Definitive Proxy Statement

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

SCHEDULE 14A

(Rule 14a-101)

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Whitney Holding Corporation

 

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WHITNEY HOLDING CORPORATION

228 St. Charles Avenue

New Orleans, Louisiana 70130

(504) 586-7272

 

 

November 17, 2008

 

To our Shareholders:

 

You are cordially invited to attend a special meeting of shareholders to be held on December 17, 2008, at 11:00 a.m. in the Board Room of Whitney National Bank located on the second floor at 228 St. Charles Avenue, New Orleans, Louisiana.

 

The attached Notice of Special Meeting of Shareholders and Proxy Statement describe the formal business to be transacted at the special meeting. As a shareholder, you are being asked to approve amendments to our charter to authorize our board of directors to issue shares of preferred stock and to increase the number of authorized shares of common stock.

 

We are asking for your approval to amend our charter at this time because certain favorable capital-raising opportunities have been proposed by the U.S. federal government. On October 14, 2008, the U.S. Department of Treasury announced that it was prepared to invest up to $250 billion into financial institutions by purchasing preferred stock from the institutions. Shareholder approval of the proposed amendment to our charter to authorize the issuance of preferred stock is a prerequisite to our participation in the Treasury’s favorable capital program. While our capital position remains strong, the market outlook for continuing weak economic conditions requires that we take all necessary steps to achieve even higher capital levels that will position us to remain strong throughout the remainder of the financial crisis impacting our markets.

 

The vote required to amend our charter is the affirmative vote of a majority of the outstanding shares of our common stock. Your affirmative vote on these matters is important, and we appreciate your continued support. Our directors and executive officers will be present at the special meeting to respond to any questions that you may have.

 

Even if you plan to attend the meeting in person, we encourage you to vote your shares ahead of time by using the enclosed proxy card, the telephone or Internet. This will ensure that you will be represented at the meeting. If you attend the meeting and prefer to vote in person, you may do so. The attached proxy statement explains more about proxy voting and the items on which you will be voting. Please read it carefully.

 

We look forward to seeing you at the special meeting of shareholders on December 17, 2008.

 

Sincerely,

 

John C. Hope, III

Chairman of the Board of Directors

 

PLEASE VOTE BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY OR YOU CAN VOTE BY TELEPHONE OR INTERNET PURSUANT TO THE INSTRUCTIONS ON THE PROXY CARD.

 

November 17, 2008

 

 

 

 

TABLE OF CONTENTS

 

WHITNEY HOLDING CORPORATION

228 St. Charles Avenue

New Orleans, Louisiana 70130

(504) 586-7272

 

Abstentions and Broker Nonvotes

 

Under certain circumstances, including the amendment to the charter to authorize preferred stock, banks and brokers are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the bank or broker (a “broker nonvote”). In these cases, and in cases where the shareholder abstains from voting on a matter, those shares will be counted for the purpose of determining if a quorum is present, but will not be included as votes cast with respect to those matters. Abstentions and broker nonvotes will have the effect of a vote “AGAINST” Proposal I to amend the charter to authorize the preferred stock. We expect that banks and brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions with respect to Proposal II to increase the authorized common stock, but abstentions will have the effect of a vote “AGAINST” the proposal. Our board of directors urges shareholders to promptly vote by completing, dating and signing the accompanying proxy card and to return it promptly in the enclosed postage-paid envelope, or, if you hold your stock in “street name” through a bank or broker, by contacting your bank or broker and following the voting instructions of your bank or broker. You may also vote by Internet or telephone as explained below.

 

Any other matter that may be properly submitted to shareholders will be determined by a majority of the votes actually cast at the meeting, either by proxy or in person. Votes withheld and broker nonvotes will not be counted and will have no effect.

 

We are furnishing this proxy statement and the accompanying proxy card in connection with the solicitation by our board of directors of proxies from our shareholders for use at the special meeting.

