<PAGE> 1
As filed with the Securities and Exchange Commission on November 13, 2000.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
----------------
LOUISIANA 72-6017893
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
----------------
228 St. Charles Avenue
New Orleans, Louisiana 70130
(504) 586-7117
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
<TABLE>
<S> <C>
Joseph S. Schwertz, Jr., Esq.
Corporate Secretary Copies to:
Whitney Holding Corporation Patrick J. Butler, Jr., Esq.
228 St. Charles Ave. - Room 626 Phelps Dunbar, L.L.P.
New Orleans, LA 70130 365 Canal Street, Suite 2000
(504) 586-3474 New Orleans, LA 70112
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
From time to time after the effective date of the Registration Statement
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
==============================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) FEE
--------------------------- -------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, no par value 647,262 $37.00 $23,948,694 $6,323
==============================================================================================================================
</TABLE>
(1) In the event of a stock split, stock dividend or similar transaction
involving Common Stock of the Company, in order to prevent dilution, the
number of shares registered shall be automatically increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act of
1933.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low prices per
share on November 9, 2000 of Whitney Holding Corporation common stock, no
par value, as reported on the Nasdaq Stock Market.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
----------------
================================================================================
<PAGE> 2
WHITNEY HOLDING CORPORATION
228 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70130
-----------------------------------------------------
WHITNEY HOLDING CORPORATION
647,262 SHARES
COMMON STOCK
(NO PAR VALUE)
-----------------------------------------------------
This prospectus covers the sale of up to 647,262 shares of common stock
of Whitney Holding Corporation that may be offered by or for the account of
certain selling shareholders. We will not receive any part of the proceeds from
the sale and will bear all expenses and fees of registration of the shares.
Our common stock is traded on the Nasdaq Stock Market under the symbol
"WTNY." The closing sale price of the common stock reported by the Nasdaq Stock
Market on November 9, 2000 was $37.375 per share.
This prospectus is not an offer to sell these securities, and we are
not soliciting offers to buy these securities, in any state where the offer or
sale is not permitted.
-----------------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------------------------------
The date of this prospectus is November 13, 2000.
-----------------------------------------------------
<PAGE> 3
TABLE OF CONTENTS
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Page
----
<S> <C>
About Whitney Holding Corporation...........................................-1-
Where You Can Find More Information.........................................-1-
Disclosure Regarding Forward-looking Statements.............................-2-
Selling Shareholders........................................................-3-
Plan of Distribution........................................................-5-
Legal Matters...............................................................-6-
Experts ...................................................................-6-
</TABLE>
i
<PAGE> 4
ABOUT WHITNEY HOLDING CORPORATION
Whitney Holding Corporation is a Louisiana corporation registered under
the Bank Holding Company Act of 1956, as amended. As of September 30, 2000,
Whitney had total consolidated assets of approximately $6.0 billion, deposits of
approximately $4.6 billion and stockholders' equity of approximately $587
million.
Whitney's principal banking subsidiary is Whitney National Bank.
Whitney National Bank is a national banking association headquartered in New
Orleans, Louisiana. It has been engaged in the general banking business in south
Louisiana since 1883. Whitney currently provides banking services through over
120 banking locations in the five-state Gulf Coast Region. These locations
stretch from Houston, Texas; across southern Louisiana and the coastal region of
Mississippi; through central and south Alabama; and into the Florida panhandle.
Whitney National Bank also has a foreign branch on Grand Cayman in the British
West Indies.
Whitney's principal executive offices are located at:
228 St. Charles Avenue
New Orleans, Louisiana 70130
Telephone: (504) 586-7117
For additional information about Whitney's business and financial
condition, please refer to the section titled "Where You Can Find More
Information" and the documents described in that section.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file with the SEC at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C., 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC
filings are also available to the public from the SEC's web site at
http://www.sec.gov. Reports, proxy and information statements and other
information concerning us can also be inspected at the offices of the National
Association of Securities Dealers, 1735 K. Street, N.W., Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" the information in
documents that we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update this prospectus.
We incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, until the selling shareholders sell all of the
shares covered by this prospectus.
<PAGE> 5
o Annual Report on Form 10-K for the year ended December 31,
1999;
o Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30 and September 30, 2000;
o the description of Whitney common stock set forth in Whitney's
registration statement under the Securities Exchange Act of
1934, as updated and modified in its entirety by Whitney's
Current Report on Form 8-K filed with the SEC on January 19,
1996.
