UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ x ] Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
of the Securities Exchange Act of 1934
For Quarter Ending March 31, 1999
-------------------------------------------------------------
Commission File Number 0-13089
---------------------------------------------------------
HANCOCK HOLDING COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MISSISSIPPI 64-0693170
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
ONE HANCOCK PLAZA, P.O. BOX 4019, GULFPORT, MISSISSIPPI 39502
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(601) 868-4606
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name, address and fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
---------- ----------
10,910,570 Common Shares were outstanding as of April 29, 1999 for financial
statement purposes.
<PAGE>
HANCOCK HOLDING COMPANY
-----------------------
INDEX
-----
PART I. FINANCIAL INFORMATION PAGE NUMBER
- ------------------------------ -----------
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets --
March 31, 1999 and December 31, 1998 3
Condensed Consolidated Statements of Earnings --
Three Months Ended March 31, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows --
Three Months Ended March 31, 1999 and 1998 5
Notes to Condensed Consolidated Financial
Statements 6 - 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8 - 12
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risk 12
PART II. OTHER INFORMATION
- ---------------------------
ITEM 4. Submission of Matters to a Vote 13
of Security Holders
ITEM 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
- ----------
<PAGE>
HANCOCK HOLDING COMPANY AND SUBSIDIARIES
----------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(Amounts in thousands)
<TABLE>
<CAPTION>
(Unaudited)
March 31, December 31,
ASSETS: 1999 1998 *
----------- ------------
<S> <C> <C>
Cash and due from banks (non-interest bearing) $ 154,715 $ 161,294
Interest-bearing time deposits with other banks - 96
Securities available for sale (amortized cost of
$695,335 and $462,876) 692,773 463,120
Securities held to maturity
(fair value of $672,959 and $790,379) 668,245 781,249
Federal funds sold 7,275 -
Loans, net of unearned income 1,414,117 1,305,555
Less: Allowance for loan losses (23,653) (21,800)
----------- -----------
Loans, net 1,390,464 1,283,755
Property and equipment, net of accumulated
depreciation of $52,595 and $51,112 53,089 44,547
Other real estate, net 2,713 2,245
Accrued interest receivable 23,903 23,798
Goodwill and other intangibles 46,584 26,449
Other assets 26,853 28,142
----------- -----------
TOTAL ASSETS $3,066,614 $2,814,695
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
Non-interest bearing demand $ 557,541 $ 546,685
Interest-bearing savings, NOW, money market
and time 2,012,874 1,827,906
----------- -----------
Total deposits 2,570,415 2,374,591
Federal funds purchased and securities sold under
agreements to repurchase 170,981 140,207
Other liabilities 18,627 13,090
----------- -----------
TOTAL LIABILITIES 2,760,023 2,527,888
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock - $3.33 par value per share; 75,000,000
shares authorized and 11,072,770 shares issued 36,872 36,872
Capital surplus 195,899 201,546
Retained earnings 76,351 71,499
Unrealized (loss) gain on securities available for
sale, net (1,666) 159
Unearned compensation (865) (1,010)
Treasury stock - (22,259)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 306,591 286,807
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $3,066,614 $2,814,695
=========== ===========
<FN>
* The balance sheet at December 31, 1998 has been taken from the audited
balance sheet at that date.