 

In addition to this solicitation by mail, our directors, officers and employees, without additional compensation, may solicit proxies in favor of the proposals if deemed necessary, by personal contact, letter, telephone or other means of communication. We have retained Morrow & Co., LLC to assist in the solicitation of proxies for a fee of approximately $7,500 plus reimbursement for out-of-pocket expenses actually incurred. We will request that brokers, nominees and other custodians and fiduciaries forward proxy solicitation material to the beneficial owners of the shares of common stock where appropriate, and we will reimburse them for their reasonable expenses incurred in connection with such transmittals. We will bear the costs of solicitation of proxies for the special meeting.

 

How You Can Vote

 

Whether you hold shares in your own name, in street name, or through the 401(k) plan, you may direct your vote without attending the special meeting. If you are a shareholder of record or hold shares through the 401(k) plan, you may vote by granting a proxy, as follows:

 

 

For shares held in street name, you should follow the voting directions that your broker or nominee provides. You can complete and mail a voting instruction card to your broker or nominee or, in most cases, submit voting instructions by telephone or the Internet. If you provide specific voting instructions, your broker or nominee will vote your shares as you direct.

 

If you choose to vote at the special meeting, and:

 

 

At the appropriate time during the special meeting, we will ask the shareholders present whether anyone wishes to vote in person. You should raise your hand to receive a ballot to record your vote.

 

Even if you plan to attend the special meeting, we encourage you to vote in advance of the special meeting by telephone, Internet or mail so your vote will be counted if you later decide not to attend the meeting.

 

All proxies properly voted by telephone or the Internet and all properly executed written proxy cards that are delivered to the Company (and not later revoked) will be voted at the special meeting in accordance with the directions given. In voting with regard to Proposals I and II, you may vote for or against the proposal or abstain from voting. You should specify your choices on the proxy card. IF NO SPECIFIC INSTRUCTIONS ARE GIVEN WITH REGARD TO THE MATTERS TO BE VOTED UPON, THE SHARES REPRESENTED BY A SIGNED PROXY CARD WILL BE VOTED “FOR” PROPOSALS I AND II LISTED ON THE PROXY CARD. If any other matters properly come before the special meeting, the persons named as proxies will vote upon such matters according to their judgment.

 

Revocation of Proxy

 

All proxy cards delivered pursuant to this solicitation are revocable at any time before they are voted by giving written notice to Joseph S. Schwertz, Jr., Corporate Secretary, Whitney Holding Corporation, 228 St. Charles Avenue, New Orleans, Louisiana 70130, by delivering a later dated proxy card, or by voting in person at the special meeting.

 

At its regular meeting on October 23, 2008, our board of directors voted to adopt, subject to the approval of a majority of the outstanding shares of common stock, an amendment to the charter of Whitney Holding Corporation authorizing the issuance of up to 20 million shares of preferred stock. The board of directors unanimously recommends that shareholders vote “For” approval of this amendment.

 

Summary

 

The board of directors recommends that the shareholders approve the proposed amendment to Whitney’s charter as described in this proxy statement. The amendment will allow the board of directors to issue preferred stock with such designations, preferences, rights, qualifications, limitations and restrictions as determined by the board of directors. Whitney’s current charter only permits the issuance of common stock. This amendment is also a prerequisite for Whitney to participate in the recently announced voluntary program for direct investment in financial institutions by the U.S. government. Our board of directors believes that the proposed amendments will give Whitney increased flexibility in structuring capital-raising transactions, acquisitions and joint ventures in the future. All 28 of the largest bank holding companies in the United States that have already been approved to participate in the U.S. Department of Treasury’s Capital Purchase Program had preferred stock authorized. The board of directors believes that having preferred stock available to a financial institution is necessary from a competitive perspective so that the board of directors can issue a variety of equity and hybrid securities to raise capital. The amendment permitting the issuance of preferred stock could have the effect of making it more difficult or time consuming for a third party to acquire a majority of our outstanding voting stock or otherwise effect a change of control. However, the board of directors represents that it will not, without prior shareholder approval, issue any series of preferred stock for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan. The full text of the proposed amendments to our charter is attached to this proxy statement as Appendix A.

