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[GRAPHIC OMITTED]
DIVIDEND REINVESTMENT PROSPECTUS
AND
STOCK PURCHASE PROGRAM
The Dividend Reinvestment and Stock Purchase Program (the "Program") of Whitney
Holding Corporation (the "Corporation") is designed to provide holders of the
Corporation's common stock, no par value (the "Common Stock") with a method to
acquire additional shares of Common Stock, without the payment of brokerage
commissions or administrative fees, and a convenient means of safekeeping
previously issued shares of Common Stock. Any shareholder of record is eligible
to participate in the Program. The Program was adopted by the Board of Directors
of the Corporation on March 23, 1994.
Participants in the Program may elect to have cash dividends on all of
their shares of Common Stock automatically reinvested in shares of Common Stock.
Participants may also invest in additional shares of Common Stock by making
voluntary cash payments of not less than $50, up to a maximum amount of $5,000,
each calendar quarter. To participate in the Program, a shareholder of record
must complete, sign and mail an Authorization Form to the agent appointed under
Program, which, effective as of July 14, 1997, is The Bank of New York, Dividend
Reinvestment Department, P. O. Box 1362, Newark, New Jersey 07101-1362.
The Corporation's Common Stock is quoted on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") (symbol: "WTNY").
Common Stock acquired through the Program with reinvested dividends or with
voluntary cash payments will ordinarily be purchased from the Corporation at the
mean of the closing bid and asked prices of Common Stock as quoted on the NASDAQ
National Market System as of a dividend payment date. If no Common Stock is
traded as of such date, then the price shall be determined on the next preceding
date on which trading occurred.
This Prospectus relates to 500,000 shares of Common Stock offered for
purchase under the Program. It is recommended that this Prospectus be retained
for future reference.
On August 1, 1997, the closing sales price of the Common Stock on the
NASDAQ Stock Market was $43.00 per share.
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------
The date of this Prospectus is August 1, 1997
<PAGE>
AVAILABLE INFORMATION
Whitney Holding Corporation (the "Corporation") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "Exchange
Act") and, in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports and other
information filed by the Corporation with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices located at 7 World Trade Center, Suite 1300 New York, New York 10048 and
Northwest Atrium Center, 500 West Madison Center, Suite 1400, Chicago, Illinois
60661. Copies of such materials may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission also maintains a Web Site that contains
reports, proxy and information statements and other information. The address of
such site is http://www.sec.gov. The Common Stock is listed on the NASDAQ
National Market System and the Corporation's reports, proxy statements and other
information may also be inspected at the offices of the National Association of
Securities Dealers, 1735 K Street, N.W., Washington D.C. 20007.
Certain reports filed with the Commission by the Corporation are
incorporated herein by reference. See "Documents Incorporated by Reference."
Except as specified herein, no other portions of such reports are incorporated
herein by reference and such other portions are not part of this Prospectus.
This Prospectus omits certain information contained in the Registration
Statement on Form S-3 filed with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), in which this Prospectus is included
(the "Registration Statement"). The Corporation hereby undertakes to provide
without charge to each person to whom a copy of this Prospectus has been
delivered, upon his request, a copy of the information that has been
incorporated by reference into the Registration Statement (other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference into the documents that the Registration Statement incorporates).
Requests should be directed to Whitney Holding Corporation, Attention: Edward B.
Grimball, 228 St. Charles Avenue, New Orleans, Louisiana 70130 or by telephone
at (504) 586-7272.
WHITNEY HOLDING CORPORATION
The Corporation is a Louisiana corporation and a multi-bank holding
company registered pursuant to the Bank Holding Company Act of 1956. It became
an operating entity in 1962 with Whitney National Bank ("WNB"), founded in 1883,
as its only significant subsidiary.
WNB, a national banking association headquartered in Orleans Parish,
Louisiana, has been engaged in the general banking business in the City of New
Orleans continuously since 1883. WNB currently offers banking and trust services
through 61 branches located in south Louisiana, including branches in the
metropolitan areas of New Orleans (including suburban Jefferson and St. Tammany
Parishes), Baton Rouge, Lafayette and Morgan City, and a foreign branch on Grand
Cayman in the British West Indies.
In December 1994, the Corporation established the Whitney Bank of
Alabama, and through this Alabama state-chartered banking subsidiary, became the
first Louisiana bank holding
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company to enter the Alabama market through its acquisition of the Mobile area
operations of The Peoples Bank, Elba, Alabama, on February 17, 1995. Whitney
Bank of Alabama currently operates 10 branches and one loan production office
serving metropolitan Mobile, Alabama and the Alabama Gulf Coast region.