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
HANCOCK HOLDING COMPANY AND SUBSIDIARIES
----------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
---------------------------------------------
UNAUDITED
---------
(Amounts in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
INTEREST INCOME: 1999 1998
------------- ------------
<S> <C> <C>
Loans $ 32,167 $ 29,390
U. S. Treasury securities 2,991 3,757
Obligations of U.S. government agencies 8,751 7,057
Obligations of states and political subdivisions 2,294 1,347
Federal funds sold 385 1,347
Other investments 4,664 4,845
------------- -----------
Total interest income 51,252 47,743
------------- -----------
INTEREST EXPENSE:
Deposits 19,801 17,420
Federal funds purchased and securities
sold under agreements to repurchase 1,369 1,796
Bonds and notes - 32
------------- -----------
Total interest expense 21,170 19,248
------------- -----------
NET INTEREST INCOME 30,082 28,495
Provision for loan losses 1,420 1,359
------------- -----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 28,662 27,136
------------- -----------
NON-INTEREST INCOME:
Service charges on deposit accounts 5,116 4,656
Other service charges, commissions and fees 4,344 1,941
Securities gains (losses), net 3 (63)
Other 553 777
------------- -----------
Total non-interest income 10,016 7,311
------------- -----------
NON-INTEREST EXPENSE:
Salaries and employee benefits 14,607 11,866
Net occupancy expense of premises 1,813 1,279
Equipment rentals, depreciation and maintenance 2,252 1,533
Amortization of intangibles 893 598
Other 8,255 6,963
------------- -----------
Total non-interest expense 27,820 22,239
------------- -----------
EARNINGS BEFORE INCOME TAXES 10,858 12,208
Income taxes 3,227 4,155
------------- -----------
NET EARNINGS $ 7,631 $ 8,053
============= ===========
BASIC AND DILUTED EARNINGS PER COMMON SHARE $ 0.70 $ 0.74
============= ===========
DIVIDENDS PAID PER COMMON SHARE $ 0.25 $ 0.25
============= ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 10,901 10,917
============= ===========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
HANCOCK HOLDING COMPANY AND SUBSIDIARIES
----------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
UNAUDITED
---------
(Amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1999 1998
------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net Earnings $ 7,631 $ 8,053
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 1,472 1,280
Provision for loan losses 1,420 1,359
(Gains) losses on sales of securities ( 3) 63
Decrease (increase) in interest receivable 1,410 ( 229)
Amortization of intangible assets 893 598
(Decrease) increase in interest payable ( 715) 767
Other, net 5,217 ( 5,477)
------------ -------------
Net cash provided by operating activities 17,325 6,414
------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net decrease in interest-bearing
time deposits 96 1,472
Proceeds from maturities of securities
held to maturity 161,180 100,973
Purchase of securities held to maturity ( 48,176) ( 93,190)
Proceeds from sales and maturities of securities
available for sale 55,980 22,062
Purchase of securities available for sale (213,365) (128,144)
Net decrease (increase) in federal funds sold 550 ( 44,011)
Net increase in loans ( 4,090) ( 5,439)
Purchase of property, equipment and software, net ( 6,686) ( 1,130)
Proceeds from sales of other real estate 378 139
Net cash received in connection with purchase
transaction 12,986 -
------------ -------------
Net cash used in investing activities ( 41,147) (147,268)
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in deposits ( 10,754) 132,536
Dividends paid ( 2,777) ( 2,769)
Net increase in federal funds purchased and
securities sold under agreements to repurchase
and other temporary funds 30,774 13,994
------------ -------------
Net cash provided by financing activities 17,243 143,761
------------ -------------
NET (DECREASE) INCREASE IN CASH AND DUE FROM BANKS ( 6,579) 2,907
CASH AND DUE FROM BANKS, BEGINNING 161,294 113,125
------------ -------------
CASH AND DUE FROM BANKS, ENDING $ 154,715 $ 116,032
============ =============
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
HANCOCK HOLDING COMPANY AND SUBSIDIARIES
----------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
UNAUDITED
---------
(At And For the Three Months Ended March 31, 1999 and 1998)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------------
The accompanying unaudited condensed consolidated financial statements
include the accounts of Hancock Holding Company, its wholly-owned banks, Hancock
Bank and Hancock Bank of Louisiana and other subsidiaries. Intercompany profits,
transactions and balances have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for interim periods are not
necessarily indicative of the results that may be expected for the entire year.
For further information, refer to the consolidated financial statements and
notes thereto of Hancock Holding Company's 1998 Annual Report to Shareholders.
COMPREHENSIVE EARNINGS
- ----------------------
Following is a summary of the Company's comprehensive earnings for the
three months ended March 31, 1999 and 1998.