 

Capital Purchase Program

 

In response to the current financial crisis, on October 14, 2008, the U.S. Department of Treasury announced that pursuant to the Emergency Economic Stabilization Act of 2008, it was implementing a voluntary program (the Capital Purchase Program) for certain financial institutions to raise low-cost capital by selling senior preferred stock directly to the Treasury. The purpose of the Capital Purchase Program is to stabilize our financial system, to increase the flow of financing to U.S. businesses and consumers and to support the U.S. economy, generally. The Capital Purchase Program will provide capital to financial institutions on what we believe to be attractive terms and conditions. For your further information, we have attached the Treasury’s term sheet summarizing the terms and conditions of its proposed investments as Appendix B. Financial institutions seeking to participate in the Capital Purchase Program must apply by November 14, 2008.

 

Whitney filed its application for participation in the Capital Purchase Program on November 7, 2008 and is awaiting approval from the Treasury. Following the application period, the Treasury will determine the eligibility of financial institutions and the amount of capital that each institution will receive. The Treasury is not obligated to accept Whitney’s application and the estimated proceeds from the proposed sale of securities to the Treasury are not guaranteed. Similarly, Whitney is not obligated to participate in the Capital Purchase Program.

 

According to the Capital Purchase Program, eligible financial institutions may receive an amount of capital equivalent to between one and three percent of their risk-weighted assets as of September 30, 2008. As of September 30, 2008, Whitney had $9.393 billion in risk-weighted assets and therefore was eligible to receive up to $282 million of capital from the Treasury’s Capital Purchase Program. On November 7, 2008, Whitney acquired Parish National Corporation and its wholly owned subsidiary Parish National Bank. As of September 30, 2008, Parish National Corporation had $634.9 million of risk-weighted assets and was eligible to receive up to $19 million of capital from the Treasury’s Capital Purchase Program. Based on Whitney’s pro forma risk-

weighted assets, which includes Parish National’s risk-weighted assets, if Whitney’s application is approved, Whitney is eligible to receive proceeds in a range of approximately $100 million to $301 million. The Treasury Department’s stated purposes of the Capital Purchase Program are to stabilize the financial system and to ensure that credit is available to customers and businesses. Whitney expects to use the proceeds from the sale of securities to the Treasury in accordance with these stated purposes by building upon Whitney’s already strong capital levels, providing Whitney with the flexibility to withstand a deeper and longer recession, if it occurs, continuing to provide credit to Whitney customers, including small businesses and consumers, and providing Whitney the ability to capitalize on any strategic opportunities that may arise in the future.

 

In conjunction with the purchase of Whitney’s senior preferred shares, the Treasury would receive warrants to purchase shares of Whitney common stock with an aggregate market price equal to up to approximately $45 million (based on the maximum investment of $301 million) or 15 percent of the senior preferred stock investment from the Treasury. The Whitney common stock underlying these warrants would represent approximately 4 percent of Whitney’s outstanding common stock at September 30, 2008 based on Whitney’s November 11, 2008 stock price. The initial exercise price for the warrants issued to the Treasury would be based on an average market price of Whitney’s common stock, calculated based on a 20-trading day trailing average ending the day before the application is approved.

 