On October 25, 1996, the Corporation acquired Liberty Bank and American
Bank and Trust, both of Pensacola, Florida, through mergers of those
institutions into Whitney National Bank of Florida ("Whitney Bank of Florida"),
a wholly-owned subsidiary of the Corporation formed for that purpose. Whitney
Bank of Florida operates four branches serving Pensacola, Florida and
surrounding areas.
On February 28, 1997, the Corporation acquired First National
Bankshares, Inc. and its wholly-owned subsidiary, First National Bank of Houma
("FNBH"), through merger of First National Bankshares, Inc. into the
Corporation, which merged into WNB in August 1997. FNBH presently operates five
branches which serve the Houma, Louisiana region.
The Corporation established the Whitney National Bank of Mississippi
and, on April 18, 1997, entered the Mississippi market through the acquisition
of Merchants Bancshares, Inc. and its subsidiary, Merchants Bank & Trust Company
("Whitney Bank of Mississippi"). Whitney Bank of Mississippi currently serves
Hancock and Harrison Counties, Mississippi.
WNB, Whitney Bank of Alabama, FNBH, Whitney Bank of Florida and Whitney
Bank of Mississippi (the Corporation's bank subsidiaries) are full-service
commercial banks engaged in commercial and retail banking and in the trust
business, including the taking of deposits, the making of secured and unsecured
loans, the financing of commercial transactions, the delivery of corporate,
pension and personal trust and investment services, and safe deposit rentals.
WNB also issues credit cards and is active as a correspondent for other banks.
During 1995, the Corporation established Whitney Community Development
Corporation ("WCDC"), a for-profit community development corporation
incorporated under the laws of the State of Louisiana. WCDC is authorized to
make equity and debt investments in corporations or projects designed primarily
to promote community welfare, including the economic rehabilitation and
development of low-income areas by providing housing, services or jobs for
residents, or promoting small businesses that service low-income areas. The
initial capitalization of WCDC was $1,000,000.
As of June 30, 1997, the Corporation had consolidated total assets of
approximately $4.2 billion, consolidated total deposits of approximately $3.3
billion and consolidated shareholders' equity of approximately $457 million. The
Corporation's principal executive offices are located at 228 St. Charles Avenue,
New Orleans, Louisiana 70130, and its telephone number is (504) 586-7272.
The Corporation, WNB, Whitney Bank of Alabama, Whitney Bank of Florida,
Whitney Bank of Mississippi and their related operations are subject to federal,
state and local laws applicable to banks and bank holding companies and to the
regulations of the Board of Governors of the Federal Reserve System, the
Comptroller of the Currency and the Federal Deposit Insurance Corporation.
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WHITNEY HOLDING CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PROGRAM
DESCRIPTION OF PROGRAM
The following is a summary, in question and answer form, of the
provisions of the Dividend Reinvestment and Stock Purchase Program (the
"Program") of Whitney Holding Corporation (the "Corporation").
GENERAL
1. What is the purpose of the Program?
The purpose of the Program is to provide holders of record of shares of
Common Stock with a convenient and economical method of acquiring additional
shares of Common Stock through the reinvestment of cash dividends or voluntary
cash payments, all without the payment of a brokerage commission or service
charge. Since the additional shares of Common Stock issued under the Program
will ordinarily be purchased directly from the Company, rather than in the open
market, the Company will receive additional funds to be expended for general
corporate purposes.
In addition, the Program provides a convenient and economical means for
the safekeeping of previously issued certificates.
Participation in the Program does not represent a change in the
Corporation's dividend policy or a guarantee of future dividends, which will
continue to depend upon earnings, financial requirements and other factors
unrelated to the Program.
2. What are the advantages of participating in the Program?
Shareholders who elect to participate in the Program ("Participants")
may (a) have all of their cash dividends payable on shares of Common Stock
automatically reinvested in additional shares of Common Stock, (b) make
voluntary cash payments (of at least $50, but not more than $5,000, each
calendar quarter) for investment in additional shares of Common Stock, or (c)
deliver previously issued certificates for safekeeping. Participants are not
required to pay any brokerage commissions, enrollment fees or other types of
custody or service charges in connection with the acquisition or custody of
Common Stock under the Program.
