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<SEC-DOCUMENT>0000106926-98-000009.txt : 19980319
<SEC-HEADER>0000106926-98-000009.hdr.sgml : 19980319
ACCESSION NUMBER: 0000106926-98-000009
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 19980422
FILED AS OF DATE: 19980318
SROS: NASD
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: WHITNEY HOLDING CORP
CENTRAL INDEX KEY: 0000106926
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 726017893
STATE OF INCORPORATION: LA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: DEF 14A
SEC ACT:
SEC FILE NUMBER: 000-01026
FILM NUMBER: 98568267
BUSINESS ADDRESS:
STREET 1: 228 ST CHARLES AVE
CITY: NEW ORLEANS
STATE: LA
ZIP: 70130
BUSINESS PHONE: 5045867570
MAIL ADDRESS:
STREET 1: 228 ST CHARLES AVE
CITY: NEW ORLEANS
STATE: LA
ZIP: 70130
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<DESCRIPTION>DEFINITIVE PROXY - WHITNEY HOLDING CORPORATION
<TEXT>
<PAGE>
[WHITNEY HOLDING LETTERHEAD]
March 18, 1998
Securities and Exchange Commission
450 Fifth St., N.W.
Judiciary Plaza
Washington, D.C. 20549-1004
Via Edgar Electronic Filing System
In Re: File Number 0-1026
Gentlemen:
Pursuant to regulations of the Securities and Exchange Commission,
submitted herewith for filing on behalf of Whitney Holding Corporation (the
"Company"), is the the Company's Definitive Proxy Statement dated April 22,
1998.
This filing is being effected by direct transmission to the Commission's
EDGAR System.
Sincerely,
/s/ Joseph S. Schwertz, Jr.
---------------------------
Joseph S. Schwertz, Jr.
Sr. Vice President and
Corporate Secretary
(504) 586-3596
JSS/med/
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant X
----
Filed by a Party other than the Registrant
----
Check the appropriate box:
Preliminary Proxy Statement
- ----
Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)).
- ----
X Definitive Proxy Statement
- ----
Definitive Additional Materials
- ----
Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
- ----
WHITNEY HOLDING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
____ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
____ $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
____ Fee computed on table below Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock
---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
??????????
---------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
Not Applicable
---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
<PAGE>
Not Applicable
---------------------------------------------------------------
(5) Total fee paid:
Not Applicable
---------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and
state how it was determined.
- ---- Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: Not Applicable
--------------------------------------------------------------
(2) Form Schedule or Registration Statement No.: Not Applicable
--------------------------------------------------------------
(3) Filing Party: Not Applicable
--------------------------------------------------------------
(4) Date Filed: Not Applicable
--------------------------------------------------------------
<PAGE>
[WHITNEY HOLDING CORPORATION LOGO]
March 18, 1998
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
The Annual Meeting of Shareholders of Whitney Holding Corporation (the
"Company") will be held on the eleventh floor, Pan-American Life Center, 601
Poydras Street, New Orleans, Louisiana, on Wednesday, April 22, 1998, at 10:30
a.m., for the purposes of considering and voting upon:
1. A proposed amendment of Article VI, Section 1, of the
Company's Charter to increase the authorized number of shares of Common
Stock.
2. Election of three directors to serve until the 2003 Annual
Meeting, or until their successors are elected and qualified.
3. Ratification of the selection of Arthur Andersen LLP as
independent public accountants to audit the books of the Company and
its subsidiaries for 1998.
4. Such other business as may properly come before the meeting
or any adjournments or postponements thereof.
The close of business on February 26, 1998, has been fixed as the
record date for determining shareholders entitled to notice of and to vote at
the 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, which
requires no postage if mailed in the United States. You may, of course, later
revoke your proxy and vote in person.
<PAGE>
[WHITNEY HOLDING COPORATION LOGO]
228 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70130
--------------------
PROXY STATEMENT
--------------------
The enclosed proxy is solicited by the Board of Directors of Whitney
Holding Corporation (the "Company") for use at the Annual Meeting of
Shareholders to be held on April 22, 1998 and at any adjournments or
postponements thereof. If properly and timely completed and returned, the proxy
will be voted in the manner you specify thereon. If no manner is specified, the
proxy will be voted FOR the proposed Charter amendment, FOR election of the
nominees for directors hereinafter named and FOR ratification of the selection
of Arthur Andersen LLP as the Company's independent public accountants.
The proxy may be revoked by giving written notice of revocation to the
Company's secretary or by filing a properly executed proxy of later date with
the secretary at or before the Annual Meeting.
The cost of soliciting proxies will be borne by the Company. Directors,
officers and regular employees of the Company and its banking subsidiary,
Whitney National Bank (the "Louisiana Bank" or the "Bank"), may solicit proxies
by mail, telephone, telecopier and personal interview, but will not receive
additional compensation therefor.
At the beginning of January 1998, the Company's other banking
subsidiaries, Whitney Bank of Alabama (the "Alabama Bank"), Whitney National
Bank of Florida (the "Florida Bank") and Whitney National Bank of Mississippi
(the "Mississippi Bank"), were merged into the Louisiana Bank.
This Proxy Statement and related materials will first be mailed to
shareholders on or about March 18, 1998.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record as of the close of business on February 26,
1998 are entitled to notice of and to vote at the meeting. On that date,
20,831,513 shares of common stock (being the Company's only class of authorized
stock) were outstanding. Each share is entitled to one vote.
The following table provides information concerning the only
shareholder known by the Company to be the beneficial owner (as determined in
accordance with Rule 13d-3 of the Securities and Exchange Commission) of more
than 5% of its outstanding stock as of February 26, 1998.
Name and Address Shares Beneficially Percent of
of Beneficial Owner Owned (1) Class
------------------- ----------------- --------
Estate of William G. Helis.................. 1,081,404 5.19%
a Louisiana partnership
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 the shares shown 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. Mr.
Kerstein also has shared voting and investment power with respect to
101,946 shares owned by the Succession of William G. Helis, Jr., of which
he serves as co-executor, and 6,029 shares owned by The Helis Foundation,
of which he serves as principal manager. Mr. Kerstein disclaims
beneficial ownership of all such shares, which aggregates 5.71% of the
Company's outstanding stock.
1
<PAGE>
PROPOSED CHARTER AMENDMENT
The Board of Directors has approved and recommends that shareholders
approve a proposal to amend the Articles of Incorporation of the Company to
increase the number of authorized shares of Common Stock from 40,000,000 to
100,000,000 shares (the "Amendment"). As amended, Article VI, Section 1, of the
Company's Articles of Incorporation would read as follows:
ARTICLE VI
1. The authorized capital stock of this corporation is fixed at one
hundred million (100,000,000) shares of Common Stock, all of one
series, without nominal or par value.