Whitney currently has only one class of capital stock and that is common stock. If Whitney participates in the Capital Purchase Program, the rights of its common shareholders would generally not be affected, except that the Treasury’s ownership interest in Whitney would be a preferred interest and would entitle the Treasury to certain preferences over the common stock shareholders. The preferred stock issued to the Treasury would be senior to our common stock, which would entitle the preferred stockholder to receive the liquidation value of the preferred stock in advance of common shareholders in the event of a liquidation or dissolution of Whitney. Additionally, the preferred stock issued to the Treasury would pay cumulative dividends of 5% per annum until the fifth anniversary of the date of the investment and thereafter at a rate of 9% per annum. We believe these terms are attractive given the present condition of the credit and capital markets in the United States. The preferred stock dividends would be senior to any dividends that we pay to our common shareholders and we would not be permitted to increase the dividend on our shares of common stock for the first three years that the shares of preferred stock are outstanding, without the Treasury’s permission. On October 1, 2008, Whitney paid a dividend of $.31 per share of common stock to its shareholders. The issuance of preferred stock and the warrants to purchase shares of common stock may reduce Whitney’s earnings per common share. Any reduction in the earnings per share could reduce Whitney’s stock price and thereby reduce the value of the shares held by our current shareholders. One of the covenants in connection with the Treasury’s Capital Purchase Program is that if a participant fails to pay the dividend to Treasury on the preferred stock for six dividend periods, then the holder of the preferred stock would have the right to elect two directors. This right to elect directors would end when full dividends have been paid for four consecutive dividend periods. To participate in the Capital Purchase Program, Whitney would not need to expand its current board of directors unless it fails to pay dividends in accordance with the requirements of the preferred shares. Whitney’s participation in the program would require the registration of the shares of preferred stock and the warrants. This registration would be accomplished through the filing of a registration statement with the Securities and Exchange Commission.

 

The foregoing is a summary of Treasury’s Capital Purchase Program and sets forth some of the material terms of the Capital Purchase Program, but does not contain all of the terms of the program. You should read carefully this entire proxy statement and its appendices before voting on the proposals, including Appendix B which contains the Treasury’s current Term Sheet for the Capital Purchase Program.

 

Financial Statement Impact of the Capital Purchase Program

 

Overview

 

We are committed to maintaining strong capital levels to assure shareholders, customers and regulators that we are financially sound and exceed regulatory capital requirements for a well capitalized financial institution, and to enable us to achieve a desirable level of profitability. Accordingly, our board of directors believes that we should take all necessary steps to achieve higher capital levels that will position us to remain strong through any financial crisis, including applying to participate in the Capital Purchase Program.

 

Our capital ratios remain strong and we believe that we have sufficient liquidity to meet our anticipated funding needs even if our application is not approved by Treasury. However, to the extent that shareholders do not approve the proposed amendments to our charter described in this proxy statement, or Treasury does not approve our application to participate in the Capital Purchase Program, our access to capital markets could be adversely impacted and any securities we issue to raise additional capital will likely be more expensive.

 

In managing our consolidated balance sheet, we depend on access to a variety of sources of funding to provide us with sufficient capital resources and liquidity to meet our commitments and business needs, and to accommodate the transaction and cash management needs of our customers. Sources of funding available to us, and upon which we rely as regular components of our liquidity and funding management strategy, include core deposits, FHLB advances, federal funds purchased from correspondents, borrowings from the Federal Reserve Discount Window and brokered deposits. We have also historically enjoyed a solid reputation in the capital markets and been able to raise funds from either short or long-term borrowings or equity issuances. Recently, the volatility and disruption in the capital and credit markets has reached unprecedented levels. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength. If current levels of market disruption and volatility continue or worsen, our ability to access certain of our sources of funding on satisfactory terms may be disrupted, which may adversely affect our capital costs and, in turn, our overall liquidity position.

 

Pro Forma Financial Information

 

The unaudited pro forma condensed consolidated financial data set forth below has been derived by the application of pro forma adjustments to our historical financial statements for the year ended December 31, 2007 and the nine months ended September 30, 2008. The unaudited pro forma consolidated financial data gives effect to the events discussed below as if they had occurred on January 1, 2007 in the case of the statement of income data and September 30, 2008 in the case of the balance sheet data:

 

 

 

 

We present unaudited pro forma consolidated balance sheet data, including selected line items from our balance sheet and selected capital ratios, as of September 30, 2008. We also present unaudited pro forma condensed consolidated income statements for the year ended December 31, 2007 and the nine months ended September 30, 2008. In each presentation we assume that we receive both the minimum and maximum estimated proceeds from the sale of preferred stock and issue the minimum and maximum number of warrants under the Capital Purchase Program. The pro forma financial data may change materially in both cases based on the actual proceeds received under the Capital Purchase Program if our application is approved by Treasury, the timing and utilization of the proceeds as well as certain other factors including the strike price of the warrants, any subsequent changes in our common stock price, and the discount rate used to determine the fair value of the preferred stock.