Full investment of funds is possible under the Program because the
Program permits fractional shares, as well as whole shares, to be acquired. In
addition, dividends paid on fractional shares, as well as whole shares, will be
used to purchase additional shares of Common Stock under the Program.
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3. Who can participate?
Only shareholders of record of the Corporation are eligible to
participate in the Program. This means shareholders whose stock is held in names
other than their own (for example, in "street name" or in the name of an
organization for central handling of securities) must have their shares issued
in their own names in order to participate.
4. Who administers the Program on behalf of the Participants?
The Corporation has designated The Bank of New York (the "Agent") to
administer the Program on behalf of all Participants. Among other things, the
Agent will establish an account for each Participant in the Program, maintain
the other records, send statements to Participants, and perform certain
custodial and other functions related to the Program. Shares of Common Stock
purchased under the Program will be registered in the name of the Agent (or its
nominee), as agent, and credited on the books and records of the Program to each
Participant.
PARTICIPATION
5. How does a shareholder participate?
Each shareholder of record may join the Program, at any time, by
completing an Authorization Form and mailing it to the Agent.
6. What does the Authorization Form provide?
The Authorization Form provides for the following options offered under
the Program:
a. A Participant may direct the Corporation to pay to the Agent
the cash dividends on all shares of Common Stock registered in
the Participant's name;
b. A Participant may elect to make voluntary cash payments under
the Program in an amount not less than $50 nor more than
$5,000 each calendar quarter.
c. A Participant may elect to deliver to the Agent previously
issued certificates for safekeeping.
Cash dividends on shares of Common Stock credited to a Participant's account
under the Program are always automatically reinvested in Common Stock and held
by the Agent.
7. How does a Participant withdraw from the Program?
Once enrolled, participation continues until terminated by written
notice to the Agent. Withdrawal from the Program will be effective immediately
upon receipt of notice by the Agent, unless such notice is received less than
one business day before a dividend record date. In that case, withdrawal will be
effective after the related dividend payment date.
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When participation in the Program is terminated, a certificate will be
issued in the name of the Participant representing the number of whole shares of
Common Stock allocated to his account under the Program. Cash will be paid in
lieu of any fractional share. The value of a fractional share will be calculated
as the mean (computed to four decimal places) of the closing bid and asked
prices of Common Stock as quoted on the NASDAQ National Market System as of the
date of termination. If no Common Stock is traded on such date, the value shall
be determined as of the next preceding date on which trading occurred.
8. Where should correspondence regarding the Program be directed?
All correspondence concerning the Program should be addressed to:
Whitney Holding Corporation
C/O The Bank of New York
Dividend Reinvestment Department
P. O. Box 1362
Newark, New Jersey 07191-1362
PURCHASES OF COMMON STOCK
9. What is the purchase price of Common Stock acquired through the Program?
Shares of Common Stock acquired through the Program, whether with
reinvested dividends or with voluntary cash payments, will ordinarily be
purchased from the Corporation at the mean (computed to four decimal places) of
the closing bid and asked prices of Common Stock as quoted on the NASDAQ
National Market System as of a dividend payment date (generally the first
business day of each calendar quarter).
10. When will the investment of dividends and cash payments be made?
Funds received by the Agent representing cash dividends on Common Stock
and cash dividends paid on whole and fractional shares credited to an account
held under the Program will ordinarily be applied to the purchase of additional
shares of Common Stock from the Corporation, as of each dividend payment date.
If shares are acquired on the open market in lieu of purchase from the
Corporation, the purchase will occur as soon as practicable after each dividend
payment date. The first reinvestment of cash dividends will take place on the
dividend payment date following receipt of the Authorization Form by the Agent,
provided the form is received by the Agent at least one business day before the
applicable dividend record date. If the Agent has not received sufficient
notice, that dividend payment will be paid in cash to the Participant and the
first purchase of shares of Common Stock under the Program will occur on the
next dividend payment date.
Cash payments received by the Agent will be held, without interest,
until the next following dividend payment date (or other date of purchase). As
of such date, cash payments will be aggregated with dividends and applied to the
acquisition of Common Stock under the
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Program. Voluntary cash payments may be made by check or money order made
payable to the Agent and transmitted with a payment form which will be attached
to each statement of account.
11. Can voluntary cash payments be refunded?
Any voluntary cash payment will be refunded by the Agent to a
Participant if a written request for refund is received by the Agent at least
one business day prior to the dividend record date immediately preceding the
date on which the cash payment would otherwise have been invested (see, answer
to question 10). No interest will be paid on the refund of any voluntary cash
payment.