You may request a copy of these filings at no cost, by writing,
telephoning or e-mailing us at the following address:
Investor Relations
Whitney Holding Corporation
228 St. Charles Avenue
New Orleans, Louisiana 70130
Telephone: (504) 586-3627
E-mail: [email protected]
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling shareholders will
not make an offer of the shares in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of the applicable
document.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements, which we make in good faith, are based on numerous assumptions,
certain of which may be referred to specifically in connection with our
forward-looking statements. Some of the more important assumptions include:
o expectations about overall economic strength and the
performance of the economies in our market area,
o expectations about the movement of interest rates, including
actions that may be taken by the Federal Reserve Board in
response to changing economic conditions,
o reliance on existing or anticipated changes in laws and
regulations affecting the activities of the banking industry
and other financial service providers; and
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<PAGE> 6
o expectations regarding the nature and level of competition,
changes in consumer behavior and preferences, and our ability
to execute our plans to respond effectively.
We do not know whether future conditions and events will confirm these
or any of our other assumptions. As a result, there is a risk that our future
results will differ materially from what is stated in or implied by our
forward-looking statements.
We have made and will make forward-looking statements in our written
documents and oral presentations. These statements are based on management's
beliefs as well as assumptions made by and information currently available to
management. Our use, in documents or oral presentations, of the words
"anticipate," "estimate," "expect," "objective," "projection," "forecast,"
"goal" and similar expressions will often, but not always, identify
forward-looking statements.
We undertake no obligation to update or revise any forward-looking
statements, whether as a result of differences in actual results, changes in
assumptions or changes in other factors affecting such statements.
SELLING SHAREHOLDERS
This prospectus is part of a registration statement that we filed with
the SEC registering 647,262 shares of Whitney common stock for resale by the
selling shareholders named below. In accordance with Rule 416(a) of the
Securities Act of 1933, this prospectus will also cover any additional shares
that may be issued to the selling shareholders as a result of any stock split or
stock dividend. Kevin J. Schexnayder, one of the selling shareholders, is a
director and officer of First National Bank of Gonzales. Whitney currently owns
approximately 99% of the outstanding common stock of First National Bank of
Gonzales. Whitney and First National Bank of Gonzales have agreed to merge First
National Bank of Gonzales into Whitney National Bank. Upon completion of that
merger, Mr. Schexnayder will serve as an officer of Whitney National Bank but
will not be a director of Whitney or any of its affiliates.
The following table lists the selling shareholders, the number and
percentage of shares they beneficially own as of November 3, 2000 and the number
of shares that they may sell upon registration. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission.
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<PAGE> 7
<TABLE>
<CAPTION>
Beneficial Ownership
Prior to Offering Beneficial Ownership
-------------------- Number of Shares After Offering(1)
that may be --------------------
Number of offered pursuant to Number of
Name Shares Percentage this Prospectus(1) Shares Percentage
---- ----------- ---------- ------------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Albert Banker, Sr. 511 * 511 0 --
913 S. Burnside Street
Gonzales, LA 70737
Coy Casso 45,462 * 45,462 0 --
4180 Jefferson Woods
Baton Rouge, LA 70809
John Grady Melancon 505,011(2) 2.16% 503,836 152 *
10410 Hwy. 22
St. Amant, LA 70774
Pegram J. Mire, Sr. 2,456 * 2,456 0 --
105 N. Irma Ave.
Gonzales, LA 70737
James Nelson 6,345 * 6,345 0 --
605 E. Cornerview Rd.
Gonzales, LA 70737
Gerald Nicky Prejean 55,267 * 55,267 0 --
45304 Butch Gore Rd.
St. Amant, LA 70774
Kevin J. Schexnayder 32,362 * 32,362 0 --
34539 Cotton Drive
Donaldsonville, LA 70346
Jeffrey Melancon 1,023(3) * 1,023 0 --
44352 Kaytain Crossing
Sorrento, LA 70778
Total: 647,414(4) 2.77% 647,262 152 *
</TABLE>
----------------------------------------
(1) Assumes the sale of all shares offered by this prospectus.
(2) Includes 152 shares owned of record by Sorrento Lumber Company, Inc., of
which Mr. Melancon is a shareholder, and 1,023 shares owned of record by
Jeffrey Melancon, Mr. Melancon's son.
