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The following is an excerpt from a 10-K SEC Filing, filed by WHITNEY HOLDING CORP on 3/30/1999.
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WHITNEY HOLDING CORP - 10-K - 19990330 - PART_III

PART III

Item 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The names, ages and positions of the Company's directors and executive officers are listed below with their business experience during the past five years.

                                                                                     Director          Term
Name and Age                        Principal Occupation                              Since           Expires
------------------------            --------------------------------------------     --------         -------
Robert C. Baird, Jr., 48            Executive     Vice       President       of        N/A              N/A
                                    the Company and the Bank since 1995;  Former
                                    President and CEO of Union Bank and Trust, a
                                    $500  million  bank,  from  1991 to 1994 and
                                    Chairman from 1993 to 1994

Guy C. Billups, Jr., 70             Former Chairman of the Board                      1997             2002
                                    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., 53        President, Blumenthal                             1993             1999
                                    Print Works, Inc.
                                    (textiles manufacturing)

Joel B. Bullard, Jr., 48            President, Joe Bullard                            1994             1999
                                    Automotive Companies

James M. Cain, 65                   Former Vice Chairman, Entergy                     1987             2002
                                    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.
                                    (electric utility)

Rodney D. Chard, 56                 Executive Vice President                           N/A              N/A
                                    of the Company and the Bank;
                                    Former Consultant with EDS
                                    Management Consulting Services from
                                    1992 to 1995

                              Page 57 of 66 Pages

Angus R. Cooper II, 55              Chairman and Chief Executive                      1994             1999
                                    Officer, Cooper/T. Smith Corp.
                                    (shipping service company)

Robert H. Crosby, Jr., 78           Chairman of the Board and                         1972             2002
                                    Chief Executive Officer,
                                    Crosby Land & Resources
                                    (timberland holdings, oil
                                    and gas production)

Richard B. Crowell, 59              Attorney, Crowell & Owens                         1983             2002

Camille A. Cutrone, 69              Partner, Cutrone,                                 1996             2000
                                    Verlander & Meyer, Attorney
                                    at Law

G. Blair Ferguson, 55               Executive Vice President                           N/A              N/A
                                    of the Company and the Bank

William A. Hines, 62                Chairman of the Board,                            1986             2001
                                    Nassau Holding Corporation
                                    (holding company of entities
                                    in oil field service industry)

John C. Hope, III, 49               Executive Vice President                           N/A              N/A
                                    of the Company and the Bank;
                                    Former Chairman and Chief
                                    Executive Officer of the
                                    Alabama Bank; Former Executive Vice
                                    President of AmSouth Bank of Alabama from
                                    1974 to 1994

Robert E. Howson, 67                Former Chairman of the Board                      1989             2000
                                    and Chief Executive Officer of
                                    McDermott International, Inc.
                                    and of McDermott Incorporated
                                    (marine construction services
                                    and power generation systems)

John J. Kelly, 64                   Former President, Textron                         1986             2000
                                    Marine and Land Systems
                                    (designs and builds advanced
                                    technology vehicles and
                                    ships); Chairman, New Orleans
                                    Technology Council

E. James Kock, Jr., 69              Former President: Bowie                           1965             2003
                                    Lumber Associates, Downmans
                                    Associates, Jeanerette Lumber &
                                    Shingle Co., Ltd. and White
                                    Castle Lumber & Shingle Co., Ltd.
                                    (land and timber holdings, and
                                    investments)

                              Page 58 of 66 Pages

Kenneth A. Lawder, Jr., 57          Executive Vice President                          N/A              N/A
                                    of the Company and the Bank

Alfred S. Lippman, 60               Partner, Lippman, Mahfouz                        1996             2001
                                    & Martin, Attorneys at Law

William L. Marks, 55                Chairman of the Board and                        1990             2000
                                    Chief Executive Officer of
                                    the Company and the Bank

Joseph W. May, 53                   Executive Vice President                          N/A      `       N/A
                                    of the Company and the Bank

R. King Milling, 58                 President of the Company                         1979             2003
                                    and the Bank

John G. Phillips, 76                Former Chairman of the Board                     1972             2003
                                    and Chief Executive Officer, The
                                    Louisiana Land and Exploration
                                    Company (oil and gas exploration
                                    and production)

John K. Roberts, Jr., 62            Chairman and Chief Executive                     1985             2002
                                    Officer, Pan-American Life
                                    Insurance Company (markets
                                    and services life, health
                                    and retirement insurance);
                                    Director, Pan-American
                                    Financial Services, Inc.