12. How many shares will be purchased for each Participant?
The Agent maintains an account for each Participant in the Program. As
of each dividend payment date, each such account will be credited with the
number of shares of Common Stock (including fractions computed to four decimal
places) equal to the total to be invested on behalf of the Participant
(dividends and voluntary cash payments), divided by the applicable purchase
price.
13. What are the costs of purchasing Common Stock through the Program?
There will be no brokerage fees under the Program because shares of
Common Stock will ordinarily be purchased directly from the Company. All costs
of administration related to the Program will be paid directly by the Company.
14. Will certificates be issued?
Ordinarily, shares of Common Stock acquired through the Program will be
registered in the name of the Agent (or its nominee), and certificates for such
shares will not be issued to Participants, but the total number of shares
credited to a Participant's account will be shown on each statement. This
custodial service protects Participants against loss, theft or destruction of
stock certificates.
Certificates for any number of whole shares credited to a Participant's
account will be issued, at any time, upon the written request of such
Participant to the Agent. Any remaining whole shares and fractions of a share
will continue to be credited to the Participant's account.
Certificates for fractions of shares will not be issued.
CUSTODY OF COMMON STOCK
15. What is the custody feature of the Program?
Under the custody feature, each Participant may deliver to the Agent
certificates representing shares of Common Stock for custody and safekeeping.
This feature is available only for shares issued in the name of a Participant.
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16. How is the custody terminated?
A Participant may obtain possession of shares held by the Agent under
the custody feature of the Program at any time by written notice to the Agent.
Unless otherwise designated, the delivery of these shares to a Participant has
no effect on the reinvestment of dividends payable with respect to such shares.
17. What is the cost of custody under the Program?
There is no cost for the custody services available under the Program.
SALE, TRANSFER OR PLEDGE OF COMMON STOCK
18. What happens when a Participant sells or transfers all of the shares
registered in his name?
If a Participant disposes of all of the shares of Common Stock with
respect to which the Participant holds certificates, the dividends on shares of
Common Stock credited to his account or otherwise held under the Program will
continue to be reinvested through the Program until the Participant notifies the
Agent, in writing.
19. What happens when a participant sells or transfers only a portion of
the shares registered in his name?
If a Participant disposes of a portion of the shares of Common Stock
registered in his name, dividends on the remaining shares registered in his name
and those credited to his account in the Program will continue to be reinvested
through the Program.
20. Can shares held under the Program be pledged?
No. A Participant who wishes to pledge shares credited to his account
in the Program must request the Agent to issue a certificate to him. Similarly,
if the Agent holds certificates for safekeeping, a Participant who wishes to
pledge such shares must request the Agent to deliver the certificates to him.
OTHER INFORMATION ABOUT THE PROGRAM
21. What kind of reports do Participants receive?
As soon as practicable after each purchase for a Participant's account
(ordinarily a dividend payment date), the shares acquired in the purchase will
be credited to each Participant's account, and each Participant will be
furnished with a statement describing (a) the amount of cash dividends and/or
voluntary cash payments received by the Agent and applied to the purchase of
Common Stock, (b) the number of shares held for safekeeping under the Program,
(c) the purchase price of Common Stock, (d) the number of whole shares and
fractional share
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interests credited to the Participant's account in connection with the purchase,
and (e) the total number of whole shares and fractional share interests credited
to the Participant's account, including shares acquired in the purchase. These
statements should be retained for income tax purposes.
In addition, each Participant in the Program will receive copies of the
same communications sent to all other holders of shares of Common Stock,
including the Corporation's quarterly reports and annual reports, proxy
statements, notices of annual meetings and Internal Revenue Service information
for reporting dividends received.
22. What about income tax?
Although dividends are automatically reinvested under the Program, they
continue to be subject to income tax, as if they were paid directly in cash.
Each Participant will receive annually from the Agent appropriate tax reporting
information.
In the case of Participants who are subject to backup withholding of
Federal income tax and in the case of foreign participants whose dividends are
subject to United States income tax withholding, an amount equal to the
dividends payable to such Participants, less the amount of cash required to be
withheld, will be applied to the purchase of Common Stock under the Program.
Backup withholding is required when, among other things, the Corporation does
not have an appropriately certified taxpayer identification number for the
Participant. Any amount required to be withheld will be treated as a cash
dividend paid to the Participant for Federal income tax purposes.