(Amounts in thousands)
Three Months Ended March 31,
----------------------------
1999 1998
------------- -------------
Net earnings $ 7,631 $ 8,053
Other comprehensive income(loss)
(net of income tax):
Unrealized holding (losses)/gains on
securities available for sale ( 2,436) ( 219)
------------- -------------
Total Comprehensive Earnings $ 5,195 $ 7,834
============= =============
<PAGE>
ACQUISITION
- -----------
On January 15, 1999, the Company acquired American Security Bancshares of
Ville Platte, Inc. (American Security), Ville Platte, Louisiana and its
subsidiary, American Security Bank (ASB). The merger was consummated by the
exchange of all outstanding shares of American Security common stock in return
for approximately 644,000 shares of common stock of the Company and $15.2
million cash. Approximately 241,000 shares of the Company's stock was
repurchased during the current quarter to consummate the acquisition. The
acquisition was accounted for as a purchase. The total purchase price is being
allocated to the tangible and intangible assets and liabilites acquired based
upon preliminary estimates of their fair values. The preliminary allocation of
the purchase price resulted in intangible assets of approximately $21.0 million,
which are being amortized over approximately 15 years. Management has requested
additional information, including, among other things, certain appraisals of
bank premises and equipment in order to finalize those allocations. The Company
will make appropriate adjustments as soon as that information becomes available.
The results of operations of ASB are included in the 1999 consolidated
statements of earnings from the date of acquisition.
The Company is discontinuing American Security's electronic banking
operations that provided funding for ATM machines owned by third parties. It is
anticipated that this process will be completed in the third quarter of 1999.
The unaudited pro forma consolidated results of operations presented
below give effect to the acquisition as though it had occurred on January 1,
1998 (amounts in thousands except per share data).
For the Three Months Ended March 31,
------------------------------------
1999 1998
---------- ----------
Interest income $ 51,761 $ 50,990
Interest expense (21,442) (20,975)
Provision for loan losses ( 1,445) ( 2,399)
Net interest income after ---------- ----------
provision for loan losses 28,874 27,616
Net earnings (1) $ 6,339 $ 9,239
Basic and diluted earnings per
common share $ 0.58 $ 0.85
(1) Net earnings for 1998 includes gains on the sale of two branches amounting
to $2.2 million.
The unaudited pro forma information is not necessarily indicative either
of results of operations that would have occurred had the purchase been made as
of January 1, 1998 or of future results of operations of the combined companies.
<PAGE>
HANCOCK HOLDING COMPANY AND SUBSIDIARIES
----------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
The following discussion provides management's analysis of certain
factors which have affected the Company's financial condition and operating
results during the periods included in the accompanying condensed consolidated
financial statements.
CHANGES IN FINANCIAL CONDITION
- ------------------------------
Liquidity
- ---------
The Company manages liquidity through traditional funding sources of core
deposits, federal funds, and maturities of loans and securities held to maturity
and sales and maturities of securities available for sale.
The following liquidity ratios compare certain assets and liabilities to
total deposits or total assets:
March 31, December 31,
1999 1998
----------- --------------
Total securities to total deposits 52.95% 52.40%
Total loans (net of unearned
income) to total deposits 55.02% 54.98%
Interest-earning assets
to total assets 90.73% 90.59%
Interest-bearing deposits
to total deposits 78.31% 76.98%
Capital Resources
- -----------------
The Company continues to maintain an adequate capital position, as the
following ratios indicate:
March 31, December 31,
1999 1998
----------- --------------
Equity capital to total assets (1) 10.00% 10.19%
Total capital to risk-weighted assets (2) 16.51% 17.41%
Tier 1 capital to risk-weighted 16.02% 16.88%
assets (3)
Leverage capital to average total assets (4) 8.62% 9.69%
(1) Equity capital consists of stockholder's equity (excluding unrealized
gains/(losses)).
<PAGE>
(2) Total capital consists of equity capital less intangible assets plus a
limited amount of loan loss allowance. Risk-weighted assets represent the
assigned risk portion of all on and off-balance-sheet assets. Based on
Federal Reserve Board guidelines, assets are assigned a risk factor
percentage from 0% to 100%. A minimum ratio of total capital to
risk-weighted assets of 8% is required.
