SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MIDSOUTH BANCORP, INC.
(Exact name of registrant as specified in charter)
Louisiana 72-1020809
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
102 Versailles Boulevard, Lafayette, LA 70501
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. ______
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with
the effectiveness of a concurrent registration statement under
the Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. _______
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
to be so registered on which each class is
to be registered
Cumulative Convertible Preferred Stock, American Stock Exchange
Series A, no par value, $14.25
stated value
Common Stock, .10 par value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: none
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to
be Registered.
General.
MidSouth Bancorp, Inc. (the "Company") has
five million shares of common stock, $0.10 par
value per share (the "Common Stock") and five
million shares of no par value preferred stock
(the "Preferred Stock") authorized for issuance by
the Company's Board of Directors (the "Board").
As of July 31, 1995, the effective date of this
registration, the Company had issued and
outstanding 719,650 shares of Common Stock and
187,286 shares of Preferred Stock, and 243,889
shares of Common Stock were reserved for issuance
upon conversion of Preferred Stock, the exercise
of stock options and other purposes. The rights
of shareholders of Common Stock, as described
below, are subject to the prior rights of holders
of the Preferred Stock, as described below, which
may from time to time be outstanding.
The Common Stock has previously been
registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934, in connection
with the listing of the Common Stock on the
American Stock Exchange Emerging Companies Market
Place. The Common Stock is to be delisted from
the Emerging Companies Market Place and relisted
on the regular American Stock Exchange. This Form
8-A relates to the registration of the Company's
Common Stock and Series A Preferred Stock, as
described below under the caption "Series A
Preferred Stock," to be listed on the regular
American Stock Exchange. This Registration
Statement describes both the Common Stock and
Series A Preferred Stock.
The following description of the Company's
securities is qualified in its entirety by
reference to the Company's Amended and Restated
Articles of Incorporation (the "Articles") and
Amended and Restated By-laws (the "By-laws") and
to the applicable provisions of the Louisiana
Business Corporation Law ("LBCL").
Common Stock
Dividend Rights. Holders of outstanding
Common Stock ("Common Shareholders") are entitled
to receive such dividends, if any, as may be
declared by the Board, in its discretion, out of
funds legally available therefor.
Voting Rights. Common Shareholders are
entitled to one vote per share on all matters to
be voted on by the shareholders, subject to the
provisions of the Louisiana Control Share
Acquisition Statute, described below. Common
Shareholders do not have cumulative voting rights.
Liquidation Rights. In the event of the
liquidation of the Company, after payment of debts
and expenses and any payment due on Preferred
Stock, if any is at the time outstanding, the
Common Shareholders will be entitled to receive
all remaining assets of the Company ratably in
proportion to the number of shares held by them.
Preemptive Rights. Common Shareholders do not
have the right to subscribe to any additional
capital stock that may be issued by the Company.
Preferred Stock. The Board is authorized,
without action of shareholders except as described
under "Series A Preferred Stock" below, to issue
up to five million shares of Preferred Stock from
time to time, and to fix the preferences,
limitations and relative rights of the shares of
Preferred Stock and Common Stock, as well as to
establish and fix variations in the preferences,
limitations and relative rights between different
series of Preferred Stock. Shares of Preferred
Stock authorized by the Board may have dividend,
liquidation, voting and other rights superior to
shares of Common Stock. In addition, the Board
may grant to the holders of Preferred Stock the
right to elect one or more directors or the right
to convert shares of Preferred Stock into Common
Stock.
One of the effects of the existence of
undesignated Preferred Stock and authorized but
unissued Common Stock may be to enable the Board
to make more difficult or to discourage an attempt
to obtain control of the Company. For example,
shares of Common or Preferred Stock could be sold
privately to purchasers who might support the
Board in a control contest or could be sold to
dilute the voting or other rights of a person
seeking to obtain control. In addition, the Board
could cause the Company to issue Preferred Stock
entitling holders (1) to vote separately as a
class on any proposed transaction, (2) to convert
Preferred Stock into Common Stock, (3) to demand
redemption at a specified price in connection with
a change in control or (4) to exercise other
rights designed to impede a takeover. In
addition, although the Board will authorize the
issuance of Common or Preferred Stock only when it
considers doing so to be in the best interest of
shareholders, the issuance of additional shares
may, among other things, have a dilutive effect on
earnings and equity per share of Common Stock and
on the voting rights of the Common Shareholders.