23. Who votes the shares?
Each Participant will be given the opportunity to instruct the Agent to
vote the number of whole shares and any fractional share credited to his account
under the Program. If a voting instruction card is not timely received by the
Agent, such shares will not be voted.
24. What is the responsibility of the Corporation and the Agent under the
Program?
The Corporation and the Agent will not be liable for any act done or
any omission made in good faith in connection with the Program, including,
without limitation, (a) any claim or liability arising out of the failure to
terminate a Participant's account upon such Participant's death or incapacity
prior to the actual receipt or written notice of such death or incapacity, (b)
the price or prices at which shares are purchased or sold for a Participant's
account, (c) concerning the time at which purchases or sales are made, or (d)
the value of shares acquired and held for a Participant's account.
25. Can purchases or sales of Common Stock be temporarily curtailed?
Purchases or sales of Common Stock under the Program may be temporarily
halted or suspended at any time if the Agent or the Corporation determines that
a purchase or sale would
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contravene or be restricted by any applicable regulation, interpretation or
order of the Securities and Exchange Commission, of any other governmental
commission, agency or instrumentality, of any court or securities exchange or of
the National Association of Securities Dealers, Inc. Neither the Corporation nor
the Agent shall be accountable, or otherwise liable, for failure to make
purchases or sales at such times.
26. May the Program be changed or discontinued?
The Corporation reserves the right to suspend, modify or terminate the
Program, in any manner and at any time. Written notice will be sent to all
Participants of any such suspension, material modification or termination. Any
such suspension, modification or termination will not affect previously executed
transactions.
Any amendment, modification or supplement of the Program (a) shall
conclusively be deemed to be accepted by each Participant, and (b) may include
the appointment by the Corporation of a successor agent, provided such successor
is a bank or trust company organized under the laws of the United States or any
state thereof. The Corporation is authorized to pay and transfer to such
successor agent for the account of each Participant in the Program all dividends
and distributions payable on shares of Common Stock subject to the Program,
which shall be applied by such successor agent as provided under the Program.
27. What laws govern the terms and conditions of the Program?
The terms and conditions of the Program and its operation are governed
by the laws of the State of New York, which is the domicile of the Agent.
28. What other rules govern participation?
The Authorization Form executed to enroll in the Program and the
related Participation Agreement describe all of the rules which are applicable
to the Program. The full text of the Participation Agreement is attached.
Shareholders should review carefully the full text of this agreement before
making a decision to participate.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by the Corporation with
the Commission, are incorporated herein by reference:
1. The Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 filed pursuant to Section 13(a)
of the Exchange Act.
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2. The Corporation's Report on Form 8-K dated January 16, 1997
(Item 5 - Other Events), announcing the Corporation's 1996
earnings together with selected financial data for the three
and 12-month periods ended December 31, 1996.
3. The Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, filed with the Commission
pursuant to Section 13(a) of the Exchange Act.
4. The description of the Corporation's Common Stock, no par
value, contained in the Corporation's Registration Statement
on Form S-8 and Form S-3 filed with the Commission on December
18, 1992.
All reports filed by the Corporation with the Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
offered hereby shall be deemed to be incorporated by reference in this
Prospectus and to be made a part hereof from their respective dates of filing.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained herein or in any other document subsequently
filed or incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 83 of the Louisiana Business Corporation Law (the "LBCL")
provides in part that a corporation may indemnify any director, officer,
employee or agent of the corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any action, suit or proceeding to which he is
or was a party or is threatened to be made a party (including any action by or
in the right of the corporation), if such action arises out of his acts on
behalf of the corporation and he acted in good faith not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The indemnification provisions of the LBCL are not exclusive; however,
no corporation may indemnify any person for willful or intentional misconduct. A
corporation has the power to obtain and maintain insurance, or to create a form
of self-insurance on behalf of any person who is or was acting for the
corporation, regardless of whether the corporation has the legal authority to
indemnify the insured person against such liability.
The Corporation's Articles of Incorporation and By-laws provide for
indemnification for directors, officers, employees and agents or former
directors, officers, employees and agents of the Corporation to the fullest
extent permitted by Louisiana law.
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The Corporation maintains an insurance policy covering the liability of
its directors and officers for actions taken in their official capacity.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the foregoing provisions or otherwise, the Corporation
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
USE OF PROCEEDS
It is anticipated that substantially all Common Stock subject to the
Program will be acquired from the Corporation, rather than the open market.