As of February 26, 1998, there were 20,831,513 shares of Common Stock
outstanding and 338,258 shares held in treasury. In addition, as of such date,
an aggregate of 2,354,467 shares were reserved for issuance under the Company's
Company's 1992 and 1997 Long-Term Incentive Plans, the Directors' Compensation
Plan, and approximately 1,700,000 shares are proposed to be issued in connection
with the Company's pending acquisitions of Meritrust Federal Savings Bank and
Louisiana National Security Bank, subject to certain adjustments. Therefore, as
of February 26, 1998, a total of approximately 24,885,980 shares of Common Stock
Stock were either outstanding, reserved for issuance or proposed to be issued,
leaving approximately 15,114,020 shares (including 338,258 treasury shares)
remaining for subsequent issuance, sale or reservation. If shareholders adopt
the proposed Amendment, the Company's Board of Directors will have the power to
issue an additional 60,000,000 shares, or a total of 75,114,020 shares of Common
Stock, for cash or other consideration without further authorization by the
shareholders, except as may be required by law or the rules of the National
Association of Securities Dealers, Inc. Shareholders do not have preemptive
rights with respect to the Common Stock.
The Board of Directors believes that the proposed increased number of
authorized shares will provide the Board with flexibility well into the future
in considering actions that may involve the issuance of Common Stock, including
acquisitions of banks and bank-related corporations, stock splits, stock
dividends, additional stock-oriented benefit plans and other issuances or
reservations of Common Stock as and when the Board determines that such action
may be desirable. If approval of the proposed increase in authorized shares were
to be postponed until specific needs were to arise, the delay and expense
incident to shareholder action on the proposed issuance at that time might
deprive the Company of opportunities that would be available if the Amendment
were adopted now.
The Company has not entered into any agreements or understandings, and has
no current plans, for the issuance of any additional shares of Common Stock
except to the extent that the Company may issue shares of Common Stock pursuant
to existing employee benefit plans, in connection with the proposed acquisitions
described above, or in connection with any other acquisition agreements that may
be entered into by the Company. The issuance of additional shares of Common
Stock may have a dilutive effect on earnings per share and on the equity and
voting power of existing holders of Common Stock.
The ability of the Board of Directors to authorize the issuance and sale of
authorized but unissued shares of Common Stock could enhance the Company's
bargaining position on behalf of its shareholders in a takeover situation and
could, under some circumstances, be used to render more difficult or discourage
a merger, tender offer or proxy contest, the assumption of control by a holder
of a large block of the Company's securities, or the removal of incumbent
management, even if such a transaction were favored by holders of the requisite
number of the then outstanding shares of Common Stock. The Company is not aware
of any existing efforts to gain control of the Company or to organize a proxy
contest. If such a proposal were presented, management would make a
recommendation based upon the best interests of the Company's shareholders.
Approval of the Amendment requires the affirmative vote of the holders of
two-thirds of the shares of Common Stock present in person or by proxy at the
meeting, or a majority of the outstanding shares of Common Stock, whichever is
greater. Abstentions will be included but broker nonvotes will be excluded in
calculating the voting power present. The Board of Directors believes that
increasing the number of authorized shares is in the best interest of the
Company and its shareholders and, accordingly, recommends a vote FOR the
proposal to approve the Amendment.
2
<PAGE>
ELECTION OF DIRECTORS
The Company's charter provides for a classified Board of Directors,
composed of not less than five nor more than twenty-five persons, divided into
five classes serving staggered five-year terms, with the exact number of
directors to be fixed by the Board. By Board resolution, the number of directors
has been set at 19, of whom three are to be elected this year. The Board
nominates E. James Kock, Jr., R. King Milling and John G. Phillips. Messrs.
Kock, Milling and Phillips, who were elected at prior shareholders' meetings,
are nominated to serve until the 2003 Annual Meeting.
Directors will be elected by plurality of the votes actually cast.
Abstentions and broker nonvotes will be disregarded. Should any of the Board's
nominees become unavailable for election, which is not anticipated, proxy
holders may in their discretion vote for other nominees recommended by the
Board.
The following table includes information furnished by the respective
nominees and directors with regard to their principal occupations for the last
five years, directorships of other public companies and beneficial ownership of
the Company's outstanding stock as of December 31, 1997, as well as the
beneficial ownership of each of the named executive officers in the Summary
Compensation Table (as determined in accordance with 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
- ------------ -------------------- -------- ------- -------------- ------
Nominee for Term Expiring 2003
<S> <C> <C> <C> <C> <C>
E. James Kock, Jr., 69 Former President: Bowie 1965 1998 50,083(2)(3) *
Lumber Associates, Downmans
Associates, Jeanerette Lumber &
Shingle Co., Ltd. and White
Castle Lumber & Shingle Co., Ltd.
(land and timber holdings, and
investments) from 1965 to 1993
R. King Milling, 57 President of the Company 1979 1998 94,333(4) *
and the Bank
John G. Phillips, 75 Former Chairman of the Board 1972 1998 8,300(2)(5) *
and Chief Executive Officer, The
Louisiana Land and Exploration
Company (oil and gas exploration
and production)
Directors with Continuing Terms
Guy C. Billups, Jr., 70 Former Chairman of the Board 1997 2002 595,543(2)(6) 2.86%
of Merchants Bancshares, Inc. and
Merchants Bank & Trust Company;
Chairman, the Mississippi Bank
Advisory Board; Partner, Billups
Farms and Director, Billups Plantation,
Inc. (farming)
Harry J. Blumenthal, Jr., 52 President, Blumenthal 1993 1999 16,825(2)(7) *
Print Works, Inc.
(textiles manufacturing)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Shares Percent
Director Term Beneficially of
Name and Age Principal Occupation Since Expires Owned (1) Class
- ------------ -------------------- -------- ------- -------------- ------
<S> <C> <C> <C> <C> <C>
Joel B. Bullard, Jr., 47 President, Joe Bullard 1994 1999 14,566(2)(8) *
Automotive Companies
James M. Cain, 64 Former Vice Chairman, Entergy 1987 2002 6,489(2)(9) *
Corp. (utility holding company);
former Chairman of the
Board, Chief Executive Officer
and former President, Louisiana
Power and Light Company
(electric utility); Former
Director, Chief Executive Officer
And President, New Orleans
Public Service, Inc.
Angus R. Cooper, II, 55 Chairman and Chief Executive 1994 1999 120,665(2)(10) *
Officer, Cooper/T. Smith Corp.