(3) Tier 1 capital consists of equity capital less intangible assets. A
minimum ratio of tier 1 capital to risk-weighted assets of 4% is
required.
(4) Leverage capital consists of equity capital less goodwill and core
deposit intangibles. Regulations require a minimum 4% leverage capital
ratio for an entity to be considered adequately capitalized
RESULTS OF OPERATIONS
- ---------------------
Net Earnings
- ------------
Net earnings, which included the operation of ASB subsequent to January
15, 1999, decreased $422,000 or 5.2% for the first quarter of 1999 compared to
the first quarter of 1998. Following is selected information for quarterly
comparison:
Three Months Ended March 31,
----------------------------
1999 1998
------------- ------------
Results of Operations:
Return on average assets 1.02% 1.23%
Return on average equity 10.02% 11.10%
Net Interest Income:
Yield on average interest-earning assets
(tax equivalent) 7.75% 8.06%
Cost of average interest-bearing funds 3.99% 4.19%
------------- ------------
Net interest spread 3.76% 3.88%
============= ============
Net yield on interest-earning assets
(net interest income on a tax equivalent
basis divided by average interest-earning
assets) 4.63% 4.88%
============= ============
Provision for Loan Losses
- -------------------------
The amount of the allowance equals the cumulative total of the provisions
for loan losses, reduced by actual loan charge-offs, and increased by allowances
acquired in acquisitions and recoveries of loans previously charged-off.
Provisions are made to the allowance to reflect the currently perceived risks of
loss associated with the bank's loan portfolio. A specific loan is charged-off
when management believes, after considering, among other things, the borrower's
condition and the value of any collateral, that collection of the loan is
unlikely.
<PAGE>
The following information is useful in determining the adequacy of the
loan loss reserve and loan loss provision and are calculated using average loan
balances. (Amounts shown are in thousands)
At and For the Three Months Ended March 31,
-------------------------------------------
1999 1998
--------- ---------
Annualized net charge-offs to average loans 0.62% 0.41%
Annualized provision for loan losses to average 0.41% 0.45%
loans
Average allowance for loan losses to average loans 1.69% 1.74%
Gross charge-offs (1) $ 2,753 $ 1,601
Gross recoveries $ 590 $ 352
Non-accrual loans $ 6,406 $ 4,407
Accruing loans 90 days or more past due $ 4,545 $ 4,534
(1) The current quarter included a single loan charge-off of $479,000 which had
been fully reserved for by ASB prior to acquisition.
Non-Interest Expense
- --------------------
Non-interest expense for the three month period ended March 31, 1999
increased $5.6 million, or 25.10%, compared to the same period the previous
year. Current quarter's expense includes the operations of ASB since the
acquisition date of January 15, 1999. Salaries increased $2.7 million during the
current quarter compared to the first quarter of 1998 due to increased
personnel. In addition to the costs associated with ASB, the Company's expansion
into certain lines of business contributed to a portion of the increased salary
expense. Equipment costs increased partially due to hardware requirements of the
Company's new automated sales platform. Other non-interest expenses increased in
the current quarter compared to the prior year's quarter primarily due to ASB
expense, advertising costs associated with the Company's 100th year anniversary
marketing campaign and data processing expenses impacted by recent software
upgrades.
Income Taxes
- ------------
The effective federal income tax rate of the Company continues to be less
than the statutory rate of 35%, due primarily to tax-exempt interest income. The
amount of tax-exempt income earned during the first three months of 1999 was
$2,581,000 compared to $1,572,000 for the comparable period in 1998.
<PAGE>
YEAR 2000
- ---------
In 1996 the Company began addressing all the systems and business methods
requiring modifications to accommodate the turn of the century. Since there is
concern that computer systems will not properly recognize dates or date
sensitive information when the digit year value rolls over to "00", virtually
every computer operation and every system that has an embedded microchip is
potentially at risk for failure or improper performance. Many software programs
assume the "19" in storing the year and only utilized the last two digits of the
year for calculations and date storage. The year "2000" may be recognized by
some systems as "1900" which could adversely affect a significant portion of a
company's daily operations, especially those of financial institutions.
