<PAGE> 1
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
WASHINGTON, D.C. 20549 Expires: October 31, 1994
Estimated average burden
hours per response...14.90
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
MIDSOUTH CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
598041 10 1
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5 pages
<PAGE> 2
CUSIP No. 598041 10 1 13G Page 2 of 5 Pages
AMENDMENT NO. 1
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
39-0509570
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
WISCONSIN
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING
PERSON 0
WITH
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 598041 10 1 13G Page 3 of 5 Pages
AMENDMENT NO. 1
ITEM 1
(a) Name of Issuer: MIDSOUTH CORPORATION
(b) Address of Issuer's Principal Executive Offices:
111 EAST CAPITOL STREET, JACKSON, MISSISSIPPI 39201
ITEM 2
(a) Name of Person Filing: THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
(b) Address of Principal Business Office: 720 EAST WISCONSIN
AVENUE, MILWAUKEE, WISCONSIN 53202
(c) Citizenship: WISCONSIN
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 598041 10 1
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [X] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)
(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H)(1)
<PAGE> 4
CUSIP No. 598041 10 1 13G Page 4 of 5 Pages
AMENDMENT NO. 1
ITEM 4 OWNERSHIP
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned 0
(b) Percent of Class 0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct
the vote 0
(iii) sole power to dispose or to direct the
disposition of 0
(iv) shared power to dispose or to direct
the disposition of 0
Instruction: For computations regarding securities which represent a
right to acquire an underlying security see Rule 13d- 3(d)(1).
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of a class of securities, check the following [ X ].
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED A
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
<PAGE> 5
CUSIP No. 598041 10 1 13G Page 5 of 5 Pages
AMENDMENT NO. 1
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10 CERTIFICATION
ITEM 11 EXHIBIT 99
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes of effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the correct information set forth in this statement is true,
complete and correct.
February 3, 1994
Date
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: CAROL L. KRACHT
Carol L. Kracht
Assistant General Counsel
<PAGE> 1
Exhibit 99
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
WASHINGTON, D.C. 20549 Expires: October 31, 1994
Estimated average burden
hours per response...14.90
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
MIDSOUTH CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
598041 10 1
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ X ]. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5 pages
<PAGE> 2
CUSIP No. 598041 10 1 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
#39-0509570
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
WISCONSIN, U.S.A.
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 832,000
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING
PERSON INAPPLICABLE
WITH
7. SOLE DISPOSITIVE POWER
832,000
8. SHARED DISPOSITIVE POWER
INAPPLICABLE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
832,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
12. TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 598041 10 1 13G Page 3 of 5 Pages
ITEM 1
(a) Name of Issuer: MIDSOUTH CORPORATION
(b) Address of Issuer's Principal Executive Offices:
111 EAST CAPITOL STREET, JACKSON, MISSISSIPPI 39201
ITEM 2
(a) Name of Person Filing: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
(b) Address of Principal Business Office: 720 EAST WISCONSIN AVENUE,
MILWAUKEE, WISCONSIN 53202
(c) Citizenship: WISCONSIN, U.S.A.
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 598041 10 1
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [X] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H)(1)
<PAGE> 4
CUSIP No. 598041 10 1 13G Page 4 of 5 Pages
ITEM 4 OWNERSHIP
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned 832,000
(b) Percent of Class 8.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 832,000
(ii) shared power to vote or to direct the vote
INAPPLICABLE
(iii) sole power to dispose or to direct the disposition of
832,000
(iv) shared power to dispose or to direct the disposition of
INAPPLICABLE
Instruction: For computations regarding securities which represent a
right to acquire an underlying security see Rule 13d-3(d)(1).
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of a class of securities, check the following [ ].
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Inapplicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED A
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Inapplicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Inapplicable
<PAGE> 5
CUSIP No. 598041 10 1 13G Page 5 of 5 Pages
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Inapplicable
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the correct information set forth in this statement is true,
complete and correct.
1/20/92
Date
J. THOMAS CHRISTOFFERSON
Signature
J. Thomas Christofferson, Vice President
Name/Title