(shipping service company)
Robert H. Crosby, Jr., 77 Chairman of the Board and 1972 2002 15,241(2)(11) *
Chief Executive Officer,
Crosby Land & Resources
(timberland holdings, oil
and gas production)
Richard B. Crowell, 59 Attorney, Crowell & Owens 1983 2002 176,370(2)(12) *
Camille A. Cutrone, 68 General Partner, Cutrone 1996 2000 78,623(2)(13) *
Verlander & Meyer, Attorney
at Law
William A. Hines, 61 Chairman of the Board, 1986 2001 153,900(2)(14) *
Midland Pipe Corporation
(sale of oil field
country tubular goods)
Robert E. Howson, 66 Former Chairman of the Board 1989 2000 13,250(2)(15) *
and Chief Executive Officer of
McDermott International, Inc.
and of McDermott Incorporated
(marine construction services
and power generation systems)
John J. Kelly, 63 President, Textron Marine 1986 2000 7,292(2)(16) *
and Land Systems (designs
and builds advanced
technology vehicles
and ships)
Alfred S. Lippman, 59 Partner, Lippman, Mahfouz 1996 2001 67,513(2)(17) *
& Martin, Attorneys at Law
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Shares Percent
Director Term Beneficially of
Name and Age Principal Occupation Since Expires Owned (1) Class
- ------------ -------------------- -------- ------- -------------- ------
<CAPTION>
<S> <C> <C> <C> <C> <C>
William L. Marks, 54 Chairman of the Board and 1990 2000 254,866(18) 1.22%
Chief Executive Officer of
the Company and the Bank
John K. Roberts, Jr., 61 President and Chief Executive 1985 2002 110,100(2)(19) *
Officer, Pan-American Life
Insurance Company (markets and
services life, health and
retirement insurance); Director,
Pan-American Financial Services, Inc.
Carroll W. Suggs, 59 Chairman, Chief Executive 1996 2001 2,600(2) *
Officer and President,
Petroleum Helicopters, Inc.
Warren K. Watters, 70 President, Reilly-Benton 1986 2000 8,950(2)(20) *
Company, Inc. (fabrication
and wholesale distribution of
marine and commercial
construction materials)
Executive Officers
Robert C. Baird, Jr., 47 Executive Vice President of - - 35,756(21) *
the Company and the Bank
John C. Hope, III, 49 Executive Vice President - - 63,077(22) *
of the Company and the Bank;
Former Chairman and Chief
Executive Officer of the Alabama
Bank
Kenneth A. Lawder, Jr., 57 Executive Vice President - - 66,913(23) *
of the Company and the Bank
All 26 directors and executive
officers of the Company as a group 2,676,216(24) 12.85%
</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 options that have been granted pursuant to
the Directors' Compensation Plan: (a) options on 1,000 shares granted
in 1994 and exercisable at any time through June 30, 2004 at a price of
$26.25 per share; (b) options on 1,000 shares granted in 1995 and
exercisable at any time through June 30, 2005 at a price of $26.75 per
share; (c) options on 1,000 shares granted in 1996 and exercisable at
any time through June 30, 2006 at a price of $30.50 per share and (d)
options on 1,000 shares granted in 1997 and exercisable at any time
through June 30, 2007 at a price of $42.4375. 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 options
described in items (b), (c) and (d)
5
<PAGE>
above. The total shares for Mr. Crowell include only those shares
subject to option described in item (d) above. The total shares for
Messrs. Cutrone and 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) and (d) above. The share total for Mr.
Billups, who joined the Company's Board in 1997, include only those
shares subject to option described in item (d) above.
(3) 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 total shares include 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.
(4) 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 stock and shares subject
to option granted pursuant to the Company's Long-Term Incentive
Program: 17,000 shares of restricted stock; options on 4,258 shares
of stock, which may be exercised at any time through June 22, 2003 at a
price of $19.41667 per share; options on 2,429 shares of stock, which
may be exercised at any time through July 26, 2004 at a price of $28.00
per share; options on 3,923 shares of stock, which may be exercised at
any time through July 25, 2005 at a price of $28.875 per share; options
on 6,000 shares of stock, which may be exercised at any time through
July 23, 2006 at a price of $30.00 per share; and options on 7,500
shares of stock, which may be exercised at any time through June 30,
2007 at a price of $42.4375 per share. His total shares include shared
voting and investment power with respect to 2,767 shares owned by
members of Mr. Milling's family and includes 2,928 shares of stock held
for the benefit of Mr. Milling in the Company's Savings Plus Plan.
(5) Mr. Phillips is a member of the Company's and the Bank's Compensation
Committee.
(6) Mr. Billups' total shares include 3,224 shares that are held by his
spouse (as to which Mr. Billups disclaims beneficial ownership).
(7) 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.
(8) 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.
(9) 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.
(10) Mr. Cooper serves on the Company's Executive Committee. His total
shares include 4,650 shares owned by the estate of his spouse, for
which beneficial ownership is disclaimed. Also includes 4,000 shares
owned by Mr. Cooper's four minor children in an account over which he
is custodian and for which beneficial ownership is disclaimed.
(11) 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.
(12) Mr. Crowell is a member of the Bank's Audit Committee. His total shares
include 67,788 shares owned by members of Mr. Crowell's family and
family trusts, for which beneficial ownership is disclaimed.
6
<PAGE>
(13) Mr. Cutrone's total shares include 28,495 shares in family trusts for
Mr. Cutrone's daughters and grandchildren for which he has voting
rights, but beneficial ownership is disclaimed.
(14) 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.
(15) Mr. Howson is a member of the Company's and the Bank's Compensation and
Executive Committees and the Bank's Audit Committee.
(16) Mr. Kelly is a member of the Company's and the Bank's Executive
Committees and the Bank's Audit Committee.
(17) 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.
(18) 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 stock and shares subject to option granted
pursuant to the Company's Long-Term Incentive Program: 48,000 shares
of restricted stock; options on 9,851 shares of stock, which may be
exercised at any time through June 22, 2003 at a price of $19.41667 per
share; options on 11,429 shares of stock, which may be exercised at
any time through July 26, 2004 at a price of $28.00 per share; options
on 18,000 shares of stock, which may be exercised at any time through
July 25, 2005 at a price of $28.875 per share; options on 18,000 shares
of stock, which may be exercised at any time through July 23, 2006 at a
price of $30.00 per share; and options on 40,000 shares of stock,
which may be exercised at any time through June 30, 2007 at a price of
$42.4375 per share. Also includes 2,156 shares of stock held for the
benefit of Mr. Marks in the Company's Savings Plus Plan, and options on
33,750 shares of stock, which may be exercised at any time through
February 28, 2000 at a price of $18.11 per share.
