[OBJECT OMITTED]
March 9, 2000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
Whitney Holding Corporation (the "Company") will hold its Annual Meeting of
Shareholders on Wednesday, April 19, 2000, at 10:30 a.m. at the Pan-American
Life Center, 601 Poydras Street, 11th Floor, New Orleans, Louisiana, for the
following purposes:
1. To elect two directors to serve until the 2005 Annual Meeting.
2. To ratify the selection of Arthur Andersen LLP as independent
public accountants to audit the books of the Company and its
subsidiaries for 2000.
3. To transact such other business as may properly come before
the meeting or any adjournments or postponements thereof.
Only shareholders of record at the close of business on February 24, 2000
are entitled to notice of, and to vote at, this meeting.
By order of the Board of Directors.
JOSEPH S. SCHWERTZ, JR.
Secretary
228 St. Charles Avenue, New Orleans, Louisiana 70130
YOUR VOTE IS IMPORTANT
Whether or not you expect to attend the meeting, please mark, date, sign and
promptly return the enclosed proxy in the accompanying envelope. No postage is
required if mailed in the United States. You may later revoke your proxy and
vote in person.
<PAGE>
[OBJECT OMITTED]
228 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70130
PROXY STATEMENT
Whitney Holding Corporation (the "Company") is furnishing this proxy
statement to its shareholders in connection with the solicitation of proxies on
behalf of its Board of Directors for the 2000 Annual Meeting of Shareholders to
be held on April 19, 2000 and at any adjournments or postponements thereof. Your
proxy will be voted in the manner you specify if you properly and timely
complete and return the proxy card. If you return the proxy but do not specify a
manner of voting, the proxy will be voted FOR election of the nominees for
directors hereinafter named and FOR ratification of the Board's selection of
Arthur Andersen LLP as our independent public accountants.
You may revoke your proxy by notifying the Company's secretary in writing or
by filing a properly executed proxy of later date with the secretary at or
before the Annual Meeting.
We will begin mailing this Proxy Statement and related materials to
shareholders on or about March 9, 2000 and will bear the cost of soliciting
proxies. Directors, officers and regular employees of the Company and its
banking subsidiary, Whitney National Bank (the "Bank"), may solicit proxies by
mail, telephone, facsimile machine or personal interview, but will not receive
additional compensation therefor.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record as of the close of business on February 24, 2000
are entitled to notice of and to vote at the meeting. On that date, 22,597,968
shares of common stock, our only class of authorized stock, were outstanding.
Each share is entitled to one vote.
As of February 24, 2000, the person named below was, to our knowledge, the
only beneficial owner of more than 5% of our outstanding stock, as defined by
Rule 13d-3 of the Securities and Exchange Commission.
Name and Address Shares Beneficially Percent of
of Beneficial Owner Owned (1) Class
------------------------------- -------------------- ---------
Estate of William G. Helis............... 1,265,930 5.60%
a Louisiana partnership, and affiliates
912 Whitney Building
New Orleans, Louisiana 70130
(1) Includes direct and indirect ownership. Based on Amendment No. 1 to
Schedule 13D, dated December 31, 1990 as filed with the Securities and
Exchange Commission. David A. Kerstein, an attorney, has shared voting and
investment power with respect to 1,150,975 shares owned by the Estate of
William G. Helis by virtue of his status as co-executor, co-administrator
and co-trustee for, and under revocable delegations of authority given by,
several successions, trusts and natural persons who in the aggregate have a
100% partnership interest, and under a revocable delegation of authority
given by the partnership itself. This figure also includes Mr. Kerstein's
shared voting and investment power with respect to 108,537 shares owned by
the Succession of William G. Helis, Jr., of which he serves as co-executor,
and 6,418 shares owned by The Helis Foundation, of which he serves as
principal manager. Mr. Kerstein disclaims beneficial ownership of all such
shares.
<PAGE>
ELECTION OF DIRECTORS
The Company's charter provides for a Board of Directors of five to
twenty-five persons, divided into five classes serving staggered five-year
terms. The Board fixes the number of directors and it is currently set at 16.
Two directors are to be elected this year. The Board nominates John J. Kelly and
William L. Marks to serve until the 2005 Annual Meeting. Messrs. Kelly and Marks
were elected at a prior shareholders' meeting.
Directors will be elected by a plurality of the votes actually cast. We will
disregard abstentions and broker nonvotes. We expect that each nominee will be
available for election. If a nominee is unavailable, the proxies will cast your
vote for any substitute nominee the Board recommends.
The following table sets forth information we obtained from the nominees and
other directors about (a) their principal occupations for the last five years,
(b) directorships they hold with other public companies and (c) their beneficial
ownership of the Company's outstanding stock as of December 31, 1999. Also
included is the beneficial stock ownership of each of the named executive
officers in the Summary Compensation Table, as defined by Rule 13d-3 of the
Securities and Exchange Commission.