Carroll W. Suggs, 60                Chairman, Chief Executive                        1996             2001
                                    Officer and President,
                                    Petroleum Helicopters, Inc.

Warren K. Watters, 71               President, Reilly-Benton                         1986             2000
                                    Company, Inc. (fabrication
                                    and wholesale distribution of
                                    marine and commercial
                                    construction materials)

In further response to this Item 10, registrant incorporates by reference the sections entitled "Compliance with Section 16(a) of the Exchange Act" of its Proxy statement dated March 18, 1999.

Item 11: EXECUTIVE COMPENSATION

In response to this item, registrant incorporates by reference the sections entitled "Compensation of Directors," "Summary Compensation Table," "Option Grants Table," "Option Exercises and Year End Value Table," and "Company Plans" and the sub-sections entitled "Long-Term Incentive Plan" and "Executive Compensation Plan" under the heading of "Executive Compensation Report," of its Proxy Statement dated March 18, 1999.

Page 59 of 66 Pages


Item 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

In response to this item, registrant incorporates by reference the sections entitled "Voting Securities and Principal Holders Thereof" and "Election of Directors" of its Proxy Statement dated March 18, 1999.

Item 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In response to this item, registrant incorporates by reference the section entitled "Certain Transactions" of its Proxy Statement dated March 18, 1999.

PART IV

Item 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) (1) The following consolidated financial statements of the Company and its subsidiaries are included in Part II Item 8:

                                                                Page Number
Consolidated Balance Sheets --
   December 31, 1998 and 1997                                            25

Consolidated Statements of Operations --
   Years Ended December 31, 1998, 1997, and 1996                         26

Consolidated Statements of Changes in Shareholders' Equity --
   Years Ended December 31, 1998, 1997, and 1996                         27

Consolidated Statements of Cash Flows --
   Years Ended December 31, 1998, 1997, and 1996                         28

Notes to Financial Statements                                            29

Report of Independent Public Accountants                                 55

Summary of Quarterly Financial Information                               56

(a) (2) All schedules have been omitted because they are either not applicable or the required information has been included in the financial statements or notes to the financial statements.

(a)(3) Exhibits:

Exhibit 3.1 - Copy of Composite Charter (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993 (Commission file number 0-1026) and incorporated herein by reference).

Exhibit 3.3 - Copy of Bylaws, as amended July 1998 (filed as Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (Commission file number 0-1026) and incorporated by reference herein).

Page 60 of 66 Pages


Exhibit 10.1 - Stock Option Agreement between Whitney Holding Corporation and William L. Marks (filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1990 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.2 - Executive agreement between Whitney Holding Corporation, Whitney National Bank and William L. Marks (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.3 - Executive agreement between Whitney Holding Corporation, Whitney National Bank and R. King Milling (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.4 - Executive agreement between Whitney Holding Corporation, Whitney National Bank and Edward B. Grimball (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.5 - Executive agreement between Whitney Holding Corporation, Whitney National Bank and Kenneth A. Lawder, Jr. (filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.6 - Executive agreement between Whitney Holding Corporation, Whitney National Bank and G. Blair Ferguson (filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.7 - Executive agreement between Whitney Holding Corporation, Whitney National Bank and Joseph W. May (filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.8 - Executive agreement between Whitney Holding Corporation, Whitney Bank of Alabama and John C. Hope, III (filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.9 - Executive agreement between Whitney Holding Corporation, Whitney National Bank and Robert C. Baird, Jr. (filed as Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.10a - Long-term incentive program (filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.10b - Long-term incentive plan (filed as a Proposal in the Company's Proxy Statement dated March 18, 1997 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.11 - Executive compensation plan (filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.12 - Form of restricted stock agreement between Whitney Holding Corporation and certain of its officers (filed as Exhibit 19.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992 (Commission file number 0-1026) and incorporated by reference).