(19) Mr. Roberts is a member of the Company's and the Bank's Executive
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.
(20) Mr. Watters is a member of the Company's and the Bank's Executive and
Nominating Committees and is a member of the Bank's Trust Committee.
(21) 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: 7,250 shares of restricted stock; options on 6,000
shares of stock, which may be exercised at any time through July 25,
2005 at a price of $28.875 per share; options on 6,000 shares of stock,
which may be exercised at any time through July 23, 2006 at a price of
$30.00 per share; options on 7,500 shares of stock, which may be
exercised at any time through June 30, 2007 at a price of $42.4375 per
share. This figures includes 10 shares of stock owned by Mr. Baird's
son for which beneficial ownership is disclaimed and includes 379
shares of stock held for the benefit of Mr. Baird in the Company's
Savings Plus Plan.
(22) 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: 7,250 shares of restricted stock; options on 6,000
shares of stock, which may be exercised at any time through July 25,
2005 at a price of $28.875 per share; options on 6,000 shares of stock,
which may be exercised at any time through July 23, 2006 at a price of
$30.00 per share; and options on 7,500 shares of stock, which may be
exercised at any time through June 30, 2007 at a price of $42.4375 per
share. This figure includes 2,000 shares of stock owned by Mr. Hope's
minor children for which beneficial ownership is disclaimed and
includes 6,827 shares of stock held for the benefit of Mr. Hope in the
Company's Savings Plus Plan.
7
<PAGE>
(23) 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: 12,250 shares of restricted stock; options on 8,040
shares of stock, which may be exercised at any time through May 27,
2002 at a price of $13.22 per share; options on 9,000 shares of stock,
which may be exercised at any time through June 22, 2003 at a price of
$19.41667 per share; options on 6,000 shares of stock, which may be
exercised at any time through July 26, 2004 at a price of $28.00 per
share; options on 6,000 shares of stock, which may be exercised at any
time through July 25, 2005 at a price of $28.75 per share; options on
6,000 shares of stock, which may be exercised at any time through
July 23, 2006 at a price of $30.00 per share; and options on 7,500
shares of stock, which may be exercised at any time through June 30,
2007 at a price of $42.4375 per share. This total also includes 824
shares of stock held for the benefit of Mr. Lawder in the Company's
Savings Plus Plan.
(24) The Bank serves as trustee of the Savings Plus Trust, which held
326,720 shares (1.57%) as of December 31, 1997. 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 239,555
shares (1.15%) as of December 31, 1997. 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. The
Company has a Nominating Committee composed of Messrs. Cain, Kock, and Watters.
The Nominating Committee, whose functions and operating procedures have not yet
been fully delineated, held no meetings during the year. The Company has a
Compensation Committee consisting of Messrs. Crosby, Howson, and Phillips, as
discussed below.
The Bank has an Audit Committee that functions primarily to evaluate
the scope and results of internal and external audits. The Audit Committee,
which meets quarterly, is composed of not less than three members who are
appointed each meeting. Messrs. Cain, Crowell, Howson, Kelly, and Roberts served
as committee members during 1997.
During 1997, the Board of Directors of the Company held 12 meetings.
All directors other than Messrs. Hines and Kelly attended at least 75% of the
aggregate number of meetings of the Company's Board of Directors and the
committees of the Company on which they served.
Compensation of Directors. All Company directors are also directors of
one or more of the Company's subsidiaries, and except as described below, the
Company does not compensate directors for attendance at Company board meetings.
During 1997, the Louisiana Bank paid its non-officer directors annual fees of
$12,000 and $750 for each day on which the director attended one or more
meetings of the Louisiana Bank's board or a committee thereof. The Alabama Bank
paid its non-officer directors who are not also directors of the Company annual
fees of $1,500, $500 for attendance at each Alabama Bank board meeting and $300
per meeting for attendance at committee meetings of that board. The Company paid
Messrs. Bullard and Cooper, who were directors of the Alabama Bank but not the
Louisiana Bank, annual fees of $12,000 and $750 for each day on which those
directors attended one or more meetings of the Company's board or a committee
thereof. The Alabama Bank also paid these two directors $500 for attendance at
each Alabama Bank board meeting and $300 per meeting for attendance at that
board's committee meetings.
In 1994, the Company's shareholders approved the Directors'
Compensation Plan for the purpose of ensuring that each director who is not an
employee of the Company or its subsidiaries acquires and maintains an
appropriate equity interest in the Company through ownership of the Company's
common stock. In addition, this plan amended and restated the Unfunded Plan of
Deferred Compensation adopted in November, 1990. For each director, the
Directors' Compensation Plan, further amended by the Company's shareholders in
1996, provides for (a) the annual award of 300 shares of common stock, (b) the
annual grant of 1,000 non-qualified stock options, and (c) the voluntary
deferral of all or a portion of the stock award and/or the fees otherwise
payable annually to the directors.
8
<PAGE>
Any deferred amounts are credited to a bookkeeping account maintained
by the Company for the benefit of each director. The plan permits each director
to allocate, from time to time, 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 are periodically credited to each
account based upon such investment allocations; however, there is no requirement
that the Company actually acquire any asset subject to allocation by the
director. The Company established a rabbi trust in connection with the funding
of its obligations under the plan. Each year during the continuation of this
plan, it is the Company's intent to contribute to this trust in order to fund
its obligations thereunder.
Benefits under the plan are distributed as of the date designated by
each director, generally after the date the director ceases to serve as a member
of the board of directors of the company. Benefits are equal to the amount
credited to a director's account at the time of distribution.
EXECUTIVE COMPENSATION REPORT
The Company's executive compensation program is designed to attract,
reward, retain and motivate the executives who are responsible for providing
effective leadership over time to achieve and sustain superior financial
performance and continued growth of the Company. It provides executives and
other key employees a highly competitive total compensation package that
generates rewards based on both Company and individual performance.
The Compensation Committee of the Board of Directors (the "Committee")
is charged with the responsibility for reviewing the executive compensation
programs of the Company annually, for setting the salary of the Chief Executive
Officer and other executive officers, and for performing a more general review
of the compensation and benefit programs of the Company that apply to officers
and employees. Comprised of three independent, non-employee Directors, one of
whom is elected to serve as Chairman, the Committee met on five occasions during
1997.
The Committee is actively involved in administering the Company's
Executive Compensation Plan and Long- Term Incentive Plan, and annually approves
both nominees for participation and awards that may be made under either Plan.