<TABLE>
<CAPTION>
Shares Percent
Director Term Beneficially of
Name and Age Principal Occupation Since Expires Owned (1) Class
- ------------ -------------------- ------- ------- -------- ------
<S> <C> <C> <C> <C> <C>
Nominees for Term Expiring 2005
John J. Kelly, 65 Former President, Textron 1986 2000 9,907(2)(3) *
Marine and Land Systems
(designs and builds advanced
technology vehicles and
ships); Chairman, Louisiana
Technology Council
William L. Marks, 56 Chairman of the Board and 1990 2000 286,470(4) 1.15%
Chief Executive Officer of
the Company and the Bank
Directors with Continuing Terms
Guy C. Billups, Jr., 71 Former Chairman of the Board 1997 2002 454,828(2)(5) 2.55%
of Merchants Bancshares, Inc. and
Merchants Bank & Trust Company;
Director, Billups Plantation, Inc.
(farming)
Harry J. Blumenthal, Jr., 54 President, Blumenthal 1993 2004 19,425(2)(6) *
Print Works, Inc.
(textiles manufacturing)
Joel B. Bullard, Jr., 49 President, Joe Bullard 1994 2004 16,896(2)(7) *
Automotive Companies
<PAGE>
Shares Percent
Director Term Beneficially of
Name and Age Principal Occupation Since Expires Owned (1) Class
- ------------ -------------------- ----- ------- --------- -----
James M. Cain, 66 Former Vice Chairman, Entergy 1987 2002 8,489(2)(8) *
Corp. (utility holding company);
former Chairman of the Board,
Chief Executive Officer and President,
Louisiana Power and Light Company (electric
utility); Former Director, Chief Executive
Officer and President, New Orleans Public
Service, Inc.,
(retired 1993)
Angus R. Cooper II, 56 Chairman and Chief Executive 1994 2004 141,834(2)(9) *
Officer, Cooper/T. Smith Corp.
(shipping service company)
Robert H. Crosby, Jr., 79 Chairman of the Board and 1972 2002 18,106(2)(10) *
Chief Executive Officer,
Crosby Land & Resources
(timberland holdings, oil
and gas production)
Richard B. Crowell, 61 Attorney, Crowell & Owens 1983 2002 181,597(2)(11) *
William A. Hines, 63 Chairman of the Board, 1986 2001 156,500(2)(12) *
Nassau Holding Corporation
(holding company of entities
in oil field service industry);
Director, Unifab International, Inc.
E. James Kock, Jr., 71 Former President: Bowie 1965 2003 52,384(2)(13) *
Lumber Associates, Downmans
Associates, Jeanerette Lumber &
Shingle Co., Ltd. and White
Castle Lumber & Shingle Co., Ltd.
(land and timber holdings, and
investments), retired 1993
Alfred S. Lippman, 61 Partner, Lippman, Mahfouz 1996 2001 70,113(2)(14) *
& Martin, Attorneys at Law
R. King Milling, 59 President of the Company 1979 2003 112,683(15) *
and the Bank
John G. Phillips, 77 Former Chairman of the Board 1972 2003 10,900(2)(16) *
and Chief Executive Officer, The
Louisiana Land and Exploration
Company (oil and gas exploration
and production), retired 1985
<PAGE>
Shares Percent
Director Term Beneficially of
Name and Age Principal Occupation Since Expires Owned (1) Class
- ------------ -------------------- ------- ------- --------- -----
John K. Roberts, Jr., 63 Chairman of the Board, 1985 2002 112,100(2)(17) *
Pan-American Life
Insurance Company (markets
and services life, health
and retirement insurance);
Director, Pan-American
Financial Services, Inc.
Carroll W. Suggs, 61 Chairman, Chief Executive 1996 2001 5,200(2)(18) *
Officer and President,
Petroleum Helicopters, Inc.
Executive Officers
Robert C. Baird, Jr., 49 Executive Vice President of - - 51,006(19) *
the Company and the Bank
John C. Hope III, 50 Executive Vice President - - 81,921(20) *
of the Company and the Bank
Kenneth A. Lawder, Jr., 58 Executive Vice President - - 90,390(21) *
of the Company and the Bank
All 23 directors and executive
officers of the Company as a group 2,587,364(22) 11.45%
</TABLE>
* Less than 1%
(1) Ownership shown includes direct and indirect ownership and, unless
otherwise noted, also includes sole investment and voting power with
respect to reported holdings.
(2) With the exceptions noted below, these share totals include the
following shares subject to option that have been granted pursuant to
the Directors' Compensation Plan: (a) options on 1,000 shares granted
in 1994 and exercisable through June 30, 2004 at a price of $26.25 per
share; (b) options on 1,000 shares granted in 1995 and exercisable
through June 30, 2005 at a price of $26.75 per share; (c) options on
1,000 shares granted in 1996 and exercisable through June 30, 2006 at a
price of $30.50 per share; (d) options on 1,000 shares granted in 1997
and exercisable through June 30, 2007 at a price of $42.4375; (e)
options on 1,000 shares granted in 1998 and exercisable through June
30, 2008 at a price of $50.875; and (f) options on 1,000 shares granted
in 1999 and exercisable through June 30, 2009 at a price of $39.3125.
The total shares for Messrs. Bullard and Cooper, who joined the
Company's Board after the 1994 option grant, include only those shares
subject to option described in items (b), (c), (d), (e) and (f) above.