(3) John Grady Melancon is Jeffrey Melancon's father. See footnote 2.
(4) Includes 152 shares owned of record by Sorrento Lumber Company, Inc. See
footnote 2.
* Indicates less than 1.0%
-4-
<PAGE> 8
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling shareholders.
All of the shares offered by the selling shareholders were acquired in
connection with the merger of First Ascension Bancorp, Inc. into Whitney. In
connection with the merger, Whitney agreed to register the shares of Whitney
common stock that the selling shareholders received in that transaction.
As used in this prospectus, the term "selling shareholders" includes
donees and pledgees selling shares received from a named selling shareholder
after the date of this prospectus. The selling shareholders will offer and sell
the shares to which this prospectus relates for their own accounts. We will not
receive any proceeds from the sale of the shares. We will bear all fees and
expenses in connection with the registration of the shares. The selling
shareholders will bear any fees and expenses of any attorneys or other advisors
retained by the selling shareholders in connection with the registration.
The selling shareholders may offer and sell the shares from time to
time in one or more types of the following transactions at prevailing market
prices or at negotiated prices that may be lower than market prices:
o block transactions
o on the Nasdaq Stock Market
o directly with market makers or in privately negotiated transactions o
through put or call option transactions
o through short sales or hedging transactions, or
o a combination of these methods of sale.
Sales may be made to or through brokers or dealers who may receive compensation
in the form of fees, discounts, concessions or commissions from the selling
shareholders or the purchasers of the shares. As of the date of this prospectus,
we are not aware of any agreement, arrangement or understanding between any
broker or dealer and the selling shareholders regarding the sale of their
shares. In addition, we are not aware of any underwriter or coordinating broker
acting in connection with the proposed sale of shares by the selling
shareholders. We cannot assure you that the selling shareholders will sell any
or all of the shares that they offer.
The selling shareholders and any brokers or dealers who participate in
the sale of the shares may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended, and any commissions received by them and
any profits realized by them on the resale of shares may be deemed to be
underwriting discounts or commissions under the Securities Act. Because the
selling shareholders may be deemed to be "underwriters" within the meaning of
the Securities Act, the selling shareholders will be subject to the prospectus
delivery requirements of the Securities Act. We have informed the selling
shareholders that their sales in the market must comply with the requirements of
the rules and regulations of the Securities Act and the Securities Exchange Act
of 1934, as amended.
-5-
<PAGE> 9
Upon notification to us by a selling shareholder that any material
arrangement has been entered into with a broker or dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing:
(i) the name of each such selling shareholder and of the
participating brokers or dealers,
(ii) the number of shares involved,
(iii) the price at which such shares were sold,
(iv) the commissions paid or discounts or concessions allowed to such
brokers or dealers, where applicable,
(v) that such brokers or dealers did not conduct any investigation to
verify the information set out or incorporated by reference in
this prospectus, and
(vi) other facts material to the transaction.
The selling shareholders may agree to indemnify any broker-dealer
against liabilities arising in connection with the sale of the shares. We have
agreed to indemnify the selling shareholders against certain liabilities arising
in connection with this offering, including liabilities under the Securities
Act, or to contribute to payments that the selling shareholders may be required
to make in that respect. The selling shareholders have agreed to indemnify us or
contribute to certain payments we may be required to make against certain
liabilities arising in connection with this offering.
LEGAL MATTERS
The validity of the shares offered in this prospectus has been passed
upon by Phelps Dunbar, L.L.P., New Orleans, Louisiana.
EXPERTS
The consolidated financial statements of Whitney and its subsidiaries
as of December 31, 1999 and 1998 and for each of the three years in the period
ended December 31, 1999 incorporated by reference in this prospectus have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and have been incorporated by reference
herein in reliance upon the authority of Arthur Andersen LLP as experts in
accounting and auditing in giving such report.
-6-
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............ $ 6,323
Printing fees and expenses..................................... $ 400
Legal fees and expenses payable by Whitney..................... $ 5,000
Legal fees and expenses payable by the selling shareholders.....$ 5,000
Accounting fees and expenses................................... $ 5,000
Total................................................. $ 21,723
</TABLE>
All fees and expenses other than SEC registration fees are estimated.