Because the Corporation has no basis for estimating precisely either the number
of shares of Common Stock that may be ultimately sold pursuant to the Program or
the price at which such shares will be sold, the Corporation has not earmarked
the proceeds derived from the Program for a specific purpose. Nevertheless, the
Corporation proposes to use the net proceeds from the sale of shares of Common
Stock pursuant to the Program when and as received for general corporate
purposes.
PLAN OF DISTRIBUTION
The Corporation will pay all fees, commissions and expenses incurred in
connection with the purchase by the Agent of Common Stock on the open market, if
any.
LEGAL MATTERS
Phelps Dunbar, L.L.P., New Orleans, Louisiana, has passed upon the
validity of the shares of Common Stock offered hereby.
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EXHIBIT A
[GRAPHIC OMITTED]
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PROGRAM
WHITNEY HOLDING CORPORATION
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT (this "Agreement") and the Authorization Form
(which is deemed to constitute a part of this Agreement by this reference) shall
evidence the rights and obligations as between the stockholder (the
"Participant"), Whitney Holding Corporation (the "Corporation") and, effective
as of July 14, 1997, The Bank of New York (the "Agent") under the Dividend
Reinvestment and Stock Purchase Program of Whitney Holding Corporation (the
"Program").
1. Duty of Agent. As agent for each Participant
under the Program, the Agent:
a. Shall apply to the purchase of shares of Whitney Holding Corporation
common stock, no par value ("Common Stock") cash dividends received
with respect to Common Stock held by the Participant and dividends
received with respect to any full shares or fractional interest in one
share (to four decimal places) acquired by the Participant through the
Program;
b. Shall apply to the purchase of Common Stock all cash payments of $50
or more (but not more than $5,000 quarterly) received from the
Participant for such purpose; and/or
c. Shall hold for safekeeping certificates representing shares of Common
Stock delivered to the Agent by the Participant for
such purpose.
2. Common Stock. Purchases shall ordinarily be made from the Corporation
from its authorized but unissued shares or, if, from time to time, purchases
from authorized but unissued shares are not possible or practicable, purchases
may be made from the Corporation's treasury shares or may be made on any
securities exchange where such shares are traded, in the over-the-counter
market, or in negotiated transactions, and may be on such terms as to price,
delivery and otherwise as the Agent, in its sole discretion, may determine,
except that shares shall be acquired from the Corporation at the mean (to four
decimal places) of the closing bid and asked prices of Common Stock as quoted on
the NASDAQ National Market Issues as of the applicable date of purchase, as
determined hereunder. If Common Stock is not traded on any such date, the price
of shares shall be determined as of the next preceding date on which trading
occurred.
3. Account. The Agent (or other record keeping agent), solely for its
convenience, shall establish a bookkeeping entry for the benefit of the
Participant (an "Account"). Notwithstanding the foregoing, the Agent may
commingle the Participant's dividends and cash payments with those of other
Participants. The Agent may hold Common Stock acquired hereunder in a block, in
its name or in the name of its nominee.
In the case of each purchase hereunder, the price at which the Agent shall
be deemed to have acquired shares for an Account shall be the average price of
all shares purchased for Participants in the Program with their aggregate funds
used for such purpose.
4. Investment of Dividends. Dividends shall be invested by the Agent
promptly after receipt; in no event shall dividends be invested by the Agent
later than 30 days after each dividend payment date of the Corporation, except
where necessary to comply with Rule 10b-6 under the Securities Exchange Act of
1934 or other applicable provisions of the Federal securities laws.
Participants' funds held by the Agent pending investment in Common Stock will
not bear interest.
Notwithstanding the foregoing, a Participant may elect to withdraw his
cash dividend payment subject to the Program by providing written notice to the
Agent not less than one business day before the dividend record date immediately
preceding the date on which such payment is to be invested.
5. Investment of Cash Payments. Cash payments hereunder shall be made in
the form of check or money order made payable to the Agent, in a minimum amount
of $50 and a maximum amount of $5,000 each quarter. Cash payments shall be
aggregated with dividends and invested in accordance with paragraph 4 hereof.
Pending such investment, cash payments shall be held without interest.
Notwithstanding the foregoing, a Participant may request the return of his
cash payment by providing written notice to the Agent not less than one business
day prior to any dividend record date; if notice is not timely received, that
cash payment shall be invested as of the applicable dividend payment date.
6. Custody. A Participant may deliver to the Agent, from time to time,
certificates representing shares of Common Stock for safekeeping hereunder. A
Participant may request the distribution of such shares, at any time, by written
notice to the Agent.