The total shares for Mr. Crowell include those shares acquired through
exercise of options (a), (b), (c) and (d) and those shares subject to
option described in items (e) and (f) above. The total shares for Mr.
Kock include shares acquired through exercise of options (a) and (b)
and those shares subject to option described in items (c), (d), (e) and
(f) above. The total shares for Mr. Lippman and Ms. Suggs, who joined
the Company's Board after the 1995 option grant, include only those
shares subject to option described in item (c), (d), (e) and (f) above.
The share total for Mr. Billups, who joined the Company's Board in
1997, include shares acquired through exercise of option (d) and those
shares subject to option described in item (e) and (f) above.
(3) Mr. Kelly is a member of the Company's and the Bank's Executive
Committees and the Bank's Audit Committee.
(4) Mr. Marks is an ex-officio member of the Bank's Executive and
Nominating Committees and is a member of the Company's Executive
Committee and the Bank's Trust Committee. His share total includes the
following restricted and optioned shares granted pursuant to the
Company's Long-Term Incentive Program: 44,500 shares of restricted
stock; options on 11,429 shares, exercisable through July 26, 2004 at a
price of $28.00 per share; options on 14,537 shares, exercisable
through July 25, 2005 at a price of $28.875 per share; options on
14,667 shares, exercisable through July 23, 2006 at a price of $30.00
per share; options on 40,000 shares, exercisable through June 30, 2007
at a price of $42.4375 per share; options on 20,000 shares, exercisable
through June 9, 2008 at a price of $55.00 per share; and options on
20,000 shares, exercisable through June 8, 2009 at a price of $40.65625
per share. His share total also includes 3,024 shares of stock held for
the benefit of Mr. Marks in the Company's Savings Plus Plan.
(5) Mr. Billups' total shares include 1,000 shares that are held by his
spouse for which Mr. Billups disclaims beneficial ownership.
(6) Mr. Blumenthal is a member of the Company's and the Bank's Executive
Committees. His total shares include shared voting and investment power
with respect to 7,425 shares owned by a member of Mr. Blumenthal's
family, for which beneficial ownership is disclaimed.
(7) Mr. Bullard's total shares include 2,250 shares in a profit sharing
trust, and 5,240 shares in family trusts, for which beneficial
ownership is disclaimed.
(8) Mr. Cain is a member of the Company's and the Bank's Executive and
Nominating Committees. He is also a member of the Bank's Audit
Committee.
(9) Mr. Cooper serves on the Company's and the Bank's Executive and
Compensation Committees. His total shares include 1,400 shares owned by
Mr. Cooper's minor child in an account over which he is custodian and
for which beneficial ownership is disclaimed.
(10) Mr. Crosby is a member of the Company's and the Bank's Executive and
Compensation Committees. He is also a member of the Bank's Trust
Committee. His total shares include 450 shares owned by a member of his
family and 6,750 shares owned by a partnership of which Mr. Crosby is
an officer and a director in which he has a beneficial interest. His
total shares also include 7 shares owned by an investment club of which
a member of Mr. Crosby's family is a member.
(11) Mr. Crowell is a member of the Bank's Audit Committee. His total shares
include 65,946 shares owned by members of Mr. Crowell's family and
family trusts, for which beneficial ownership is disclaimed.
(12) Mr. Hines is a member of the Company's and the Bank's Executive
Committees. His total shares include 5,000 shares owned by a relative
of Mr. Hines for which beneficial ownership is disclaimed.
(13) Mr. Kock is a member of the Company's and the Bank's Executive and
Nominating Committees. He is also a member of the Bank's Trust
Committee. His share total includes 8,440 shares over which Mr. Kock
holds a usufruct, 4,308 shares owned by several trusts for the benefit
of his children, for which he serves as trustee and for which
beneficial ownership is disclaimed and 3,578 shares owned by members of
Mr. Kock's family, for which he disclaims beneficial ownership.
(14) Mr. Lippman is a member of the Company's and the Bank's Executive
Committees. Mr. Lippman's total shares include 37,613 shares held for
the benefit of Mr. Lippman in the Lippman, Mahfouz & Martin 401(k)
Savings & Retirement Plan.
(15) Mr. Milling is an ex-officio member of the Bank's Executive and Trust
Committees and is a member of the Company's Executive Committee. His
share total includes the following restricted and optioned shares
granted pursuant to the Company's Long-Term Incentive Program: 16,821
shares of restricted stock; options on 3,851 shares, exercisable
through June 22, 2003 at a price of $19.42 per share; options on 2,429
shares, exercisable through July 26, 2004 at a price of $28.00 per
share; options on 2,537 shares, exercisable through July 25, 2005 at a
price of $28.875 per share; options on 4,597 shares, exercisable
through July 23, 2006 at a price of $30.00 per share; options on 7,500
shares, exercisable through June 30, 2007 at a price of $42.4375 per
share; options on 7,500 shares, exercisable through June 9, 2008 at a
price of $55.00 per share; and options on 7,500 shares, exercisable
through June 8, 2009 at a price of $40.65625 per share. His share total
also includes 3,360 shares of stock held for the benefit of Mr. Milling
in the Company's Savings Plus Plan.
(16) Mr. Phillips is a member of the Company's and the Bank's Compensation
Committees.