 

This information should be read in conjunction with our audited financial statements and the related notes as filed as part of our Annual Report on Form 10-K for the year ended December 31, 2007, and our unaudited consolidated financial statements and the related notes filed as part of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.

 

Our future results are subject to prevailing economic and industry specific conditions and financial, business and other known and unknown risks and uncertainties, certain of which are beyond our control. These factors include, without limitation, those described in this proxy statement and those described under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2007, in Item 1A of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and in our other reports filed with the SEC, which are specifically incorporated by reference in this proxy statement.

 

 

 

 

Key Assumptions

 

 

 

 

 

 

 

Key Assumptions

 

 

 

 

 

The unaudited pro forma consolidated financial data presented above is not necessarily indicative of our financial position or results of operations that actually would have been attained had proceeds from the Capital Purchase Program been received, or the issuance of the warrants pursuant to the Capital Purchase Program been made, at the dates indicated, and is not necessarily indicative of our financial position or results of operations that will be achieved in the future. In addition, our application to participate in the Capital Purchase Program has not been approved by Treasury. Accordingly, we can provide no assurance that the minimum or maximum estimated proceeds included in the unaudited pro forma financial data will ever be received.

 

financing alternatives by allowing Whitney to issue several different financial instruments that qualify as hybrid securities and receive favorable capital and regulatory treatment. Many of Whitney’s competitors have this flexibility in determining their capital structure. The preferred stock will enable us to respond promptly to, and take advantage of, market conditions and other favorable opportunities without incurring the delay, expense and market-risk associated with calling a special shareholders’ meeting to approve each contemplated stock issuance. Our board of directors believes that this will also help to reduce costs because we will not have to seek shareholder approval to issue the shares of the preferred stock unless we are required to obtain shareholder approval for the transaction under any laws or rules of any quotation board or stock exchange to which Whitney is subject. Although we presently contemplate no particular transaction involving the issuance of preferred stock other than the Treasury’s limited purchase of preferred stock from the Company, our management believes that preferred stock would be a likely component in future capital-raising activities.

 

Representations on Anti-Takeover Effect

 

As referenced earlier, the authorization of the preferred stock could have the effect of making it more difficult or time consuming for a third party to acquire a majority of our outstanding voting stock or otherwise effect a change of control. Shares of the preferred stock may also be sold to third parties that indicate that they would support the board of directors in opposing a hostile takeover bid. The availability of the preferred stock could have the effect of delaying a change of control and of increasing the consideration ultimately paid to the Company’s shareholders. Although the authorization of the preferred stock would also afford us greater flexibility in responding to unsolicited acquisition proposals and hostile takeover bids, we do not intend to use the preferred stock in this manner. The board of directors represents that it will not, without prior shareholder approval, issue any series of preferred stock for any defensive or anti-takeover purpose, for the purpose of implementing any shareholder rights plan or with features specifically intended to make any attempted acquisition of Whitney more difficult or costly. Within the limits described above, the board of directors may issue preferred stock for capital-raising activities, acquisitions, joint ventures or other corporate purposes that have the effect of making an acquisition of Whitney more difficult or costly, as could also be the case if the board of directors were to issue additional common stock for such purposes.

 

The board of directors believes that as structured the preferred stock is in the best interests of Whitney and its shareholders because it is consistent with sound corporate governance principles, it enhances Whitney’s ability to take advantage of the Capital Purchase Program and it will provide flexibility for other future capital-raising transactions, acquisitions and joint ventures.

