SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 1996
FIRST CITIZENS BANCSTOCK, INC.
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(Exact name of registrant as specified in its charter)
Louisiana 1-12324 72-1109730
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1100 Brashear Ave., Morgan City, Louisiana 70380
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (504) 385-0330
Item 2. Acquisition or Disposition of Assets.
Pursuant to the terms of the Amended and Restated Plan and Agreement of
Merger dated as of December 15, 1995 (the "Plan of Merger"), between First
Citizens BancStock, Inc. (the "Company") and its wholly-owned subsidiary
The First National Bank in St. Mary Parish (the "Bank"), on the one hand and
Whitney Holding Corporation ("Whitney"), Whitney Acquisition Corporation
("Acquisition") and Whitney National Bank ("Whitney Bank") on the other hand,
the Company is merging with Acquisition, which will in turn will be merged
into Whitney and the Bank will merge with and into Whitney Bank. The Bank
will immediately thereafter merge into Whitney Bank. The shareholders of the
Company approved the foregoing transactions at a Special Meeting of
Shareholders held on March 7, 1996.
Shareholders of the Company will receive approximately 1.6046 shares of
Whitney Common Stock in exchange for each share of the Company's Common
Stock.
The merger is being consummated on March 8, 1996. Whitney will distribute
certificates representing the shares of Whitney Common Stock issuable to the
Company's former shareholders, and in cash in lieu of fractional shares,
promptly after consummation of the merger. The number of shares of Whitney
Common Stock issuable to the Company's shareholders was determined by a
formula set forth in the Plan of Merger and is based upon the average market
price (as defined in the Plan of Merger) of Whitney Common Stock during the
20 trading days preceding the fifth trading day prior to the date of
consummation of the merger. As a result of those transactions, Whitney
controls 100% of the Company.
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S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FIRST CITIZENS BANCSTOCK, INC.
Dated: March 8, 1996 By:
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Milford L. Blum, Jr.
President
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