Page 61 of 66 Pages


Exhibit 10.13 - Form of stock option agreement between Whitney Holding Corporation and certain of its officers (filed as Exhibit 19.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.14 - Directors' Compensation Plan (filed as Exhibit A to the Company's Proxy Statement dated March 24, 1994 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.14a - Amendment No. 1 to the Whitney Holding Corporation Directors' Compensation Plan (filed as Exhibit A to the Company's Proxy Statement dated March 15, 1996 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.15 - Retirement Restoration Plan effective January 1, 1995 (filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.16 - Executive agreement between Whitney Holding Corporation, Whitney National Bank and Rodney D. Chard (filed as Exhibit 10.17 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.17 - Form of Amendment to Section 2.1e of the Executive agreements (filed as Exhibits 10.2 through 10.9 herein (filed as Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.18 - Executive agreement between Whitney National Bank of Mississippi and Guy C. Billups, Jr. dated April 18, 1997 (filed as Exhibit 10.19 to the Company's Quarterly Report on form 10-Q for the quarter ended June 30, 1997 (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.19 - Form of Amendment adding subsection 2.1g to the Executive Agreements set forth as Exhibits 10.2 through 10.9, Exhibit 10.16 and Exhibit 10.18 herein (filed as Exhibit 10.19 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (Commission file number 0-0126) and incorporated by reference).

Exhibit 21 - Subsidiaries

Whitney Holding Corporation owns 100% of the capital stock of Whitney National Bank, successor by merger in early January 1998 to Whitney Bank of Alabama, Whitney National Bank of Florida and Whitney National Bank of Mississippi.

Exhibit 23 - Consent of Arthur Andersen LLP dated March 26, 1999

All other subsidiaries considered in the aggregate would not constitute a significant subsidiary.

Exhibit 27 - Financial Data Schedule

(b) Reports of Form 8-K

None

Page 62 of 66 Pages


Pursuant to the requirements of the Section 13 or 15(d) 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.

WHITNEY HOLDING CORPORATION
(Registrant)

By: /s/ William L. Marks
   -------------------------------------------------
   William L. Marks
   Chairman of the Board, Chief Executive Officer,
   and Chief Financial Officer (Principal Accounting
   Officer)




   March 24, 1999
   -------------------------------------------------
                          Date

Page 63 of 66 Pages


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

           Signature                                                 Date
-----------------------------------                          -------------------

/s/ William L. Marks               , Chairman of the Board,

----------------------------------- Chief Executive Officer, and William L. Marks Chief Financial Officer (Principal Accounting March 24, 1999 Officer) and Director ---------------------

/s/ R. King Milling                , President and Director      March 24, 1999
-----------------------------------                        ---------------------
    R. King Milling



/s/ John G. Phillips               , Director                     March 24, 1999
-----------------------------------                        ---------------------
    John G. Phillips


/s/ Robert H. Crosby, Jr.          , Director                     March 24, 1999
-----------------------------------                        ---------------------
    Robert H. Crosby, Jr.


/s/ Richard B. Crowell             , Director                     March 24, 1999
-----------------------------------                        ---------------------
    Richard B. Crowell


/s/ James M. Cain                  , Director                     March 24, 1999
-----------------------------------                        ---------------------
    James M. Cain


/s/ Harry J. Blumenthal, Jr.       , Director                     March 24, 1999
-----------------------------------                        ---------------------
    Harry J. Blumenthal, Jr.