 

Terms of the Preferred Stock

 

If the amendment is approved, our board of directors will be authorized to issue one or more series of preferred stock, from time to time, with full or limited voting powers, or without voting powers, and with all the designations, preferences and relative, participating, optional or special voting rights, and qualifications, limitations or other restrictions upon the preferred stock, as may be provided in the amendment to our charter adopted by the board of directors. The authority of our board of directors will include, but is not limited to, the determination or filing of the following with respect to the shares of any class or series of preferred stock:

 

 

 

Holders of our common stock will not have preemptive rights with respect to the authorized preferred stock.

 

If Proposal I is not approved, we will not be able to participate in the Treasury’s Capital Purchase Program and we believe that our lack of authorized preferred stock could be a competitive disadvantage for us, especially given the current financial environment and our desire to raise additional capital. Without the authorized preferred stock, we may be limited in our ability in the future to raise and attract additional capital to sustain our growth and execute our business plan. If this proposal is approved, the board of directors will have the authority to issue up to 20 million shares of preferred stock and to fix, by amendment to the charter, the designations, preferences and relative, participating, optional or other special rights, and qualifications and limitations or restrictions of any series of preferred stock, without further shareholder approval. If approved, the amendment will be effective upon the filing of the amended charter with the Secretary of State of the State of Louisiana promptly after the special meeting.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE AMENDMENT TO THE CHARTER OF WHITNEY HOLDING CORPORATION TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK.

 

At its regular meeting on October 23, 2008, our board of directors voted to adopt, subject to the approval of a majority of the outstanding shares of common stock, an amendment to the charter of Whitney Holding Corporation increasing the authorized shares of common stock from 100 million shares to 200 million shares. The board of directors unanimously recommends that shareholders vote “For” approval of this amendment.

 

The board of directors believes that, given the current financial crisis, it is advisable to have a greater number of authorized shares of common stock available for issuance in connection with acquisitions and mergers, public or private financing, and various general corporate programs and purposes.

 

We may from time to time consider acquisitions and mergers as opportunities arise, stock splits and public or private financings to provide us with capital, any or all of which may involve the issuance of additional shares of common stock or securities convertible into shares of common stock. It is widely expected that the Treasury’s Capital Purchase Program and its other programs aimed at addressing the current financial crisis may spur consolidation in the banking industry. By having additional common stock authorized, we can be prepared to act quickly if opportunities arise. Also, additional shares of common stock may be necessary to meet anticipated future obligations under our stock-based compensation and employee benefit plans, including our 2007 Long-Term Compensation Plan under which we may grant future equity awards to our employees, officers and directors. We believe that these benefit plans are critical to retaining our management team during this turbulent and uncertain period. The board of directors believes that having the authority to issue additional shares of common stock will avoid the possible delay and significant expense of calling and holding an additional special meeting of shareholders to increase the authorized shares at a later date and will enhance its ability to respond promptly to opportunities for acquisitions, mergers, stock splits and additional financings.

 

If Proposal II is approved, the additional authorized shares of common stock may be issued for such consideration, cash or otherwise, at such times and in such amounts as the board of directors may determine without further shareholder approval, except to the extent that shareholder approval is required by applicable laws, rules or regulations. Because our common stock is traded on the Nasdaq Global Select Market, shareholder approval must be obtained, under applicable Nasdaq rules, prior to the issuance of shares for certain purposes, including the issuance of greater than 20% of the Company’s then outstanding shares of common stock in connection with a private financing or an acquisition or merger.

 

The authorization of additional shares of common stock will not, by itself, have any effect on the rights of present shareholders. The additional 100 million shares to be authorized will be a part of the existing class of common stock and, if and when issued, would have the same rights and privileges as the shares of common stock presently issued and outstanding. Shareholders do not have preemptive rights to subscribe for or purchase additional shares of common stock. Accordingly, the issuance of additional shares of common stock for corporate purposes other than a stock split or stock dividend could have a dilutive effect on the ownership and voting rights of shareholders at the time of issuance.