Certain Provisions of the Articles and By-laws
Approval of Continuing Directors for Issuance
of Capital Stock. The Articles provide that the
issuance of Common or Preferred Stock must be
authorized by a majority of Continuing Directors,
in addition to a majority of the members of the
Board present at a meeting of directors. A
Continuing Director is defined in the Articles as
a person who (1) was a member of the Board on
March 3, 1993 or (2) became a member of the Board
after March 3, 1993 upon the nomination of the
Board at a time when a majority of the members
were Continuing Directors.
Directors. The Articles provide for the Board
to be divided into three classes, as nearly equal
in number as possible, with members of each class
to serve for three years and with one class being
elected each year. A director may be removed only
for cause by the affirmative vote of the holders
of not less than 80% of the total voting power and
only at a special shareholders' meeting called for
such purpose. At the same meeting at which the
shareholders remove one or more directors, the
shareholders may elect a successor or successors
for the unexpired term or terms. Any vacancy on
the Board (including any vacancy resulting from an
increase in the authorized number of directors,
from the removal of a director, from a failure of
the shareholders to elect the full number of
authorized directors or from the death,
interdiction or resignation of a director) may,
notwithstanding any resulting absence of a quorum
of directors, be filled by the affirmative vote of
a majority of all of the Continuing Directors
remaining in office unless the shareholders fill
the vacancy at a special meeting called for that
purpose prior to such action. Directors elected
to fill a vacancy serve until the next
shareholders' meeting held for the election of
directors of the class to which he or she has been
appointed and until his or her successor is
elected and qualified.
Classification of the Board helps to assure
the continuity and stability of the Company's
management and policies, since a majority of the
directors at any time will have served on the
Board for at least one year. A minimum of two
annual shareholders' meetings would be necessary
to change the majority of the Board, and the
holders of more than 50% of the Common Stock may
elect all of the directors over the course of
three years. Because the classified Board
structure makes it more difficult for the
Company's shareholders to change the control of
the Board for any reason, including performance,
however, the classified Board structure tends to
perpetuate existing management. In addition, the
structure may discourage tender offers or other
acquisitions of the Company's stock by persons
desiring to change the Board.
The removal provisions would preclude a third
party from gaining control of the Board by
removing incumbent directors without cause and
filling the vacancies created thereby with its own
nominees. Without this provision, under the LBCL,
directors could be removed with or without cause
by vote of a majority of the voting power. A
party controlling the requisite vote could
circumvent the classified board structure by
calling a special shareholders' meeting, removing
the incumbent directors and electing its own slate
of directors. Providing that directors may be
removed only for cause and only by 80% of the
total voting power protects the classified board
structure against such action. The provision,
however, reduces the power of shareholders to
remove incumbent directors.
The provision relating to filling vacancies on
the Board eliminates the ability of directors who
oppose existing directors, or successors supported
by existing directors, to increase their control
over the Board by filling vacancies. Also,
because a director elected by the Continuing
Directors to fill a vacancy serves until the next
shareholders' meeting held for the election of
directors of the class to which he or she has been
appointed, shareholders may be prevented from
electing another director to fill that seat for up
to three years, unless the director may be
removed.
Evaluation of Tender Offers and Other
Extraordinary Transactions. The Articles contain
a provision allowing the Board, when evaluating a
tender offer or an offer to make a tender or
exchange offer or to effect a merger,
consolidation or share exchange, to consider
certain enumerated factors in exercising its
judgment in determining what is in the best
interests of the Company and its shareholders.