Determinations and/or recommendations of the Compensation Committee are made
following informed discussions based on an assessment of Company performance
supported by a review of both financial and non-financial data, overall banking
industry and peer group bank performance data, general marketplace information,
and state, regional and national economic considerations. The Compensation
Committee utilizes benefit consultants and actuaries, executive compensation
consultants, and outside legal counsel as resources when needed and also relies
on salary and benefits survey data produced by independent third parties as an
additional source of information to assist in its deliberations.
Base pay is targeted at a level slightly above median pay for similarly
classified executives in the Company's peer bank group and the national banking
industry. This philosophy ensures the Company can attract and retain executives
of exceptional ability who have the experience and expertise required to do the
job. As presented in the Summary Compensation Table, the executive officers, in
addition to base salary, participate in a performance based Executive
Compensation Plan (annual cash bonus incentive plan) established by the Company
in 1992, the Long-Term Incentive Program approved by shareholders in 1992 and
its successor, the 1997 Long-Term Incentive Plan approved by the shareholders in
1997. In 1992, the Committee approved for implementation Executive Agreements
designed to provide executives and other key employees a degree of protection in
the event of a change in control. These Agreements were subsequently revised in
1993 and again in 1996.
Base Salary Increase -- Chief Executive Officer and Chairman. The
Committee approved a base salary increase for William L. Marks, Chairman and
Chief Executive Officer of the Company, effective as of July 1, 1997, raising
his annual salary to $650,000. This represented an annualized increase of
$40,000 or 6.55%. This increase was granted after the Committee reviewed
information developed by the Bank's Human Resources Department which detailed
the salaries paid by banks comprising the peer bank group to their respective
chief executive officers, as well as national salary survey data published in
the annual Watson Wyatt Financial Institutions Compensation Survey. The
Committee also granted base salary increases effective July 1, 1997 to the
Bank's designated executive officers, appearing in the Summary Compensation
Table, after reviewing the recommendations of Mr. Marks, and taking into
9
<PAGE>
consideration information developed by the Company's Human Resources Department
on salaries paid to executives in similar position classifications by the peer
bank group, as well as national salary survey data published in the annual
Watson Wyatt Financial Institutions Compensation Survey.
Executive Compensation Plan. The Executive Compensation Plan of the
Company is a performance driven annual cash bonus incentive plan that is
reviewed and approved annually by the Committee. The Plan, initially adopted in
1992, is designed to optimize the profitability of the Company and its
subsidiaries, and to further motivate the executive officers and other key
officers of the Company who are designated as participants through the award of
incentive cash compensation based on the attainment of specific performance
objectives. In 1997, the criteria used to assess company performance were return
on average assets (ROAA) and return on average equity (ROAE), two of the most
frequently used measures of financial performance in the banking sector.
Applying equal weight to each criterion, composite Company performance is
calculated. Composite performance results using the same performance criteria
are calculated for each of the Company's peer bank group, which is comprised of
twelve high performing banks located in the South Central United States.
The Company's composite performance is then compared to the composite
performance of the peer bank group. Comparison of Company performance to the
performance of the peer bank group determines the maximum amount of awards, if
any, earned under the Plan. Awards earned under the Plan are payable to
participants including the executive officers appearing in the Summary
Compensation Table and other designated participants. If the Company's
performance compared to the peer bank group falls below a specific performance
threshold, no awards will be earned. With the exception of the award
calculation for the Chief Executive Officer and Chairman, which is based solely
on corporate performance, the target awards for other participants are subject
to adjustment based on an assessment of each participant's performance and
contribution during the year.
The Committee, following completion of its assessment of corporate
performance compared to the peer bank group, and after reviewing individual
performance for each executive officer, excluding the Chairman, determined that
the following executive officers had earned awards under the Plan in the amount
indicated: William L. Marks ($333,923); R. King Milling ($172,209); Kenneth A.
Lawder, Jr.($109,204); Robert C. Baird, Jr.($99,252); and John C. Hope($92,402).
The aggregate amount of the awards for these executive officers totaled
$806,990.
Long-Term Incentive Plan. The Company's 1997 Long-Term Incentive Plan,
approved by shareholders last year, was established to increase shareholder
value, to advance the interests of the Company, to attract, retain, and motivate
certain officers, executive personnel and other key employees through the grant
or award of stock-based incentive compensation. The Company's 1997 Long Term
Incentive Plan is administered by the Compensation Committee, which approves
each employee nominated for participation and which grants any and all awards
made under the Plan. The stock based incentives available under the Plan may
include:
(1) Stock options, which may be either non-statutory stock
options or incentive stock options within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended;
(2) Restricted stock, which are shares of common stock, the
ownership of which is contingent upon the attainment of specified
performance objectives or restrictions on transfer, forfeitability or
other limitations;
(3) Performance shares, which are shares of common stock which
may be subject to the attainment of specified performance objectives;
and
(4) Phantom shares, which are equity awards related to the
value of shares of common stock.
During 1997, awards of performance based restricted stock and stock
options were granted to the Chief Executive Officer and the other named
executive officers, as detailed in the compensation tables shown herein, as well
as certain other officers of the Company. In granting these awards, the
Committee took particular note of the Company's most recent financial
performance, as well as financial performance over the past years, actions taken
to strengthen the credit quality of the Company's loan portfolio, actions taken
to strengthen internal policies and
10
<PAGE>
procedures, the geographical expansion which occurred, and overall improvement
within the structure and operation of the Company. In establishing the level of
grants to the Chief Executive Officer, the Committee considered overall
compensation data from banking industry sources and peer bank holding companies,
as developed by external consultants and the Bank's Human Resources
Department, as well as the Committee's assessment of the Chief Executive
Officer's recent and past performance and the expectations of his future
contribution to the achievement of the Company's long-term performance goals and
growth objectives. These same measures, along with the Chief Executive
Officer's recommendations, were applied in awarding grants to the other
officers.
Executive Agreements. The Company and the Bank have entered into
separate agreements with Messrs. Marks, Milling, Lawder, Hope and Baird
providing for compensation and severance benefits upon the termination of
employment under circumstances following a change in control of the Company or
the Bank.
Generally, under the agreements, a change in control of the Company or
the Bank will be deemed to have occurred if (i) any person acquires or becomes
the beneficial owner of more than 20% of the Company's outstanding common stock
without the approval of the Company's Board of Directors, (ii) the Federal
Deposit Insurance Corporation or any other regulatory agency takes certain
actions in conjunction with the reorganization or liquidation of the Bank, (iii)
the Company or the Bank enter into a merger or consolidation, or sell all or
substantially all of their stock or assets, without the surviving or acquiring
corporation agreeing to assume the obligations of the Company or the Bank under
the agreements, or (iv) there is a change in the majority of the members of the
Company's or the Bank's Boards of Directors.