 

The full text of the proposed amendments to our charter is attached to this proxy statement as Appendix A.

 

If Proposal II is approved, the number of authorized shares of common stock will be increased and the board of directors will have the right to issue, without further shareholder approval, an additional 100 million shares of common stock. If approved, the amendment will be effective upon the filing of the amended charter with the Secretary of State of the State of Louisiana promptly after the special meeting.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE AMENDMENT TO THE CHARTER OF WHITNEY HOLDING CORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

 

Based on information provided to the Company, set forth in the table below is information regarding beneficial ownership of our common stock as of November 4, 2008.

 

Unless otherwise indicated, the address of each of the named individuals is Whitney Holding Corporation, 228 St. Charles Avenue, New Orleans, Louisiana 70130.

 

 

 

 

 

Our board of directors knows of no matters other than those referred to in the accompanying notice of the special meeting of shareholders that may properly come before the special meeting. However, if any other matter should be properly presented for consideration and voting at the special meeting or any adjournments thereof, it is the intention of the persons named as proxies on the enclosed form of proxy card to vote the shares represented by all valid proxy cards in accordance with their judgment of what is in the best interest of the Company.

 

Whether or not you expect to be present at the special meeting in person, please vote, sign, date and return the enclosed proxy card promptly in the enclosed business reply envelope. No postage is necessary if mailed in the United States. If you prefer, you can vote by telephone or Internet by following the instructions on the enclosed proxy card.

 

 

The financial statements of Whitney and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this proxy statement by reference to the Annual Report on Form 10-K for the year ended December 31, 2007 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consent of PricewaterhouseCoopers LLP is attached to this proxy statement as Appendix C.

SHAREHOLDER PROPOSALS FOR 2009 ANNUAL MEETING

 

For any shareholder proposal to be considered for inclusion in our proxy statement and proxy for the 2009 Annual Meeting of Shareholders, we must receive the written proposal at our principal executive office no later than November 17, 2008. Any shareholder proposal not received at the Company’s principal executive offices by January 31, 2009, which is 45 calendar days before the one-year anniversary of the date the Company mailed the proxy statement for its 2008 Annual Meeting of Shareholders, will be considered untimely and, if presented at the 2009 Annual Meeting of Shareholders, the proxy holders will be able to exercise discretionary authority to vote on any such proposal to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended.

 

The information incorporated by reference into this proxy statement is an important part of this proxy statement. Any statement contained in a document that is incorporated by reference into this proxy statement is automatically updated and superseded if information contained in this proxy statement, or information that we later file with the SEC, modifies or replaces the information. The following items in documents filed by Whitney with the SEC are incorporated by reference into this proxy statement:

 

 

We will provide to each person, including any beneficial owner, to whom this proxy statement is delivered, a free copy of any or all of the information that has been incorporated by reference into this proxy statement but not delivered with this proxy statement. Please direct your written request to: Mrs. Shirley N. Fremin, Manager, Shareholder Services, Whitney Holding Corporation, P. O. Box 61260, New Orleans, LA 70161-1260, (504) 586-3627 or by calling toll free (800) 347-7272, ext. 3627, or by sending an e-mail to the following address: investor.relations@whitneybank.com . A copy of the annual report on Form 10-K for the year ended December 31, 2007 and the quarterly report on Form 10-Q for the quarter ended September 30, 2008 are also available on the Securities and Exchange Commission’s Internet site at http://www.sec.gov and on our website at www.whitneybank.com by clicking on “Investor Relations,” under “SEC Filings.”

 

PROPOSED AMENDMENTS TO THE CHARTER

 

. The proposed amendments to the charter would delete current Article VI in its entirety and replace it with the following 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.

 

(a) The total number of shares of capital stock that the corporation shall have authority to issue is 220,000,000 shares, of which 200,000,000 shares shall be common stock, all of one series, without nominal or par value (hereinafter called the “Common Stock”), and 20,000,000 shares shall be preferred stock, without nominal or par value (hereinafter called the “Preferred Stock”).