Whitney will pay all expenses listed above other than the legal fees of the
selling shareholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 83 of the Louisiana Business Corporation Law ("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 and in a manner he reasonably
believed to be in, or 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 Articles of Incorporation and By-laws of Whitney Holding
Corporation ("Whitney") provide for indemnification for directors, officers,
employees and agents or former directors, officers, employees and agents of
Whitney to the full extent permitted by Louisiana law.
Whitney maintains an insurance policy covering the liability of its
directors and officers for actions taken in their official capacity.
II-1
<PAGE> 11
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers and controlling persons of Whitney pursuant to the foregoing provision
or otherwise, Whitney 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.
ITEM 16. EXHIBITS.
The following Exhibits are filed as part of this registration
statement:
Exhibit No. Description
4.1 Articles of Incorporation of the Registrant,
as amended (filed with the Commission as
Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
September 30, 2000 (File No. 0-1026) and
incorporated herein by reference).
4.2 By-laws of the Registrant as amended through
May 24, 2000 (Filed with the Commission as
Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
September 30, 2000 (File No. 0-1026) and
incorporated herein by reference).
5 Opinion of Phelps Dunbar, L.L.P. as to the
legality of the securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Phelps Dunbar, L.L.P. (included
in Exhibit 5 to this registration
statement).
24 Powers of Attorney of directors of the
Registrant (contained on page S-1 of this
registration statement).
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers of shares are being
made, a post- effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective
II-2
<PAGE> 12
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement related to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-3
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Orleans, State of Louisiana, on this 9th day
of November, 2000.
WHITNEY HOLDING CORPORATION
By: /s/ William L. Marks
-----------------------
William L. Marks
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints R. King Milling and Thomas L.
Callicutt, Jr., and each or any one of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ William L. Marks Chairman of the Board November 9, 2000
-------------------------------------- and Chief Executive Officer
William L. Marks
/s/ R. King Milling Director and President November 9, 2000
--------------------------------------
R. King Milling
</TABLE>
S-1
<PAGE> 14
<TABLE>
<S> <C> <C>
/s/ Thomas L. Callicutt, Jr. Executive Vice President and November 9, 2000
-------------------------------------- Chief Financial Officer
Thomas L. Callicutt, Jr. (Principal Financial Officer
and Principal Accounting Officer)
/s/ Guy C. Billups, Jr. Director November 9, 2000
--------------------------------------
Guy C. Billups, Jr.
/s/ Harry J. Blumenthal, Jr. Director November 9, 2000
--------------------------------------
Harry J. Blumenthal, Jr.
/s/ Joel B. Bullard, Jr. Director November 9, 2000
--------------------------------------
Joel B. Bullard, Jr.
/s/ James M. Cain Director November 9, 2000
--------------------------------------
James M. Cain
/s/ Angus R. Cooper, II Director November 9, 2000
--------------------------------------
Angus R. Cooper, II
Director November , 2000
-------------------------------------- -----
Robert H. Crosby, Jr.
/s/ Richard B. Crowell Director November 9, 2000
--------------------------------------
Richard B. Crowell
/s/ William A. Hines Director November 9, 2000
--------------------------------------
William A. Hines
/s/ John J. Kelly Director November 9, 2000
--------------------------------------
John J. Kelly
/s/ E. James Kock, Jr. Director November 9, 2000
--------------------------------------
E. James Kock, Jr.
/s/ Alfred S. Lippman Director November 9, 2000
--------------------------------------
Alfred S. Lippman
</TABLE>
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<PAGE> 15
<TABLE>
<S> <C> <C>
/s/ Eric J. Nickelsen Director November 9, 2000
--------------------------------------
Eric J. Nickelsen
Director November , 2000
-------------------------------------- -----
John G. Phillips
/s/ John K. Roberts, Jr. Director November 9, 2000
--------------------------------------
John K. Roberts, Jr.
/s/ Carroll W. Suggs Director November 9, 2000
--------------------------------------
Carroll W. Suggs
</TABLE>
S-3
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1 Articles of Incorporation of the Registrant, as amended (filed with
the Commission as Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000
(File No. 0-1026) and incorporated herein by reference).
4.2 By-laws of the Registrant as amended through May 24, 2000
(Filed with the Commission as Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000 (File No. 0-1026) and incorporated
herein by reference).
5 Opinion of Phelps Dunbar, L.L.P. as to the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5)
24 Powers of Attorney of directors of the Registrant (contained on
page S-1 of this registration statement).
</TABLE>