(17) Mr. Roberts is a member of the Company's and the Bank's Executive and
Compensation Committees and the Bank's Audit Committee. His total
shares include shared investment and voting power with respect to
95,550 shares owned by a company having an investment committee of
which Mr. Roberts is a member.
(18) Ms. Suggs is a member of the Company's and the Bank's Compensation
Committees.
(19) Mr. Baird's share total includes the following restricted stock and
shares subject to option granted pursuant to the Company's Long-Term
Incentive Program: 12,060 shares of restricted stock; options on 6,000
shares, exercisable through July 25, 2005 at a price of $28.875 per
share; options on 6,000 shares, exercisable through July 23, 2006 at a
price of $30.00 per share; options on 7,500 shares, exercisable through
June 30, 2007 at a price of $42.4375 per share; options on 7,500
shares, exercisable through June 9, 2008 at a price of $55.00 per
share; and options on 7,500 shares, exercisable through June 8, 2009 at
a price of $40.65625 per share. His share total also includes 10 shares
of stock owned by Mr. Baird's son for which beneficial ownership is
disclaimed and includes 1,097 shares of stock held for the benefit of
Mr. Baird in the Company's Savings Plus Plan.
(20) Mr. Hope's share total includes the following restricted stock and
shares subject to option granted pursuant to the Company's Long-Term
Incentive Program: 12,060 shares of restricted stock; options on 6,000
shares, exercisable through July 25, 2005 at a price of $28.875 per
share; options on 6,000 shares, exercisable through July 23, 2006 at a
price of $30.00 per share; options on 7,500 shares, exercisable through
June 30, 2007 at a price of $42.4375 per share; options on 7,500
shares, exercisable through June 9, 2008 at a price of $55.00 per
share; and options on 7,500 shares, exercisable through June 8, 2009 at
a price of $40.65625 per share. His share total also includes 2,000
shares of stock owned by Mr. Hope's children for which beneficial
ownership is disclaimed and includes 7,834 shares of stock held for the
benefit of Mr. Hope in the Company's Savings Plus Plan.
(21) Mr. Lawder's share total includes the following restricted stock and
shares subject to option granted pursuant to the Company's Long-Term
Incentive Program: 12,330 shares of restricted stock; options on 5,963
shares, exercisable through May 27, 2002 at a price of $13.22 per
share; options on 3,851 shares, exercisable through June 22, 2003 at a
price of $19.41667 per share; options on 6,000 shares, exercisable
through July 26, 2004 at a price of $28.00 per share; options on 6,000
shares, exercisable through July 25, 2005 at a price of $28.875 per
share; options on 6,000 shares, exercisable through July 23, 2006 at a
price of $30.00 per share; options on 7,500 shares, exercisable through
June 30, 2007 at a price of $42.4375 per share; options on 7,500
shares, exercisable through June 9, 2008 at a price of $55.00 per
share; and options on 7,500 shares, exercisable through June 8, 2009 at
a price of $40.65625 per share. His share total also includes 1,186
shares of stock held for the benefit of Mr. Lawder in the Company's
Savings Plus Plan.
(22) The Bank serves as trustee of the Savings Plus Plan Trust, which held
364,468 shares (1.61%) as of December 31, 1999. An executive officer of
the Company serves with other Bank employees on a committee which makes
voting decisions with respect to these shares. The Bank also serves as
trustee of the Company's Retirement Plan Trust, which held 219,800
shares (.97%) as of December 31, 1999. An executive officer of the
Company serves with other Bank employees on a committee which makes
voting and investment decisions with respect to these shares. Such
shares have been included only once in calculating the beneficial
ownership of all officers and directors as a group.
INFORMATION CONCERNING MANAGEMENT
Board Committees. The Company has no standing Audit Committee, but has
a Nominating and a Compensation Committee. The Nominating Committee is composed
of Messrs. Cain, Kock, and Watters and held no meetings during 1999. The Company
has not fully defined the Nominating Committee's functions and operating
procedures. The Compensation Committee is composed of Messrs. Cooper, Crosby,
Howson, Phillips and Roberts and Ms. Suggs and is discussed below.
The Bank has an Audit Committee that evaluates the scope and results of
internal and external audits. The Audit Committee meets quarterly and is
composed of at least three members appointed annually. Messrs. Cain, Crowell,
Howson, Kelly and Roberts served on the committee during 1999.
The Company's Board held 12 meetings in 1999. All directors other than
Mr. Hines attended at least 75% of the aggregate number of meetings of the Board
and the committees of the Company on which they served.
Compensation of Directors. All Company directors are also directors of
the Bank. Except for stock awards and options described below, we do not pay
directors for attendance at Company board meetings. During 1999, the Bank paid
its non-officer directors annual fees of $12,000 and $750 for each day on which
the director attended one or more Bank board or committee meetings.
In 1994, our shareholders approved the Directors' Compensation Plan and
in 1996 approved an amendment to the plan. For each non-employee director, this
plan (a) awards 300 shares of common stock annually, (b) grants 1,000
non-qualified stock options annually, and (c) allows directors to defer all or
part of their annual stock award and fees.