These factors include considerations other than
the fact that the price per share offered by the
potential acquiror may be higher than the recent
trading price. The LBCL currently allows the
Board to consider the same factors set forth in
the Articles. The provision is included in the
Articles so that any change in the LBCL will not
affect the Board's existing power in this area and
so that the provision will be given greater force
by virtue of its approval by the Company's
shareholders. Because the provisions may provide
the Board with legally sanctioned justifications
for resisting a takeover attempt when the price
per share offered by the potential acquiror is
greater than the recent trading price per share,
the provision may have the effect of discouraging
in advance or even defeating an acquisition
proposal. The provision may also dissuade
shareholders displeased with the Board's response
to an acquisition proposal from initiating a
derivative suit against the Board or from seeking
to enjoin certain actions of the Board. As such,
the provision may have the effect of maintaining
the position of incumbent management. The
provision will not make a business combination
regarded by the Board as being in the best
interests of the Company and its shareholders more
difficult to accomplish.
Board Nominations. The Articles provide that
in order for a shareholder to nominate a person
for election as a director, the shareholder must
give written notice to the Company by January 15;
provided, that if the Company gives notice of
either an annual meeting called for a date after
May 31 or of a special shareholders' meeting, then
the shareholder notice must be received by the
Company no later than the close of business on the
tenth day after the Company's notice is given. A
shareholder notice must contain certain
information, including the name, age, address and
principal occupation of the proposed nominee, the
number of shares of capital stock of the Company
beneficially owned by the proposed nominee, and a
description of the relationship between the
shareholder giving the notice and the proposed
nominee. Two inspectors, not affiliated with the
Company, appointed by the Company's Secretary,
will determine whether the notice provisions were
met. The nomination provision is designed to give
the Board sufficient time to consider whether the
Board wishes to support the nomination of the
proposed nominee and helps to ensure that the
shareholders' meeting will be conducted in an
orderly fashion. Because a shareholder who does
not comply with the notice provisions may be
prevented from nominating a director at a meeting,
the provision may make a change in control of the
Board more difficult.
The foregoing provisions do not apply to
holders of Series A Preferred Stock in situations
in which the Series A Preferred Stock is entitled
to elect directors. See "Series A Preferred
Stock."
Limitation of Certain Liabilities of Directors
and Officers, Indemnification and Insurance. The
Articles contain a provision that eliminates any
personal liability of the Company's directors and
officers to the Company and its shareholders for
monetary damages for breach of his or her duty of
care to them. A director or officer is liable,
however, for monetary damages for (1) a breach of
his or her duty of loyalty to the Company or its
shareholders, (2) acts or omissions not in good
faith or which involve intentional misconduct or a
knowing violation of law, (3) knowingly, or
without the exercise of reasonable care and
inquiry, authorizing the payment of an unlawful
dividend or distribution or the repurchase or
redemption of the Company's stock in violation of
law, or (4) any transaction from which the
director or officer derived an improper personal
benefit.
The Articles also authorize the Board to adopt
by-laws and resolutions providing for
indemnification of directors and officers of the
Company and of its subsidiaries and of other
persons to the full extent permitted by law. The
Board has adopted By-laws containing a provision
granting such indemnification to the Company's
directors and officers, and the Company's
shareholders ratified the adoption of this
provision at a meeting held on April 7, 1993. In
addition, the Articles authorize the Board to
cause the Company to enter into contracts with
present and future directors and officers of the
Company and its subsidiaries, and with others,
providing for the elimination of liability
described above and for indemnification to the
full extent permitted by law. The Articles also
authorize the Board to exercise the power granted
by Section 83(F) of the LBCL, which, in addition
to giving the Company broad powers to procure
insurance for director and officer liability,
authorizes the Company to create trust funds or
other forms of self-insurance for the payment of
such liability. The Articles authorize the Board
to cause the Company to approve for its
subsidiaries limitation of liability and
indemnification provisions comparable to those
discussed above. Any amendment or repeal of the
limitation of liability and indemnification
provisions may not adversely affect any rights
granted thereunder with respect to any act or
omission occurring prior to the time of such
amendment or repeal.