7. Statement of Account. Following each purchase, the Agent shall send to
each Participant whose funds have been applied to such purchase a statement
reflecting activity in the Account since the last purchase for the Account,
including a statement describing (a) the amount of cash dividends and/or
voluntary cash payments received by the Agent and applied to the purchase of
Common Stock hereunder, (b) the number of shares of Common Stock held for
safekeeping hereunder, (c) the purchase price of Common Stock, (d) the number of
whole shares and fractional share interests credited to the Participant's
Account in connection with the purchase, and (e) the total number of whole
shares and fractional share interests credited to the Participant's Account,
including shares acquired in the purchase.
8. Suspension of Purchases. Purchases or sales of Common Stock may be
temporarily halted or suspended at any time if the Agent or the Corporation
determines that the purchase or sale would contravene or be restricted by any
applicable regulation, interpretation or order of the Securities Exchange
Commission, of any other governmental commission, agency or instrumentality, of
any court or securities exchange or of the National Association of Securities
Dealers, Inc. Neither the Corporation nor the Agent shall be accountable, or
otherwise liable, for failure to make purchases or sales at such times.
9. Costs of Program. All charges relating to the purchase or custody of
Common Stock through the Program shall be paid by the Corporation. No
Participant shall be charged any commission, transaction fee or other charge for
purchasing Common Stock hereunder or the administration of the Program.
10. Share Certificates. No certificate will be issued to a Participant for
Common Stock held in an Account, unless the Participant requests such issuance,
in writing, from the Agent. Upon such written request, the Agent shall send to
the Participant a certificate for any full shares of Common Stock credited to
the Account, subject to the Participant's request. Any remaining whole shares
and fraction of a share will continue to be credited to the Participant's
Account. All such requests shall be handled by the Agent, without charge to the
Participant. No certificate for a fractional share shall be issued.
11. Taxes. It is understood that the reinvestment of dividends will not
relieve the Participant of any taxes which may be payable on such dividends. The
Agent will report annually to each Participant the amount of dividends credited
to the Account during the year.
12. Proxy Voting. The Agent shall send to each Participant a form of proxy
representing all whole shares and any fractional share of Common Stock held by
the Participant in his Account. If the Participant does not direct the Agent as
to how such shares are to be voted, the Agent shall not vote such Common Stock.
13. Withdrawal. A Participant may withdraw from the Program at any time by
giving written notice of termination to the Agent, but any such notice shall not
be effective if it is received by the Agent less than one business day before
the dividend record date immediately preceding the dividend payment date on
which a purchase is to be made hereunder. Upon such termination, the Participant
shall receive a certificate for the number of whole shares of Common Stock
allocated to his Account and shall receive cash in lieu of any fractional
interest in a share, determined as the mean of the closing bid and asked prices
of Common Stock as quoted on NASDAQ National Market Issues as of the date of
termination.
If the Participant disposes of all Common Stock registered in his or her
name, the Agent shall continue to invest the dividends on the Common Stock held
in the Account until the Participant notifies the Agent, in writing, of his
withdrawal hereunder.
14. Stock Dividends, Splits or Rights. Any stock dividend or stock split
declared by the Corporation on Common Stock held by the Agent for the
Participant will be credited to the Account. In the event that the Corporation
makes available to its stockholders warrants or other rights to subscribe to
additional shares, debentures, or other securities, such rights accruing on
Common Stock held by the Agent for Participants will be sold, and the Agent will
promptly apply the resultant funds to the purchase of additional shares of
Common Stock for the Account. Such purchases will be reflected on the statement
mailed to the Participant following the next investment of cash dividends. In
lieu of the foregoing, if a Participant wishes to exercise such rights, he or
she must, by written request received by the Agent prior to the record date for
such rights, withdraw full shares from his or her Account by requesting that the
Agent issue a certificate for these shares.
15. Limitation of Liability. Neither the Corporation nor the Agent shall
be liable hereunder for any act done or for any omission made in good faith,
including, without limitation, (a) any claim or liability arising out of failure
to terminate a Participant's Account upon such Participant's death or incapacity
prior to receipt of notice in writing of such death or incapacity, (b) the price
or prices at which shares of Common Stock are purchased for the Participant's
Account, (c) the times such purchases are made, or (d) the value of shares of
Common Stock credited to a Participant's account.