Any deferred amounts are credited to a bookkeeping account we maintain
for each director. Directors can allocate deferred amounts among an equity fund,
a fixed income fund, a money market fund and credits representing shares of the
Company's common stock. Earnings and losses based on the performance of the
selected investments are periodically credited to each director's account;
however, the Company is not required to actually acquire any asset based on the
directors' allocations. We established a rabbi trust and, as long as this plan
continues, we intend to contribute to this trust to fund our obligations under
the plan.
Plan benefits are distributed as designated by each director, which is
usually after the director is no longer on the board. Benefits are equal to the
amount credited to a director's account at the time of distribution.
EXECUTIVE COMPENSATION REPORT
Six independent, non-employee directors serve on the Company's
Compensation Committee. The Committee establishes, reviews and administers the
Company's executive compensation programs, sets the Chief Executive Officer's
salary, and approves salary adjustments for other executive officers, as the
Chief Executive Officer recommends. The Committee met four times during 1999 and
provides the following report on executive compensation for the 1999 fiscal
year.
Compensation Goals:
Each year, the Committee reviews the compensation practices of our peer
bank group and the national banking industry to establish a program that is
slightly above the median of these groups. The Company's peer bank group
consists of 11 high performing banks located in the south central United States,
including AmSouth, Bancorp South, Compass, Cullen/Frost Bankers, First
Tennessee, Hancock, Hibernia, Trustmark, Union Planters, Regions and SouthTrust.
Executive Compensation Components:
The executive compensation program consists of four basic components:
o Base Pay;
o Short-term bonuses;
o Long-term incentives; and
o Executive benefits.
In addition, executives participate in the benefit plans and programs that are
generally available to all employees of the Company and the Bank, such as the
Bank's retirement and 401(k) plans.
Base Pay. Base pay is cash compensation that is reviewed annually using
salary survey market data and adjusted annually for each executive, other than
the Chief Executive Officer, based upon a salary range that corresponds to the
executive's responsibilities and an assessment of the executives individual
performance. Adjustments are recommended by the Company's Chief Executive
Officer and approved by the Committee.
Short-Term Bonuses. Short-term bonuses are cash compensation awarded
annually under the Company's Executive Compensation Plan, provided designated
performance goals are achieved. The maximum amount that can be awarded as a
short term bonus in any year is 60% of an executive's base pay with one
exception, the Chairman and CEO can earn up to 75% of base pay in the form of a
short term bonus. The Committee may set the amount of any short-term bonus based
upon an assessment of each individual executive's performance subject to the
maximum award percentage.
For 1999, the performance goals designated by the Committee related to
the Company's return on average assets and return on average equity, when
measured against our peer bank group. The Committee determined that the 1999
performance goals were satisfied and awarded the following bonuses to the named
executives: William L. Marks, $372,325; R. King Milling, $188,580; Kenneth A.
Lawder, Jr., $105,084; John C. Hope, $103,320; Robert C. Baird, Jr., $103,320.
The total of these awards is $872,629.
Long-Term Incentives. Long-term incentives are intended to link the
financial performance of the Company to the financial interests of its
executives. During 1999, the Committee made target awards of performance-based
restricted stock subject to a three-year vesting requirement. The Committee will
determine the amount of any final award (between 0% and 200% of the target
award) at the end of a three-year performance cycle. These awards will be based
upon the attainment of performance goals during the three-year period that
relate to the Company's return on average assets and return on average equity
when compared to the peer bank group.
In 1999, the Committee also awarded incentive and nonstatutory options
to the named executives, which they can exercise from six months after the date
of grant to ten years from the date of grant. The exercise price of these
options is the fair market value of the Company's common stock, determined as of
the date the options were granted.
Executive Benefits. Executives are also eligible to participate in a
noncontributory, supplemental retirement plan and may defer the receipt of
compensation through the Company's Deferred Compensation Plan. The Committee
believes that these plans are necessary to ensure that our executive
compensation package provides sufficient opportunity to accumulate the funds
necessary for retirement.
Compensation of Chief Executive Officer and Chairman:
The executive compensation practices described above were used by the
Committee to set the compensation of William L. Marks, the Chief Executive
Officer and Chairman of the Company and the Bank, at a level slightly above the
median of our peer bank group. Effective July 1, 1999, the committee approved a
5.1% base pay increase for Mr. Marks, raising his annual base pay from $685,000
to $720,000. With respect to fiscal year 1999, Mr. Marks was awarded a $372,325
bonus under the Executive Compensation Plan. This bonus was based solely on the
Company's attainment of performance goals related to return on average assets
and return on average equity, when measured against our peer bank group.
Mr. Marks also received a target award of performance-based restricted
stock, consisting of 16,500 shares. The amount of the award will be finally
determined (between 0% and 200% of the target amount) at the conclusion of a
three-year performance cycle ending December 31, 2001, based upon the Company's
return on average assets and average equity, when compared to our peer bank
group. The award will vest on June 8, 2002, provided Mr. Marks is employed by
the Company and/or the Bank on that date. Mr. Marks also received an aggregate
grant of 20,000 incentive and nonqualified stock options, which he can exercise
six months after the date of grant. The exercise price of these options is
$40.66 per share, which was the value of the Company's common stock as of the
grant date.
