- Filing of certain prospectuses and communications in connection with business combination transactions (425)
April 19 2011 - 9:33AM
Edgar (US Regulatory)
Filed by Whitney Holding Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6 under the
Securities Exchange Act of
1934
Subject Company: Whitney Holding Corporation
Commission File No.: 000-01026
April 15, 2011
Dear Shareholder:
We previously mailed proxy materials to you for Whitney Holding Corporation’s
Special Meeting of Shareholders of Common Stock, to be held on April 29, 2011, to consider the merger of Whitney with and into Hancock Holding Company (Hancock).
As of this mailing, your vote has not been received. The Special Meeting is only a short time away. For your shares to be voted at the meeting in accordance with your desire, you will need to submit your
vote by completing the Voting Instruction Form or cast your vote by telephone or Internet following the instructions on the form. Please be advised your broker cannot vote your shares on these proposals unless they receive your specific
instructions.
Our board of directors recommends that you vote FOR proposals 1 and 2.
Moreover, the proxy advisory firm ISS Proxy Advisory
Services has announced that it recommends a vote FOR proposals 1 and 2 also.
Your vote is extremely important and your shares cannot be
voted unless you give your specific instructions. In the event that your proxy material has been misplaced, we are enclosing a duplicate Voting Instruction Form and return envelope.
Please sign and date the enclosed Voting Instruction Form (or follow the telephone & Internet instructions on your voting form) today. If two voting forms are received from you, the one bearing the
latest date will be counted, as it automatically revokes your previous vote.
If you have questions, please contact Morrow & Co., LLC,
Whitney’s proxy solicitor, toll-free at (800) 607-0088. Thank you for your cooperation and continued support.
*****
In connection with the proposed merger, we have filed a definitive proxy statement with the Securities and Exchange Commission (SEC) on April 4, 2011, which was included in the registration statement on
Form S-4, as amended, filed with the SEC on March 31, 2011 by Hancock (Registration No. 333-171882). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any
vote or approval. WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THOSE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION.
Free copies of the proxy
statement, as well as other documents relating to this transaction that Whitney and/or Hancock file with the SEC, are and will be available at:
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The SEC’s website at
www.sec.gov
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Whitney’s website at www.whitneybank.com, in the Investor Relations section and then under the “SEC Filings” heading.
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Hancock’s website at www.hancockbank.com, in the Investor Relations section and then under the “SEC Filings” heading.
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In addition, documents filed with the SEC by Hancock will be available free of charge from Paul D. Guichet, Investor Relations
at (228) 563-6559. Documents filed with the SEC by Whitney will be available free of charge from Whitney by contacting Trisha Voltz Carlson, Investor Relations at (504) 299-5208.
Under SEC rules, the directors, executive officers, other members of management, and employees of Whitney and Hancock may be deemed to be participants in
the solicitation of proxies of Whitney’s shareholders in connection with the proposed merger. Information regarding the persons who may be considered participants under SEC rules in the solicitation of shareholders in connection with the merger
is contained in the proxy statement. Information about Whitney’s executive officers and directors is in its proxy statement for its 2010 annual meeting of shareholders filed with the SEC on April 14, 2010. Information about Hancock’s
executive officers and directors is in its Form 10-K filed with the SEC on February 28, 2011. Free copies of these documents are available on the websites listed above.
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