16. Right of Participant. The Participant shall have no right to draw
checks or drafts against the Account or to give instructions to the Agent with
respect to any Common Stock or cash held therein, except as expressly provided
in this Participation Agreement. Shares allocated to an Account or held for
safekeeping hereunder shall not be subject to pledge, assignment, mortgage or
other disposition, except as expressly provided hereunder.
17. Notices. Notices to a Participant may be given by letter addressed
addressed to the Participant at the last address of record filed with the Agent.
18. Amendment. This Participation Agreement may be amended or supplemented
by Corporation, at any time or times, by mailing appropriate notice at least 30
days prior to the effective date thereof to each Participant at the last address
of record; provided, however, that no such amendment shall materially increase
the duties of the Agent hereunder without the Agent's prior written consent. Any
such amendment or supplement shall conclusively be deemed to be accepted by each
Participant unless, prior to the effective date thereof, the Agent receives
written notice of the termination of his Account. Any such amendment may include
the appointment of a successor agent under this Participation Agreement. The
Corporation is authorized to pay to such successor agent for the Account of each
Participant in the Program all dividends payable on shares of Common Stock in
the Account, the same to be applied by such successor agent as provided in this
Participation Agreement.
19. Resignation of the Agent. The Agent may resign as agent for the
Participant at any time or times by giving written notice of such action to the
Corporation at least 60 days prior to the effective date thereof. The
Corporation may remove the Agent as agent for the Participants and the Program
at any time or times by giving written notice of such action to the Agent at
least 60 days prior to the effective date thereof. In the event the Agent
resigns or is removed by the Corporation, the Corporation shall appoint a
successor to the Agent within 30 days after notice is given by the Agent or the
Corporation, which successor shall be a bank or trust company organized under
the laws of the United States or any state thereof. Failing an appointment
within such period, the Program shall be terminated effective as of the
effective date of the resignation or removal of the Agent, provided that
appropriate notice of such action shall be mailed to the Participant at least 30
days prior to the effective date thereof.
20. Notices. Any notice, consent, request or other communication required
or permitted to be given or made to the Agent by a Participant or the
Corporation in connection with the Program shall be made in writing, shall be
addressed to The Bank of New York, Dividend Reinvestment Department, P. O. Box
1362, Newark, New Jersey 07191-1362, or such other address as the Agent shall
furnish to the Participant or the Corporation, and shall be deemed to have been
given when received by the Agent's Corporate Trust Department.
Any notice or other communication required or permitted to be given by the
Agent or the Corporation to the Participant in connection with the Program shall
be in writing and shall be deemed to have been sufficiently given for all
purposes upon the deposit thereof, postage prepaid and addressed to the
Participant at his address as it shall last appear on the Agent's records, in
the United States mail.
Any notice or other communication required or permitted to be given by the
Agent to the Corporation in connection with the Program shall be in writing,
shall be addressed to Whitney Holding Corporation, 228 St. Charles Avenue, New
Orleans, Louisiana 70130, and shall be deemed to have been given when received
by the Corporation.
21. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York and the Federal and state
securities laws.
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No person is authorized to give any information or to make any representations
other than those contained or incorporated by reference in the Prospectus in
connection with the offer contained in this Prospectus and, if given or made,
any such information or representation must not be relied upon as having been
authorized by Whitney Holding Corporation. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy securities in any state or
other jurisdiction where, or to any person to whom, it is unlawful to make such
an offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of Whitney Holding Corporation since the date
hereof.
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TABLE OF CONTENTS
Page
WHITNEY HOLDING CORPORATION................................................... 2
DESCRIPTION OF PROGRAM ....................................................... 4
General ............................................................ 4
Participation ........................................................... 5
Purchases of Common Stock ............................................... 6
Custody of Common Stock ................................................. 7
Sale, Transfer or Pledge of
Common Stock ......................................................... 8
Other Information About the
Program............................................................... 8
DOCUMENTS INCORPORATED BY
REFERENCE............................................................... 10
INDEMNIFICATION OF OFFICERS AND
DIRECTORS............................................................... 11
USE OF PROCEEDS.............................................................. 12
PLAN OF DISTRIBUTION......................................................... 12
LEGAL MATTERS................................................................ 12
EXHIBIT A.................................................................... 13
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WHITNEY
HOLDING
CORPORATION
---------------
PROSPECTUS
---------------
---------------
Common Stock
(no par value)
---------------
DIVIDEND
REINVESTMENT
AND
STOCK PURCHASE
PROGRAM
August 1, 1997
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13
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