/s/ Robert E. Howson               , Director                     March 24, 1999
-----------------------------------                        ---------------------
    Robert E. Howson


/s/ Warren K. Watters              , Director                     March 24, 1999
-----------------------------------                        ---------------------
    Warren K. Watters


/s/ John K. Roberts, Jr.           , Director                     March 24, 1999
-----------------------------------                        ---------------------
    John K. Roberts, Jr.

, Director

William A. Hines

Page 64 of 66 Pages


/s/ E. James Kock, Jr.             , Director                     March 24, 1999
-----------------------------------                        ---------------------
    E. James Kock, Jr.


/s/ John J. Kelly                  , Director                     March 24, 1999
-----------------------------------                        ---------------------
    John J. Kelly


/s/ Angus R. Cooper, III           , Director                     March 24, 1999
-----------------------------------                        ---------------------
    Angus R. Cooper, III


/s/ Joel B. Bullard, Jr.           , Director                     March 24, 1999
-----------------------------------                        ---------------------
    Joel B. Bullard, Jr.


/s/ Camille A. Cutrone             , Director                     March 24, 1999
-----------------------------------                        ---------------------
    Camille A. Cutrone


/s/ Carroll W. Suggs               , Director                     March 24, 1999
-----------------------------------                        ---------------------
    Carroll W. Suggs


/s/ Alfred S. Lippman              , Director                     March 24, 1999
-----------------------------------                        ---------------------
    Alfred S. Lippman


/s/ Guy C. Billups, Jr.            , Director                     March 24, 1999
-----------------------------------                        ---------------------
    Guy C. Billups, Jr.

Page 65 of 66 Pages


Exhibit 23

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by reference of our report included herein or incorporated by reference in this Form 10-K, into Whitney Holding Corporation's previously filed Registration Statements on Forms S-3 (File Nos. 33-56024, 33-55307, and 33-56277) and Form S-8 (File No. 33-68506).

                                                         /s/ Arthur Andersen LLP


New Orleans, Louisiana
March 26, 1999

Page 66 of 66 Pages


ARTICLE 9


PERIOD TYPE YEAR
FISCAL YEAR END DEC 31 1998
PERIOD END DEC 31 1998
CASH 214,963
INT BEARING DEPOSITS 0
FED FUNDS SOLD 151,510
TRADING ASSETS 10
INVESTMENTS HELD FOR SALE 105,361
INVESTMENTS CARRYING 1,234,717
INVESTMENTS MARKET 1,253,113
LOANS 3,270,581
ALLOWANCE 40,282
TOTAL ASSETS 5,211,919
DEPOSITS 4,256,662
SHORT TERM 355,322
LIABILITIES OTHER 38,974
LONG TERM 0
COMMON 2,800
PREFERRED MANDATORY 0
PREFERRED 0
OTHER SE 558,161
TOTAL LIABILITIES AND EQUITY 5,211,919
INTEREST LOAN 246,534
INTEREST INVEST 81,168
INTEREST OTHER 8,411
INTEREST TOTAL 336,113
INTEREST DEPOSIT 107,458
INTEREST EXPENSE 122,981
INTEREST INCOME NET 213,132
LOAN LOSSES 73
SECURITIES GAINS 839
EXPENSE OTHER 195,993
INCOME PRETAX 77,837
INCOME PRE EXTRAORDINARY 77,837
EXTRAORDINARY 0
CHANGES 0
NET INCOME 52,679
EPS PRIMARY 1 2.26
EPS DILUTED 1 2.24
YIELD ACTUAL 4.92
LOANS NON 11,497
LOANS PAST 3,765
LOANS TROUBLED 2,660
LOANS PROBLEM 0
ALLOWANCE OPEN 44,543
CHARGE OFFS 12,630
RECOVERIES 8,296
ALLOWANCE CLOSE 40,282
ALLOWANCE DOMESTIC 40,181
ALLOWANCE FOREIGN 0
ALLOWANCE UNALLOCATED 101
BROKERAGE PARTNERS