Identification of the Company's major Year 2000 issues is complete and
plans, including replacement of certain systems, were implemented to resolve the
issues of which management is aware. Written assurances of expected Year 2000
readiness have been requested from all material third party vendors, including,
but not limited to, correspondent banks, software providers and utility
companies. If any of the companies providing services, software or equipment to
the Company fail to adequately address the Year 2000 issue at a reasonable cost,
the result could be a significant adverse effect on the Company's business and
operational results. The readiness of all third parties, including customers and
suppliers, is inherently uncertain and cannot be assured.
The Company recognized the importance of its customers' need to address
Year 2000 issues. Relationships considered material to the Company's financial
position were identified and appropriate documentation from borrowers received.
A committee, specifically established for this project, is in the process of
reviewing the information obtained and assessing the risk of repayment
impairment.
Testing of information systems and review of property equipment
functions, except those slated for replacement or vendor upgrade, is completed.
In addition to testing required by regulatory agencies, which included fully
integrated systems testing, the Company plans to perform a second test of all
data processing systems in September 1999.
Contingency plans for the most reasonably likely worst-case scenarios are
complete. Plans may be updated as testing and implementation continue. Issues
regarding material equipment and applications failure have been addressed.
Contingency plans for liquidity needs due to potentially significant deposit
withdrawals during the fourth quarter of 1999 are substantially complete.
Management believes it has dedicated adequate resources to address the
issues associated with the turn of the century. The total amount of expenditures
for Year 2000 compliance, including those incurred since 1997, and those
anticipated during the next eighteen months, is expected to be less than $4.0
million (before income taxes) but cannot be predicted with certainty at this
time.
Forward Looking Information
- ---------------------------
Congress passed the Private Securities Litigation Act of 1995 in an
effort to encourage corporations to provide information about a company's
anticipated future financial performance. This Act provides a safe harbor for
such disclosures which protects the companies from unwarranted litigation if the
actual results are different from management expectations. This report contains
forward-looking statements and reflects management's current views and estimates
of future economic circumstances, industry conditions, company performance and
financial results. These forward-looking statements are subject to a number of
factors and uncertainties which could cause the Company's actual results and
experience to differ from the anticipated results and expectations expressed in
such forward-looking statements.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ------------------------------------------------------------------
The Company's net income is dependent, in part, on its net interest
income. Net interest income is susceptible to interest rate risk to the degree
that interest-bearing liabilities mature or reprice on a different basis than
interest-earning assets. When interest-bearing liabilities mature or reprice
more quickly than interest-earning assets in a given period, a significant
increase in market rates of interest could adversely affect net interest income.
Similarly, when interest-earning assets mature or reprice more quickly than
interest-bearing liabilities, falling interest rates could result in a decrease
in net income.
In an attempt to manage its exposure to changes in interest rates,
management monitors the Company's interest rate risk. The Company's interest
rate management policy is designed to produce a relatively stable net interest
margin in periods of interest rate fluctuations. Interest sensitive assets and
liabilities are those that are subject to maturity or repricing within a given
time period. Management also reviews the Company's securities portfolio,
formulates investment strategies and oversees the timing and implementation of
transactions to assure attainment of the Board's objectives in the most
effective manner. Notwithstanding the Company's interest rate risk management
activities, the potential for changing interest rates is an uncertainty that can
have an adverse effect on net income and the fair value of the Company's
investment securities.
In adjusting the Company's asset/liability position, the Board and
management attempt to manage the Company's interest rate risk while enhancing
net interest margins. At times, depending on the level of general interest
rates, the relationship between long and short-term interest rates, market
conditions and competitive factors, the Board and management may determine to
increase the Company's interest rate risk position somewhat in order to increase
its net interest margin. The Company's results of operations and net portfolio
values remain vulnerable to increases in interest rates and to fluctuations in
the difference between long and short-term interest rates.
