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Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Whitney Holding Corporation
Commission File No. 000-01026
[Prattville Financial Services Corporation Letterhead]
To Our Shareholders:
As you probably already know, your Board of Directors and Management
have executed an agreement for the merger of Prattville Financial Services
Corporation with and into Whitney Holding Corporation (Whitney). A copy of the
August 8, 2000 press release covering the proposed merger is enclosed for your
review.
Whitney is headquartered in New Orleans, Louisiana and is publicly
traded on the NASDAQ Stock Market under the trading symbol WTNY. Whitney is well
known for its commitment to personal banking relationships and to the
communities its serves, while providing strength and other advantages associated
with a larger banking institution. We believe that Whitney is the right fit for
our shareholders, our customers and our employees.
Whitney has approximately $6 billion in total assets, and its principal
subsidiary is Whitney National Bank, which was founded in 1883. After the
acquisition, Bank of Prattville will be merged with Whitney National Bank.
The proposed acquisition, which is valued at approximately $40.5 million, is
subject to certain conditions, including approval by Prattville Financial
Services Corporation shareholders and appropriate regulatory agencies. Over the
next few months, you will be receiving more information about the proposed
merger, including a prospectus, information about the shareholders meeting to
vote on the transaction and instructions as to how to handle exchange of your
Prattville Financial Services Corporation stock certificates if the merger is
approved.
In the meanwhile, we suggest that you make certain that you know the location of
all of your Prattville Financial Services Corporation stock certificates. Should
you not be able to locate your certificates, please write me at P. O. Box 681400
to request indemnification documents so that replacement certificates can be
issued as soon as possible.
Because of restrictions imposed by security laws and regulations, most of the
information about the proposed merger must be provided to you in specific
documents, such as those indicated above and the enclosed press release, rather
than in any other manner. However, if you have any questions about the proposed
transaction with Whitney, please do not hesitate to call me.
Sincerely,
A. C. Striplin
Secretary / Treasurer
ENC:
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Joint Press Release of Whitney Holding Corporation and Prattville Financial
Services Corporation
[WHITNEY LOGO]
WHITNEY HOLDING CORPORATION
228 ST. CHARLES AVENUE
NEW ORLEANS, LA 70130
NEWS RELEASE
CONTACT: Thomas L. Callicutt, Jr. FOR IMMEDIATE RELEASE
504/552-4591 August 8, 2000
WHITNEY TO INCREASE PENETRATION OF MONTGOMERY, ALABAMA MARKET THROUGH
ACQUISITION OF PRATTVILLE FINANCIAL SERVICES
New Orleans, Louisiana. Whitney Holding Corporation (NASDAQ-WTNY)
announced today that it has entered into a definitive agreement to acquire
Prattville Financial Services Corporation ("PFSC"), whose principal subsidiary
is Bank of Prattville. Bank of Prattville has approximately $170 million in
total assets in four locations in Autauga County, which is one of the fastest
growing counties in Alabama. After the acquisition, Bank of Prattville will be
merged with Whitney National Bank, the principal subsidiary of Whitney Holding
Corporation.
The acquisition, which is structured as a tax-free merger of PFSC with
and into Whitney Holding Corporation, has an estimated value of approximately
$40.5 million. The acquisition is subject to certain conditions, including
approval by PFSC shareholders and appropriate regulatory agencies, and is
expected to be completed in the fourth quarter of 2000.
James B. Striplin, Chairman of Prattville Financial Services
Corporation, said, "We are pleased to be joining the Whitney family. Whitney is
well known for its commitment to personal banking relationships and to the
communities it serves, while providing strength and other advantages associated
with a larger banking organization. We look forward to bringing Whitney products
and services to our customers and to being an important part of its continued
success."
William L. Marks, Chairman and Chief Executive Officer of Whitney said,
"Bank of Prattville is a well-established bank in the Prattville/Montgomery
market with banking philosophies that are very compatible with Whitney's. This
merger will allow us to build on the valued customer relationships that Bank of
Prattville has established over the years and will allow us to serve our
existing Montgomery area customers better."
Whitney Holding Corporation, through its banking subsidiaries Whitney
National Bank and Bank of Houston, has 118 banking locations in the five-state
Gulf Coast region stretching from Houston, Texas; across southern Louisiana and
the coastal region of Mississippi; to central and south Alabama; and into the
panhandle of Florida.
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In connection with the proposed merger of PFSC into Whitney, Whitney
intends to file a registration statement, including the related prospectus, with
the Securities and Exchange Commission. WHITNEY URGES INVESTORS AND PFSC
SHAREHOLDERS TO READ THESE DISCLOSURE DOCUMENTS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A free copy of these documents
(after they are filed) and other documents filed by Whitney with the Commission
can be obtained at the Commission's web site at www.sec.gov. Shareholders of
PFSC and other investors can request a free copy of the prospectus and
registration statement (after they are filed) and any other relevant documents
filed or to be filed (after they are filed) by Whitney, by writing to Whitney
Holding Corporation, 228 St. Charles Avenue, New Orleans, Louisiana, 70130,
Attention: Corporate Secretary.
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To the extent that this press release contains statements that are not
historical facts, they should be considered forward-looking statements. Various
important factors that might cause future results to differ from such
forward-looking statements are described in more detail in Whitney's filings
with the Securities and Exchange Commission.
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