Deduction for Compensation:
Under Section 162(m) of the Internal Revenue Code, compensation in
excess of $1 million paid to the Chief Executive Officer or to any of the four
other most highly compensated officers generally cannot be deducted. Certain
performance-based compensation is exempt from the calculation of the $1 million
limit. The Committee generally intends that compensation, other than
performance-based compensation, will not be paid in excess of the limit. The
Committee, however, has retained the discretion to award compensation in excess
of the limit, such as short-term bonuses paid under the Executive Compensation
Plan.
Compensation Committee of the Board of Directors
Robert E. Howson, Chairman
Angus R. Cooper, II
Robert H. Crosby, Jr.
John G. Phillips
John K. Roberts, Jr.
Carroll W. Suggs
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative five-year shareholder return of
the Company's common stock, assuming an investment of $100 on December 31, 1994
and the reinvestment of dividends thereafter, to that of the U.S. common stocks
reported on the Nasdaq Total Return Index and the bank stocks of the KBW 50
Total Return Index. The KBW 50 Total Return Index is a proprietary bank stock
index of Keefe, Bruyette & Woods, Inc.; it tracks the returns of 50 large
banking companies throughout the United States.
[OBJECT OMITTED]
<PAGE>
I. SUMMARY COMPENSATION TABLE
The following table discloses the compensation earned by the Chief Executive
Officer and four other most highly-paid executive officers for each of the three
years ended December 31, 1999.
<TABLE>
<CAPTION>
============================= ================================= ============================================
Annual Compensation Long-Term Compensation Awards (1)
============================= ================================= ============================================
Awards
--------------------------------- --------------------------------------------
Restricted
Stock Options
Award Number
Dollar of All Other
Names and Principal Position Year Salary Bonus (2) Value (3) Shares(4) Compensation
----------------------------- -------- ------------ ----------- --------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
William L. Marks 1999 $702,500 $372,325 $670,890(5) 20,000 $11,973 (8)
Chairman & Chief Executive 1998 667,502 -- 440,000(6) 20,000 16,019
Officer of the Company and 1997 630,043 333,923 396,250(7) 40,000 10,590
the Bank
----------------------------- -------- ------------ ----------- --------------- ----------- ----------------
R. King Milling 1999 $449,000 $188,580 $277,342(5) 7,500 $ 9,768
President of the Company 1998 430,000 -- 192,500(6) 7,500 (9)
And the Bank 1997 410,022 172,209 138,688(7) 7,500 11,675
10,832
----------------------------- -------- ------------ ----------- --------------- ----------- ----------------
Kenneth A. Lawder, Jr. 1999 $278,000 $105,084 $196,388(5) 7,500 $ 8,310
Executive Vice President of 1998 271,999 -- 151,250(6) 7,500 (10)
the Company and the Bank 1997 260,010 109,204 108,969(7) 7,500 8,846
8,789
----------------------------- -------- ------------ ----------- --------------- ----------- ----------------
John C. Hope III 1999 $246,000 $103,320 $185,410(5) 7,500 $ 6,716
Executive Vice President of 1998 232,500 -- 151,250(6) 7,500 (11)
the Company and the Bank 1997 220,004 92,402 108,969(7) 7,500 6,244
6,132
----------------------------- -------- ------------ ----------- --------------- ----------- ----------------
Robert C. Baird, Jr. 1999 $246,000 $103,320 $185,410(5) 7,500 $ 5,985
Executive Vice President of 1998 232,499 -- 151,250(6) 7,500 (12)
the Company and the Bank 1997 212,504 99,252 108,969(7) 7,500 5,844
6,106
============================= ======== ============ =========== =============== =========== ================
</TABLE>
1. All awards are made under the Company's Long-Term Incentive Plan.
2. All amounts in this column were earned under the Executive Compensation
Plan, which provides for performance-based short-term cash awards.
3. This column represents the value of the restricted stock awards made to the
named executive officers.The dollar values were calculated using the market
market price of the Company's common stock on the date of award. The
aggregate value of all restricted stock awards calculated using the market
price of the Company's common stock as of December 31, 1999 ($37.0625) was
as follows: Mr. Marks, $1,649,281; Mr. Milling, $623,428; Mr. Lawder,
$456,981; Mr. Hope, $446,974; and Mr. Baird, $446,974. Dividends are paid
currently on these restricted shares. In 1999, restricted stock awards
previously granted in 1995 and 1996 to the named Executive Officers vested.
This included a performance-based adjustment to the restricted stock award
granted in 1996 to a total of 110% of the original target award based on
the Bank's performance compared to the peer bank group for the three year
period 1996, 1997 and 1998.
4. This column reflects the number of shares of common stock underlying
options granted to the named executive officers under the Company's
Long-Term Incentive Plan.
5. The restricted stock granted is a target award. The final award will be
adjusted (between 0% and 200%) based upon the Company's attainment of
performance goals that relate to return on average assets and return on
average equity when compared to a designated peer bank group over a
three-year performance cycle beginning January 1, 1999, and ending December
31, 2001. The restricted stock vests on June 8, 2002. The grant date for
the target award was June 9, 1999. The target award is valued at $40.66 per
share, the fair market value of the Company's common stock on the award
date.