The Company also controls interest rate risk reductions by emphasizing
non-certificate depositor accounts. The Board and management believe that a
material portion of such accounts may be more resistant to changes in interest
rates than are certificate accounts. At March 31, 1999 the Company had $334
million of regular savings and club accounts and $684 million of money market
and NOW accounts, representing 50.6% of total interest-bearing depositor
accounts.
The Company does not currently engage in trading activities or use
derivative instruments to control interest rate risk. Even though such
activities may be permitted with the approval of the Board of Directors, the
Company does not intend to engage in such activities in the immediate future.
Interest rate risk is the most significant market risk affecting the
Company. Other types of market risk, such as foreign currency exchange rate risk
and commodity price risk, do not arise in the normal course of the Company's
business activities.
<PAGE>
Part II - OTHER INFORMATION
---------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
A. Annual Meeting held February 25, 1999.
B. Directors elected at the Annual Meeting held February 25, 1999:
Votes Cast
--------------------------
Affirmed Withheld
------------- -----------
1. Joseph F Boardman, Jr. 8,614,074.8 98,878.6
2. Charles R. Johnson 8,614,154.8 98,798.6
3. Thomas W. Milner, Jr. 8,603,609.7 109,343.7
Continuing Directors:
4. L. A. Koennen, Jr.
5. Dr. Homer C. Moody
6. George A. Schloegel
7. James B. Estabrook, Jr.
8. Victor Mavar
9. Leo W. Seal, Jr.
C.(1) Approval of Deloitte & Touche LLP as the independent public
accountants of the Company. Approval was made with a
favorable vote of 99.8%
For Against Abstained
------------ --------- -----------
8,711,806.2 1,077.7 789.5
(2) In their discretion, proxies are authorized to vote upon such
other business as may properly come before the meeting or any
adjournment thereof.
For Against Abstained
------------ --------- -----------
8,186,924.4 499,950 26,079
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
Exhibit (27) Selected financial data.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HANCOCK HOLDING COMPANY
-----------------------
Registrant
May 11, 1999 By: /s/ George A. Schloegel
- ---------------------- ------------------------------
Date George A. Schloegel
Vice-Chairman of the Board
May 11, 1999 By: /s/ Carl J. Chaney
- ---------------------- ------------------------------
Date Carl J. Chaney
Senior Vice President &
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
Exhibit 27
Selected Financial Data
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM HANCOCK
HOLDING COMPANY'S MARCH 31, 1999 CONDENSED CONSOLIDATED BALANCE SHEETS,
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 154,715
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 7,275
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 692,773
<INVESTMENTS-CARRYING> 668,245
<INVESTMENTS-MARKET> 672,959
<LOANS> 1,414,117
<ALLOWANCE> (23,653)
<TOTAL-ASSETS> 3,066,614
<DEPOSITS> 2,570,415
<SHORT-TERM> 170,981
<LIABILITIES-OTHER> 18,627
<LONG-TERM> 0
<COMMON> 36,872
0
0
<OTHER-SE> 269,719
<TOTAL-LIABILITIES-AND-EQUITY> 3,066,614
<INTEREST-LOAN> 32,167
<INTEREST-INVEST> 14,036
<INTEREST-OTHER> 5,049
<INTEREST-TOTAL> 51,252
<INTEREST-DEPOSIT> 19,801
<INTEREST-EXPENSE> 21,170
<INTEREST-INCOME-NET> 30,082
<LOAN-LOSSES> 1,420
<SECURITIES-GAINS> 3
<EXPENSE-OTHER> 27,820
<INCOME-PRETAX> 10,858
<INCOME-PRE-EXTRAORDINARY> 10,858
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,631
<EPS-PRIMARY> 0.70
<EPS-DILUTED> 0.70
<YIELD-ACTUAL> 4.63
<LOANS-NON> 6,406
<LOANS-PAST> 4,545
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 21,800
<CHARGE-OFFS> 2,753
<RECOVERIES> 590
<ALLOWANCE-CLOSE> 23,653
<ALLOWANCE-DOMESTIC> 23,653
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 2,000
</TABLE>