 

(b) Without necessity of action by the shareholders, the Preferred Stock may be issued from time to time by the corporation in one or more series, with such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in an amendment of the Charter adopted by the Board of Directors providing pursuant to its authority to adopt such amendment, which is hereby vested in the Board of Directors. Each such series of Preferred Stock shall be distinctly designated. Except in respect of the particulars fixed by the Board of Directors for each series as permitted hereby, all shares of Preferred Stock so designated by the Board of Directors shall be alike in every particular, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative. The voting rights, if any, of each such series and the preferences and relative, participating, optional and other special rights of each such series and the qualifications, limitations and restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and the Board of Directors is hereby expressly granted authority to amend the Charter so as to fix the voting powers of stock of a particular series of Preferred Stock so designated by the Board of Directors, if any, and the designations, preferences and relative, participating, optional and other special rights and the qualifications, limitations and restrictions thereof, if any, for such series, including without limitation the following:

 

 (i) The distinctive designation of and the number of shares of Preferred Stock that shall constitute such series; provided that such number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

 

 (ii) The rate and time at which, and the terms and conditions upon which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other series of Preferred Stock or any other class of stock of the corporation and whether such dividends shall be cumulative or noncumulative;

 

 (iii) The right, if any, of the holders of Preferred Stock of such series to convert the same into, or exchange the same for shares of any other class of stock or any series of any class of stock of the corporation and the terms and conditions of such conversion or exchange;

 

 (iv) Whether Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions upon which, Preferred Stock of such series may be redeemed;

 

 (v) The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation of the corporation;

 

 (vi) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and

 

 (vii) The voting powers, if any, of the holders of such series of Preferred Stock that may, without limiting the generality of the foregoing, include the right, voting as a series by itself or together with any other series of the Preferred Stock as a class, (A) to vote more or less than one vote per share on any or

all matters voted upon by the shareholders and (B) to elect one or more directors of the corporation if there has been a default in the payment of dividends on any one or more series of the Preferred Stock or under other circumstances and upon such other conditions as the Board of Directors may fix.

 

2. On and as of the close of business on February 21, 1984, each and every share then issued of the no par value Common Stock of this corporation shall, without any other or further action or proceeding by the corporation, or by the Board of Directors or any shareholder thereof, be reclassified into two shares of no par value Common Stock, and the allocated value of each share of Common Stock theretofore issued by this corporation will be divided into two equal amounts that will be attributed to the two shares of Common Stock into which each such share shall have been reclassified as aforesaid, so that the aggregate allocated value of all issued shares of Common Stock immediately after such reclassification shall be equal to the aggregate allocated value of all issued shares of Common Stock immediately prior to such reclassification.

 

3 2. Every share shall be equal in respects to every other share. No transfer of shares shall be binding upon the corporation unless recorded on its books and records or the books and records of its transfer agent. All shares shall be fully paid for and non-assessable.

 

4 3 . Without necessity of action by the shareholders, the authorized shares of no par value Common Stock capital stock of this corporation may be issued by the corporation, in whole or in part, on one or more occasions, for such consideration and on such other terms and conditions as may be fixed by the Board of Directors. Upon payment or delivery of the consideration fixed by the Board of Directors for newly issued shares of capital stock , such shares shall be deemed fully paid for and shall not be liable to any further call or of assessment.

 

**As posted on the US Department of Treasury website on November 14, 2008. This term sheet may

be revised further in the future as the terms of the Capital Purchase Program continue to evolve.**

 

 

APPENDIX C

 

We hereby consent to the incorporation by reference in this Proxy Statement on Schedule 14A of our report dated February 28, 2008 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Whitney Holding Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007. We also consent to the references to us under the heading “Experts” in such Proxy Statement.

 

/s/ PricewaterhouseCoopers LLP

 

November 17, 2008