6. The restricted stock granted is a target award. The final award will be
adjusted (between 0% and 200%) based upon the Company's attainment of
performance goals that relate to average assets and return on average
equity to a designated peer bank group over a three-year performance cycle
beginning January 1, 1998, and ending December 31, 2000. The restricted
stock vests on June 8, 2001. The grant date of the target award was June 9,
1998. The target award is valued at $55.00 per share, the fair market value
of the Company's common stock on the award date.
7. The restricted stock granted is a target award. The final award will be
adjusted (between 0% and 200%) based upon on the Company's return on
average assets and return on average equity when compared to a designated
peer bank group over a three-year performance cycle beginning January 1,
1997, and ending December 31, 1999. The restricted stock vests on March 17,
2000. The grant date of the target award was March 18, 1997. The target
award is valued at $39.625 per share, the fair market value of the
Company's common stock on the award date.
8. This represents $7,173 in imputed income for group term life insurance and
$4,800 in matching contributions to the Company's 401(k) plan.
9. This represents $4,968 in imputed income for group term life insurance and
$4,800 in matching contributions to the Company's 401(k) plan.
10. This represents $3,510 in imputed income for group term life insurance and
$4,800 in matching contributions to the Company's 401(k) plan.
11. This represents $1,916 in imputed income for group term life insurance and
$4,800 in matching contributions to the Company's 401(k) plan.
12. This represents $1,185 in imputed income for group term life insurance and
$4,800 in matching contributions to the Company's 401(k) plan.
II. OPTION GRANTS TABLE
The following table provides information about options granted under the
Company's Long-Term Incentive Plan in 1999 to each of the named executive
officers. The options were granted in the form of incentive stock options and
nonqualified options. No stock appreciation rights were granted in 1999.
<TABLE>
<CAPTION>
===============================================================================================================
Option Grants in 1999
===============================================================================================================
Potential Realizable Value
Individual Grants at Assumed Annual Rates of
Stock Price Appreciation
for Option Term
- -------------------------- ------------------------------------------------------ -----------------------------
Number of %of Total
Securities Options
Underlying Granted to Exercise or
Options Employees Base Price Expiration
Name Granted in 1999 (Per Share)(1) Date(2) 5% 10%
========================== ============ ============= ============= ============= ============= ===============
<S> <C> <C> <C> <C> <C> <C>
William Marks 20,000 12.14% $40.656 6/8/2009 $511,400 $1,295,900
R. King Milling 7,500 4.55% $40.656 6/8/2009 191,800 486,000
Kenneth A Lawder, Jr. 7,500 4.55% $40.656 6/8/2009 191,800 486,000
John C Hope III 7,500 4.55% $40.656 6/8/2009 191,800 486,000
Robert C Baird, Jr. 7,500 4.55% $40.656 6/8/2009 191,800 486,000
========================== ============ ============= ============= ============= ============= ===============
</TABLE>
1. The exercise price is the fair market value of the Company's common stock
on June 9, 1999, the date of grant. The exercise price may be paid in cash
or by delivery of already-owned common stock. An executive's tax
obligations related to the exercise of the options can be paid by the
offset (reduction) of the number of shares otherwise issuable on exercise.
2. All options are first exercisable six months from the date of grant, which
occurred on December 10, 1999, and remain exercisable until the expiration
date.
III. OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table provides information about options exercised in 1999 by
each of the named executive officers and the value of each officer's outstanding
options as of December 31, 1999. There were no stock appreciation rights
outstanding or exercised in 1999.
<TABLE>
<CAPTION>
====================================================================================================================
Option Exercises and Year-End Value Table
====================================================================================================================
Number of securities Value of unexercised
Shares underlying unexercised in-the-money options at
acquired on options at December 31,1999 December 31, 1999
Name exercise Value realized ----------------- -----------------
All exercisable All exercisable
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
William L. Marks 5,851 $ 78,013 120,633 $326,183
R. King Milling 0 0 35,914 143,206
Kenneth A. Lawder, Jr. 0 0 50,314 356,002
John C. Hope III 0 0 34,500 91,500
Robert C. Baird, Jr. 0 0 34,500 91,500
==============================================================================================================
</TABLE>
Retirement Plans, Change in Control Agreements
Retirement Plan. The Bank maintains a qualified, noncontributory
retirement plan, called the Whitney National Bank Retirement Plan. This plan is
for employees of the Company and the Bank who are at least 21 years old and have
completed at least one year of employment. Benefits payable under the plan are
based upon a participant's years of service and final average monthly
compensation (the average of the highest consecutive five years of compensation
during the 10 calendar years immediately before termination or retirement). It
is reduced by a portion of the participant's Social Security benefit.
The Company maintains a non-qualified, noncontributory, supplemental
pension plan for executive officers, called the Retirement Restoration Plan.
Benefits under this plan are determined using the benefit formula included in
the qualified retirement plan, but without regard to certain Internal Revenue
Code restrictions. Benefits under this plan are reduced by amounts paid from the
qualified retirement plan.
<PAGE>
The following table illustrates the aggregate estimated annual
retirement benefits payable from both the qualified and nonqualified retirement
plans. The table does not indicate required deductions for Social Security
benefits.