Under each agreement, if the acquiring company or the acquiring bank
terminates the employment of the officer without cause, or if the officer
resigns during the three year period following a change in control as a result
of a change or diminution of his duties, responsibilities, title, compensation,
working conditions or general status with the Company or the Bank, he will be
entitled to special severance benefits including, among other things, a sum
equal to 300% of his annual salary and substantially all of the amounts that are
payable to him under the Company's and the Bank's employee and executive benefit
plans.
Other Responsibility. The Committee reviews the provisions and scope of
other employee benefit plans, such as the qualified Retirement Plan and the
qualified Savings Plus Plan 401(k), formerly the Thrift Incentive Plan, and
recommends to the Board of Directors any changes to such plans that it deems
appropriate and recommends to the Board the adoption of any new qualified or
non-qualified plans. The Committee further reviews any and all matters with
respect to the management of employee incentives, general compensation and
benefit programs, and as it believes action by the Board of Directors may be
indicated, the Committee makes recommendations concerning those matters to the
Board.
The Committee believes that the executive compensation policies and
programs of the Company serve the best interest of its shareholders and that the
combination of a sound base salary program, a competitive performance based
short-term cash bonus incentive plan, and performance driven long-term
incentives provide a foundation for the continued success of the Company.
Compensation Committee of the Board of Directors
Robert E. Howson, Chairman
Robert H. Crosby, Jr.
John G. Phillips
11
<PAGE>
<TABLE>
<CAPTION>
I. SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation Awards (5)
Awards
Restricted
Stock Options
Award Number
Dollar of All Other
Names and Principal Position Year Salary Bonus (4) Value (6) Shares Compensation
- ------------------------------------ -------------- ------------ ------------ ---------------- ------------ -------------------
<S> <C> <C> <C> <C> <C> <C>
William L. Marks 1997 $630,043 $333,923 $396,250(1) 40,000 $10,590(7)
Chairman & Chief Executive 1996 592,565 314,059 300,000(2) 18,000 6,515
Officer of the Company and the 1995 562,532 337,519 288,750(3) 18,000 4,792
Louisiana Bank
R. King Milling 1997 $410,022 $172,209 $138,688(1) 7,500 $10,832(8)
President of the Company 1996 387,528 162,762 90,000(2) 6,000 7,650
and the Louisiana Bank 1995 375,014 168,756 86,625(3) 6,000 6,051
Kenneth A. Lawder, Jr. 1997 $260,010 $109,204 $108,969(1) 7,500 $ 8,789(9)
Executive Vice President of the 1996 248,024 104,170 75,000(2) 6,000 7,650
Company and the Louisiana Bank 1995 236,074 106,211 57,750(3) 6,000 4,917
John C. Hope, III 1997 $220,004 $ 92,402 $108,969(1) 7,500 $ 6,132(10)
Executive Vice President of the 1996 204,008 85,683 75,000(2) 6,000 5,718
Company and Chairman and 1995 192,552 86,648 57,750(3) 6,000 68,045
Chief Executive Office of the
Alabama Bank
- ------------------------------------ -------------- ------------ ------------ ---------------- ------------ -------------------
Robert C. Baird, Jr. 1997 $212,504 $ 99,252 $108,969(1) 7,500 $ 6,106(11)
Executive Vice President of the 1996 187,923 78,928 75,000(2) 6,000 25,723
Company and the Louisiana Bank 1995 82,503 37,126 57,750 6,000 30,450
==================================== ============== ============ ============ ================ ============ ===================
</TABLE>
(1) The restricted shares granted in 1997 represent a target award that will be
adjusted based on the performance of the Company, as measured by its return
on assets and return on equity, in relation to that of a designated peer
group over the three year period ending December 31, 1999. The
ultimate number of shares in which the named executive will vest range from
0% to 200% of the target award. The restricted shares vest on March 18,
2000 upon completion of certain employment requirements. The grant date for
the target award was March 18, 1997. The target award is valued at $39.625
per share, the market price on the award date.
(2) The restricted shares granted in 1996 represent a target award that will be
adjusted based on the performance of the Company, as measured by its return
on average assets and return on average equity, in relation to that of a
designated peer group over the three year period ending December 31, 1998.
The ultimate number of shares in which the named executive will vest range
from 0% to 200% of the target award. The restricted shares vest on July 23,
1999 upon completion of certain employment requirements. The grant date for
the target award was July 23, 1996. The target award is valued at $30.00
per share, the market price on the award date.
(3) Restricted stock vests July 25, 2000 upon completion of certain employment
requirements. The grant for the target award was July 25, 1995. The target
award is valued at $28.875 per share, the market price on the award date.
(4) All bonuses have been paid under the Executive Compensation Plan (annual
performance based incentive plan).
(5) All awards have been made under the Long Term Incentive Plans approved by
shareholders.
(6) The restricted stock shares shown in the table represent restricted stock
holding of the named executive officers. The dollar values in the table
were calculated using the market price of the Company's Common stock on the
date of award. The aggregate value of all listed restricted stock holdings
of each named executive officer calculated using
12
<PAGE>
the market price of the Company's common stock as of December 31, 1997 were
as follows: Mr. Marks, $1,710,000; Mr. Milling, $541,500; Mr. Lawder,
$413,250; Mr. Hope, $413,250; and Mr. Baird, $299,250. Dividends are paid
in full on such restricted shares.
(7) This represents $5,790 in imputed income for the group term life insurance
and $4,800 in matching contributions under the Savings Plus Plan.
(8) This represents $6,032 in imputed income for the group term life insurance
and $4,800 in matching contributions under the Savings Plus Plan.
(9) This represents $3,989 in imputed income for the group term life insurance
and $4,800 in matching contributions under the Savings Plus Plan.
(10) This represents $1,332 in imputed income for the group term life insurance
and $4,800 in matching contributions under the Savings Plus Plan.
(11) This represents $1,306 in imputed income for the group term life insurance
and $4,800 in matching contributions under the Savings Plus Plan.
