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Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Whitney Holding Corporation
Commission File No. 000-01026
Joint Press Release of Whitney Holding Corporation and American Bank
[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 September 20, 2000
WHITNEY TO EXPAND IN HOUSTON, TEXAS MARKET
WITH AMERICAN BANK MERGER
New Orleans, Louisiana. Whitney Holding Corporation (NASDAQ-WTNY)
announced today that it has entered into a definitive agreement to acquire
American Bank in Houston, Texas. American Bank has approximately $280 million in
total assets in six locations in Harris County, principally in downtown Houston,
and one location in Fort Bend County. Whitney entered the robust Houston market
with the acquisition of Bank of Houston in February 2000. Bank of Houston will
be merged into Whitney National Bank, the principal subsidiary of Whitney
Holding Corporation, in October. American Bank is also expected to be merged
into Whitney National Bank after its acquisition by Whitney Holding Corporation.
The acquisition is structured as a tax-free exchange of American Bank
common stock for 1,815,000 shares of Whitney Holding Corporation common stock
and is subject to certain conditions, including completion of customary due
diligence and approval by appropriate regulatory agencies and American Bank
shareholders. The acquisition is expected to close in the first quarter of 2001.
David R. Wilson, Chairman and Chief Executive Officer of American Bank,
said, "We are pleased that American Bank will become an integral part of
Whitney's focused growth in the Houston market. We have similar cultures and
business philosophies, which stress personal banking relationships. American
Bank's merger with Whitney will serve both its customers and employees well."
William L. Marks, Chairman and Chief Executive Officer of Whitney said,
"American Bank brings significant customer relationships, talented relationship
managers and a number of strategic locations to our efforts to expand in the
vibrant Houston market. We are pleased to have such a high-performing
organization join us in our plan to become among the mid-tier of banks in the
Houston market. The acquisition of American Bank will more than double Whitney's
deposit market share in Houston."
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On August 8, 2000, Whitney announced the pending acquisition of
Prattville Financial Services Corporation and its principal subsidiary, Bank of
Prattville, Alabama. On September 5, 2000, Whitney announced the pending
acquisition of First National Bank of Gonzales, Louisiana. Both acquisitions
await appropriate regulatory and other approvals and are expected to close in
the fourth quarter of 2000.
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 acquisition of American Bank, Whitney
intends to file a registration statement, including the related prospectus, with
the Securities and Exchange Commission. WHITNEY URGES INVESTORS AND AMERICAN
BANK 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
American Bank 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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