented rights to acquire 69,000 shares of $1.00 par value common stock
issued by Meritrust. The Assumed Options have been converted into the right to
acquire the number of shares of no par value common stock issued by Whitney
("Whitney Common Stock") in the amounts and at the option prices set forth in
the table below:
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<PAGE>
<TABLE>
<CAPTION>
Whitney Price per
Name of Optionee Common Stock share
<S> <C> <C>
Jack C. Caldwell 2,704 $7.40
338 13.50
277 19.42
J. Parker Conrad 2,704 7.40
338 13.50
275 19.42
H. V. Fondren, Jr. 2,704 7.40
338 13.50
277 19.42
Rogers A. George 2,704 7.40
338 13.50
277 19.42
Victor Guarisco II 338 13.50
275 19.42
Bobby J. Hebert, Sr. 2,704 7.40
338 13.50
277 19.42
Art E. Magee 2,704 7.40
338 13.50
275 19.42
Curtis Mire 2,704 7.40
338 13.50
277 19.42
Edward J. Patterson, Jr. 2,704 7.40
338 13.50
277 19.42
Marco J. Picciola II 2,704 7.40
338 13.50
275 19.42
Fallon J. Weldon 2,704 7.40
338 13.50
275 19.42
William J. Barbera 5,408 23.30
JoAnne R. Bergeron 5,408 7.40
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Whitney Price per
Name of Optionee Common Stock share
<S> <C> <C>
Stephen R. Berthelot 13,520 7.40
Lee J. Guarisco 13,520 7.40
13,520 23.30
Michael D. Templet 8,112 7.40
Total Shares 93,283
</TABLE>
All Assumed Options are fully vested and fully exercisable. Assumed Options held
by the former non-employee directors of Meritrust expire on April 24, 1999.
Assumed Options held by the former executive officers of Meritrust, other than
non-statutory options, that are not exercised will lapse on the earlier of the
10th anniversary from the date of grant or three months after termination of
employment. Non-statutory options held by former executive officers will lapse
on the earlier of 10 years and one month from the date of initial grant or 12
months after termination of employment.
Registration of Shares
On April 27, 1998, Whitney filed a registration statement with the
Securities and Exchange Commission covering the shares of Whitney Common Stock
to be issued upon exercise of the Assumed Options.
Terms of the Assumed Options
Non-statutory Assumed Options
The Assumed Options include non-statutory stock options to acquire
33,795 shares of Whitney Common Stock which are held by the former non-employee
directors of Meritrust. All such non-statutory Assumed Options were fully
exercisable prior to execution of the Plan of Merger, and each option must be
exercised no later than April 24, 1999, or it will expire.
The Assumed Options also include non-statutory stock options to acquire
10,140 shares of Whitney Common Stock issued to a former executive officer of
Meritrust. Such options became fully exercisable upon the execution of the Plan
of Merger and will expire upon the earlier of 12 months after termination of
employment or 10 years and one month from the initial date of grant.
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<PAGE>
Incentive stock options
The Assumed Options also include incentive stock options ("ISOs") to
acquire 49,348 shares of Whitney Common Stock that are held by former executive
officers of Meritrust. As incentive stock options, these options must comply
with Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Among other provisions of Code Section 422, there is a $100,000 limitation on
the value of ISOs that can become exercisable in a single year. This provision,
which was triggered by the execution of the Plan of Merger, will only affect the
options of Mr. Barbera, and only to the extent of 1,116 options to acquire
Whitney Common Stock. Options affected by the $100,000 limitation become
non-statutory options.
Terms applicable to both ISOs and non-statutory options
The purchase price of the Whitney Common Stock covered by an Assumed
Option may be paid in cash or in shares of Whitney Common Stock (including
shares acquired pursuant to the exercise of Assumed Options), by withholding
some of the shares of Whitney Common Stock which are purchased upon the exercise
of Assumed Options or by any combination of the foregoing, at the election of
the optionee. To the extent that Whitney is required to withhold income taxes
under applicable law, the optionee is required to deliver to Whitney cash in the
amount of such withholding obligation.
The Employee Retirement Income Security Act of 1974 and Internal Revenue Code
The Plan is not subject to the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), and is not qualified under Section 401(a) of the
Code.
Restrictions on Resales
Shares of Whitney Common Stock acquired under the Plan may not be
resold until Whitney publishes the results of at least 30 days of post-merger
operations. It is anticipated that such results will be published on or before
July 16, 1998. Optionees will be notified that such publication has occurred.