<TABLE>
<CAPTION>
II. OPTION GRANTS TABLE
Option Grants in 1997
========================================================================================================================
Potential Realizable Value at
Assumed Annual Rates of Stock
Individual Grants Price Appreciation For Option
Term
---------------------------------------------------------------------------------------------
Number of % of Total Exercise or
Securities Options Granted Base Price
Underlying to Employees on (Per Share) Expiration
Name Options Granted 1997 Date 5% 10%
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William L. Marks 40,000 26.58% $42.4375 6/30/2007 $1,067,540 $2,705,380
R. King Milling 7,500 4.98% $42.4375 6/30/2007 200,164 507,259
Kenneth A. Lawder, Jr. 7,500 4.98% $42.4375 6/30/2007 200,164 507,259
John C. Hope, III 7,500 4.98% $42.4375 6/30/2007 200,164 507,259
Robert C. Baird 7,500 4.98% $42.4375 6/30/2007 200,164 507,259
- ------------------------------------------------------------------------------------------------------------------------
Named Executive Officers' assumed value gained as a %
of all shareholders' gains:
$1,868,196 $4,734,416
Named Executive
Officers
Shareholders $555,232,224 $1,407,079,974
% of gain pertaining to Executive Officer's 0.34% 0.34%
options
=========================================================================================================================
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
III. OPTION EXERCISES AND YEAR-END VALUE TABLE
Options Exercise and Year-End Value Table
========================================================================================================================
Number of executive Value of unexercised
underlying unexercised in-the-money options at
options at December 31, 1997 December 31, 1997
Shares acquired on ---------------------------- -----------------
Name exercise Value realized All exercisable All exercisable
<S> <C> <C> <C> <C>
William L. Marks 3,571 $45,100 131,030 $3,589,000
R. King Milling 7,390 99,900 24,110 612,000
Kenneth A.Lawder, Jr. 3,810 159,700 42,540 1,304,200
John C. Hope, III ----- ----- 19,500 440,000
Robert C. Baird, Jr. ----- ----- 19,500 440,000
</TABLE>
PERFORMANCE GRAPH
The accompanying graph shows the comparative total economic return,
including the reinvestment of cash dividends received and the effects of stock
price appreciation or depreciation, of the common stock of the Company, of all
U.S. common stocks listed on the NASDAQ system, and of the bank stocks of the
KBW 50 Total Return Index, a proprietary bank stock index of Keefe, Bruyette &
Woods, Inc., which tracks the returns of 50 large banking companies throughout
the United States.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
Cumulative Total Return Index for the Year
---------------------------------------------------
1992 1993 1994 1995 1996 1997
---------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Whitney Holding Corporation Common Stock................... 100 145 142 209 246 406
KBW 50 Total Return Index.................................. 100 106 100 160 227 332
NASDAQ Total Return Index (U.S. Companies)................. 100 115 112 159 195 240
</TABLE>
14
<PAGE>
Company Plans
The Company's executive officers, who are re-appointed annually, are
participants in the Company's Executive Compensation Plan, Long-Term Incentive
Program, Retirement Plans and Savings Plus Plan and may elect to participate in
the Deferred Compensation Plan. The Executive Compensation Plan and Long-Term
Incentive Plan are described above under the heading "Executive Compensation
Report".
Retirement Plan. The Bank, in 1964, established a non-contributory,
defined benefit retirement plan. The plan, as amended (the "Retirement Plan"),
generally covers salaried employees of the Company and its subsidiaries who are
at least 21 years of age and complete certain additional eligibility
requirements. In general, the monthly benefit payable under the Retirement Plan
at normal retirement age (age 65) is an amount based on final average monthly
compensation and years of service at normal retirement age, reduced by a portion
of the monthly Social Security amount payable at that age. Final average monthly
compensation (which includes the salaries and bonuses of executive officers set
forth in the Summary Compensation Table, but excludes the value of grants and
awards under the Long-Term Incentive Plan and contributions by the Company or
its subsidiaries to employee benefit plans) is calculated by averaging the
highest consecutive five years of compensation during the ten calendar years
preceding termination or retirement date. During the period 1994 through 1996,
annual compensation in excess of $150,000 is disregarded, and effective January
1, 1997, annual compensation in excess of $160,000 is disregarded. With certain
exceptions, years of service includes all periods of continuous service with the
Company or its subsidiaries. Benefits under the Retirement Plan are fully vested
upon the completion of five years of credited service. The Retirement Plan was
most recently amended and restated in 1995. The maximum annual benefit payable
under the Retirement Plan for employees who retire in 1997 is the lesser of
$125,000 (a limitation imposed by the Internal Revenue Code) or 100% of "average
compensation" (defined as the highest aggregate earnings averaged over three
consecutive years).
The Company adopted a non-qualified defined benefit retirement plan,
known as the Retirement Restoration Plan (the "Restoration Plan"), effective as
of January 1, 1995. The Restoration Plan provides to designated executive
officers benefits which are computed under the Retirement Plan's formula, but
without the restrictions imposed by certain specified provisions of the Internal
Revenue Code. Benefits due and payable under the Retirement Restoration Plan are
reduced by amounts actually payable from the qualified Retirement Plan.
The following table shows the estimated annual benefit payable from the
Retirement Plan upon retirement at age 65 to persons in specified compensation
and years of service classifications, computed on a straight life annuity basis,
including an estimate of the amount payable to any person designated as a
participant in the Retirement Restoration Plan. The table does not indicate
required deductions for Social Security benefits. Benefits under both the
Retirement Plan and Retirement Restoration Plan are calculated taking into
consideration base salary and cash bonus earned by the executive and exclude any
amounts received in the form of cash or stock under the Long-Term Incentive
Plan.
15
<PAGE>
<TABLE>
<CAPTION>
RETIREMENT PLAN TABLE
Credited Years of Service
=================================== ==============================================================================================
Highest Successive Five-
Year Average Remuneration 10 15 20 25 30
<S> <C> <C> <C> <C> <C> <C>
200,000 36,600 54,900 73,200 91,500 109,800
300,000 54,900 82,350 109,800 137,250 164,700
400,000 73,200 109,800 146,400 183,000 219,600
500,000 91,500 137,250 183,000 228,750 274,500
600,000 109,800 164,700 219,600 274,500 329,400
700,000 128,100 192,150 256,200 320,250 384,300
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>
Messrs. Marks, Milling, Lawder, Hope, and Baird had, respectively, 7,
13, 6, 3, and 2 years of service as of December 31, 1997.
Savings Plus Plan. The Louisiana Bank established the Thrift Incentive
Plan (a non-contributory profit sharing plan) in 1952. The last contribution
made by the Louisiana Bank to the Plan was in 1988.
The Thrift Incentive Plan was amended and restated in 1993 to, among
other things, comply with the provisions of the Tax Reform Act of 1986 and to
activate provisions permitted under Section 401(k) of the Internal Revenue Code.
Concurrently, the Thrift Incentive Plan was renamed the Savings Plus Plan. The
Savings Plus Plan generally provides that salaried employees of the Company and
its subsidiaries who have completed one year of service are eligible to
participate as of the first day of the following calendar quarter. Participants
may elect to contribute up to 10% of salary, subject to certain limitations; up
to the first 3% of salary contributed is matched on a dollar for dollar basis.