<TABLE>
<CAPTION>
============================================================================================================
ESTIMATED ANNUAL RETIREMENT BENEFITS (1)(2)
============================================================================================================
Credited Years of Service (3)
- ---------------------------- -------------- ---------------- --------------- --------------- ---------------
Highest Successive Five-Year 10 15 20 25 30
Average Remuneration (4)
- ---------------------------- -------------- --------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
$ 200,000 $ 36,000 $ 54,900 $ 73,200 $ 91,500 $109,800
300,000 54,900 82,300 109,800 137,250 164,700
400,000 73,200 109,800 146,400 183,000 219,600
500,000 91,500 137,250 183,000 228,750 274,600
600,000 109,800 164,700 219,600 274,500 329,400
700,000 128,100 192,150 256,200 330,250 384,300
800,000 146,400 219,600 292,800 366,000 439,200
1,000,000 183,080 274,500 366,000 375,000 549,000
1,200,000 219,600 329,400 439,200 549,000 658,800
============================= ============== ================ =============== =============== ==============
</TABLE>
1. No more than $135,000 (as adjusted by the Internal Revenue Service) can be
paid as an annual benefit from the qualified retirement plans.
2. Retirement benefits are payable at age 65 in the form of a straight life
annuity.
3. As of December 31, 1999, Messrs. Marks, Milling, Lawder, Hope, and Baird
had, respectively, 9, 15, 8, 5,and 4 years of service.
4. No more than $170,000 (as adjusted by the Internal Revenue Service) can be
taken into account as compensation under the qualified retirement plan.
Compensation used to determine the benefits summarized above includes
amounts shown in the "Salary" and "Bonus" columns of the Summary
Compensation Table. The value of grants and awards under the Company's
Long-Term Incentive Plan are excluded.
Change in Control Agreements. The Company and the Bank have entered
into change in control agreements with Messrs. Marks, Milling, Lawder, Hope and
Baird. These agreements provide for payment of a severance benefit equal to 300%
of base pay, and annual bonus payable under the executive compensation plan,
determined as if all performance goals were satisfied, the immediate vesting of
outstanding grants and awards under the Company's Long-Term Incentive Plan, the
payment of an amount equal to certain additional accruals under the Company's
retirement plans, and the continuation of coverage under the Company's group
health plans. The agreements also provide for the payment of any golden
parachute excise tax payable with respect to such payments.
Payments are triggered by termination of employment for any reason,
other than cause, or the voluntary resignation of the executive following a
change in duties, each in connection with a change in control of the Company or
the Bank. For this purpose, a change in control occurs if:
o any person acquires or beneficially owns more than 20% of the
Company's outstanding common stock without board approval;
o any regulatory agency takes action to reorganize or liquidate the
Bank;
o the Company or the Bank enters into a merger or consolidation, or
sells all or substantially all of their stock or assets, unless
the acquiring corporation assumes the obligations under the
agreements; or
o the majority of the board members of the Company or the Bank
changes.
CERTAIN TRANSACTIONS
The Bank has made, and expects to make in the future, loans in the
ordinary course of business to directors and officers of the Company and the
Bank, members of their immediate families, and their associates. Such loans have
been made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons, and did not involve more than the normal risk of collectibility
or present other unfavorable features. In addition, Mr. Bullard, a director of
the Company and the Bank, personally borrows from the Bank and guarantees or is
otherwise liable for several commercial and real estate loans made by the Bank
to his closely held companies. The largest aggregate indebtedness of these loans
during 1999 was $6,849,705 and the aggregate balance on December 31, 1999 was
$6,711,186. Interest accrued on these loans during 1999 at rates ranging from
7.75% to 8.75%.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers, directors and 10% beneficial shareholders to file initial reports of
ownership of the Company's stock, as well as reports of changes in ownership
with the Securities and Exchange Commission. Based on information we received,
all required filings by such persons were timely made during 1999 except for one
late report made by Mr. Hope, Executive Vice President of the Company and the
Bank.
ACCOUNTANTS
Arthur Andersen LLP have been our auditors since 1964. We ask that you
ratify their selection by the Board as independent public accountants to audit
the books of the Company and its subsidiaries for 2000. Representatives of
Arthur Andersen LLP are expected to be present at the Annual Meeting and will
have the opportunity to make a statement if they so desire. They will also be
available to respond to appropriate questions. If the shareholders do not ratify
our selection, the Board will consider the appointment of other auditors.
SHAREHOLDER PROPOSALS
For any shareholder proposal to be considered for our proxy statement and
proxy for the 2001 Annual Meeting of Shareholders, we must receive the written
proposal at our principal executive office no later than November 10, 2000. In
addition, the proxy solicited by the Board of Directors for the 2001 Annual
Meeting of Shareholders will confer discretionary authority to vote on any
shareholder proposal presented at that meeting.
OTHER MATTERS
We do not know of any matters to be presented at the meeting other than
those set forth in the accompanying Notice. However, if any other matters
properly come before our 2000 annual meeting or any adjournments or postponement
thereof, the proxy holders will vote or abstain from voting thereon in
accordance with their best judgment.
By order of the Board of Directors.
William L. Marks,
Chairman