After the publication of post-merger operations, shares of Whitney
Common Stock acquired under the Plan may be resold freely, except that any
optionee deemed to be an "affiliate" of Whitney within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations promulgated thereunder, may not sell shares acquired upon exercise
of options granted under the Plan unless such shares have been registered by
Whitney under the Securities Act for resale by such optionee or an exemption
from registration under the Securities Act is available. Rule 144, which
contains limitations on the amount of shares that may be sold as well as
limitations on the manner of sale, is such an exemption. An employee who is not
an
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<PAGE>
officer or director or 10% or more stockholder of Whitney generally is not
deemed an "affiliate" of Whitney for this purpose.
Federal Income Tax Consequences
The following discussion is intended only as a summary of the Federal
income tax consequences of the Plan to optionees and Whitney. Each optionee
should consult his own tax advisor with respect to his exercise of Assumed
Options.
Nonstatutory Options. Generally, on the exercise of a nonstatutory
option, an optionee has taxable income equal to the difference between the
option price of the shares and the fair market value of the shares on the
exercise date, and Whitney is entitled to a corresponding deduction. Optionees
who are also employees of Whitney are subject to withholding with respect to
such income.
Incentive Stock Options. An employee does not realize taxable income
upon the exercise of an ISO, provided the employee meets certain holding period
requirements. The entire gain, if any, realized by the employee upon a
subsequent disposition of Whitney Common Stock acquired on the exercise of an
ISO will be taxable to the employee as a long-term capital gain. In such
instance, Whitney is not entitled to any deduction. The excess of the fair
market value of the ISO shares on the exercise date over the option price is a
tax preference item for purposes of the alternative minimum tax. If an employee
does not satisfy the holding period requirement, the employee realizes ordinary
income equal to the difference between the option price and either the fair
market value of such shares on the exercise date or the lesser amount realized
on a sale or exchange of such shares, and Whitney is entitled to a corresponding
deduction.
THE FOREGOING SUMMARY IS GENERAL IN NATURE AND IS NOT INTENDED TO COVER
ALL TAX CONSEQUENCES THAT MAY APPLY TO A PARTICULAR OPTIONEE. THE PROVISIONS OF
THE CODE AND THE REGULATIONS THEREUNDER RELATING TO THESE MATTERS ARE
COMPLICATED, AND THEIR IMPACT ON ANY TAXPAYER MAY DEPEND UPON HIS PARTICULAR
CIRCUMSTANCES. ACCORDINGLY, OPTIONEES ARE URGED TO CONSULT THEIR OWN TAX
ADVISERS FOR ADVICE RELATING TO THE ACQUISITION OF STOCK PURSUANT TO THE
EXERCISE OF OPTIONS AND THE DISPOSITION OF SHARES OF WHITNEY COMMON STOCK SO
ACQUIRED.
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[LETTERHEAD OF PHELPS DUNBAR LLP]
April 27, 1998
Whitney Holding Corporation 8916-39
228 St. Charles Avenue
New Orleans, Louisiana 70130
Re: Whitney Holding Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Whitney Holding Corporation (the "Company")
in connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") with respect to the issuance by the Company of up
to 93,283 shares (the "Company Shares") of the Company's common stock, no par
value in connection with the assumption of stock options held by the former
directors and executive officers of Meristrut Federal Savings Bank. In so
acting, we have examined and relied upon the original, or a photostatic or
certified copy, of such records of the Company, certificates of officers of the
Company and of public officials, and such other documents as we have deemed
relevant and necessary as the basis for the opinion set forth below.
In such examination, we have assumed 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 to original documents of all documents submitted to us as certified,
conformed or photostatic 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.
<PAGE>
Whitney National Bank
April 27, 1998
Page 2
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that the Company Shares have been duly authorized, and, when issued and
sold upon the terms described in the Registration Statement, will be validly
issued, fully paid and non-assessable.
The foregoing opinions are 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 state. Furthermore, no
opinion is expressed herein as to the effect of any future acts of the parties
or changes in existing law. We undertake no responsibility 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 opinions 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, nor is it a warranty that a court considering such
matters would not rule in a manner contrary to the opinion set forth above.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus under the
caption "Legal Matters." 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
Securities Act of 1933 or the General Rules and Regulations of the Commission
thereunder.
Very truly yours,
/s/ Phelps Dunbar, L.L.P.
PHELPS DUNBAR, L.L.P
JEA/ltc
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference in this registration statement of our report dated January 15, 1998
included in Whitney Holding Corporation's Form 10-K for the year ended December
31, 1997 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
April 24, 1998
<PAGE>