Participants are provided with investment discretion over all contributions and
may select from a variety of investment options. In 1997, the Louisiana Bank
contributed $4,800 each on behalf of Messrs. Marks, Milling, Lawder, and Baird;
and the Alabama Bank contributed $4,800 on behalf of Mr. Hope.
Deferred Compensation Plan. In 1993, the Company established a
non-qualified deferred compensation plan. The Plan permits eligible officers to
annually elect to defer up to 25% of base salary and all or part of bonuses paid
under the Executive Compensation Plan. The Deferred Compensation Plan also
permits the deferral of any disallowed employee contributions under the Savings
Plus Plan. Participants are permitted to direct the investment of deferrals into
a limited number of available investment options. Deferral elections must be
made prior to the calendar year in which the salary or bonus is earned.
Distribution under the Deferred Compensation Plan must generally coincide with
the attainment of retirement age and may take the form of a lump-sum payment or
a specified payment stream. In 1997, the only listed executive officer making a
deferral under the Plan was John Hope, in the amount of $42,842.
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
16
<PAGE>
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 1997 was $5,909,655 and the aggregate balance on December 31, 1997 was
was $5,909,655. Interest accrued on these loans during 1997 at rates ranging
from 7.5% to 8.5%.
Pan-American Life Insurance Company, of which John K. Roberts, Jr., a
director of the Company, is President and Chief Executive Officer and a
director, was paid $569,738 during 1997 for insurance premiums providing group
term life and AD&D coverage for employees and medical/dental claim
administrative services rendered to the Company and its subsidiary banks.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Because the Company is a public company, its officers, directors and
10% beneficial shareholders are required to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in their
ownership of the Company's stock. Based upon its review of copies of forms and
related documents furnished to the Company, management believes that all
required filings by all such persons were timely made during 1997, except as
follows: Mr. Bullard's initial report of ownership inadvertently omitted some
shares acquired by his children's trusts prior to his affiliation with the
Company. In addition, Messrs. Bullard, Cain, Kock, Roberts and Watters relied on
guidance from the Company and did not disclose common stock equivalents credited
to their respective deferred compensation accounts under the Directors'
Compensation Plan. Appropriate amendments to these reports were filed after the
date on which these disclosures were due.
ACCOUNTANTS
The shareholders will be asked to ratify the Board's selection of
Arthur Andersen LLP as independent public accountants to audit the books of the
Company and its subsidiaries for 1998. The firm has served as the Company's
auditors since 1964. Representatives of Arthur Andersen LLP are expected to be
present at the Annual Meeting, with the opportunity to make any statement they
desire at that time, and will be available to respond to appropriate questions.
If the selection is not ratified (abstentions and brokers non-votes will be
disregarded), the appointment of other auditors will be considered by the Board.
SHAREHOLDER PROPOSALS
In order for proposals of shareholders to be considered for inclusion
in the proxy statement and proxy for the 1999 Annual Meeting of Shareholders,
such proposals must be received at the Company's principal executive office no
later than November 18, 1998.
OTHER MATTERS
The matters to be acted on at the Annual Meeting are set forth in the
accompanying Notice. The Company knows of no other business to be presented at
the meeting, but if other matters requiring a vote are properly presented at the
meeting or any adjournments thereof, 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
17
<PAGE>
March 18, 1998
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
The Annual Meeting of Shareholders of Whitney Holding Corporation (the
"Company") will be held on the eleventh floor, Pan-American Life Center, 601
Poydras Street, New Orleans, Louisiana, on Wednesday, April 22, 1998, at 10:30
a.m., for the purposes of considering and voting upon:
1. A proposed amendment of Article VI, Section 1, of the Company's
Charter to increase the authorized number of shares of Common Stock.
2. Election of three directors to serve until the 2003 Annual Meeting,
or until their successors are elected and qualified.
3. Ratification of the selection of Arthur Andersen LLP as independent
public accountants to audit the books of the Company and its subsidiaries for
1998.
4. Such other business as may properly come before the meeting or any
adjournments or postponements thereof.
The close of business on February 26, 1998, has been fixed as the
record date for determining shareholders entitled to notice of and to vote at
the meeting.
By order of the Board of Directors.
Joseph S. Schwertz, Jr.
Secretary
- --------------------------------------------------------------------------------
228 St. Charles Avenue, New Orleans, Louisiana 70130
Detach Proxy Card Here
- -------------------------------------------------------------------------------
o
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE FOLLOWING PROPOSALS:
1. A proposed amendment of Article VI, Section 1, of the
Company's Charter to increase the authorized number of
shares of Common Stock. FOR o AGAINST o ABSTAIN o
2. Election of three Directors to serve until the 2003 Annual Meeting, or
until their successors are elected and qualified.
FOR all nominees WITHHOLD AUTHORITY to vote for
listed below o all nominees listed below o *EXCEPTIONS o
Terms expiring 2003: Messrs. E. James Kock, Jr., R. King Milling and
John G. Phillips
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name on the line below.)
*Exceptions
----------------------------------------------------------------
3. Ratification of the selection of Arthur Andersen LLP as independent
public accountants for 1998. FOR o AGAINST o ABSTAIN o
When properly executed and returned, this proxy will be voted in the manner
specified thereon. If no manner is specified, the proxy will be voted FOR
proposals 1, 2 and 3.
Change of Address and or Comments Mark Here o
NOTE: Please sign as your name appears hereon. If shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title as
such. If a corporation, please sign in full corporate name by
authorized officer. If a partnership, please sign in full partnership
name by authorized person.
Date , 1998
--------------------------------
------------------------------------------
------------------------------------------
Signature of shareholder
Please Sign, Date and Return the Proxy Votes MUST be indicated
Promptly Using the Enclosed Envelope. (x) in Black or Blue Ink. o
<PAGE>
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,
which requires no postage if mailed in the United States. You may, of course,
later revoke your proxy and vote in person.
------------------------------------------------------------------------------
WHITNEY HOLDING CORPORATION
P R O X Y
Solicited by the Board of Directors
The undersigned hereby appoints Lloyd J. Abadie, Richard C. Hart and
John A. Rehage, and each of them, proxies with full power of substitution, to
represent and to vote all shares of Common Stock of Whitney Holding
Corporation which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of said corporation to be held on April 22, 1998 or any
adjournments or postponements thereof (1) as hereinafter specified upon the
proposals listed below and (2) in their discretion upon such other business as
may properly come before the meeting.
(Continued And To Be Signed On Other Side.)
WHITNEY HOLDING CORPORATION
P.O. BOX 11183
NEW YORK, N.Y. 10203-0183
<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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