The limitation of liability, indemnification
and insurance provisions could have the effect of
reducing the likelihood that a shareholder would
bring a derivative suit against the Company's
directors and officers for reasons which may
include their resistance of an attempted change in
control of the Company, because the chance of
recovery by the Company and its shareholders is
reduced in general.
Special Shareholders' Meetings. Pursuant to
the Articles, the Company's shareholders are able
to cause special shareholders' meetings to be
called only upon the written request of any
shareholder or group of shareholders holding in
the aggregate at least 80% of the total voting
power. The LBCL allows shareholders' meetings to
be called upon request of 20% of the total voting
power (except as provided in the articles or in a
by-law adopted by shareholders). The provision
has the effect of reducing the power of
shareholders to force the Company to hold a
shareholders' meeting.
Vote on Certain Transactions and Amendments to
Articles. The Articles provide that if a proposal
to be presented to the shareholders has been
recommended by a majority of all of the Continuing
Directors, then the affirmative vote of the
holders of a majority of the voting power present
at the shareholders' meeting called for the
purpose will be required to approve a merger,
consolidation, share exchange, disposition of all
or substantially all of the Company's assets,
dissolution or an amendment to the Company's
Articles, and the affirmative vote of a majority
of the votes cast will be required to approve any
other proposal (which in each case is the minimum
vote allowed by the LBCL). If a proposal has not
been recommended by a majority of all of the
Continuing Directors, then the affirmative vote of
80% of the total voting power with respect to each
such matter will be required to constitute
shareholder approval.
Louisiana Fair Price Protection Statute. In
addition to the vote described above, the
requirements of the Louisiana Fair Price
Protection and Control Share Acquisition Statutes
will apply to actions covered by those statutes.
The Louisiana Fair Price Protection Statute
requires that any "Business Combination" (defined
to include a merger, consolidation, share
exchange, certain asset distributions and certain
issuances of securities) with a shareholder who is
the beneficial owner of ten percent or more of the
voting power of the Company (an "Interested
Shareholder") or an affiliate of an Interested
Shareholder be recommended by the Board.
Additionally, the Business Combination must be
approved by the affirmative vote of at least (1)
80% of the votes entitled to be cast by
outstanding shares of voting stock of the Company
voting together as a single voting group, and (2)
two-thirds of the votes entitled to be cast by
holders of voting stock other than voting stock
held by the Interested Shareholder who is, or
whose affiliate is, a party to the Business
Combination or an affiliate or associate of the
Interested Shareholder, voting together as a
single group. These votes are not required if
certain minimum price, form of consideration and
procedural requirements are satisfied by the
Interested Shareholder.
Louisiana Control Share Acquisition Statute.
The Louisiana Control Share Acquisition Statute
provides that any shares acquired by a person or
group (an "Acquiror") in an acquisition that
causes such person or group to have the power to
direct the exercise of voting power in the
election of directors in excess of 20%, 33-1/3% or
50% thresholds will have only such voting power as
is accorded by the holders of all shares other
than "Interested Shares," as defined below, at a
meeting called for the purpose of considering the
voting power to be accorded to such shares.
"Interested Shares" include all shares as to which
the Acquiror, any officer of the Company and any
director of the Company who is also an employee of
the Company, may exercise or direct the exercise
of voting power. If a meeting of shareholders is
held to consider the voting rights to be accorded
to an Acquiror and the shareholders do not vote to
accord voting rights to such shares, the Company
may have the right to redeem the shares held by
the Acquiror for their fair value. The statute
permits the Articles or By-laws to exclude from
the statute's application acquisitions occurring
after the adoption of the exclusion.
By-Laws. The Articles provide that the
Company's By-laws may be adopted only by a
majority vote of all of the Continuing Directors
and may be amended or repealed only by majority
vote of all of the Continuing Directors or by the
affirmative vote of the holders of 80% of the
total voting power. A proposal to amend or repeal
the By-laws may only be considered at an annual or
special shareholders' meeting the notice of which
expressly states that the proposed amendment or
repeal is to be considered at the meeting.
Series A Preferred Stock
General. In connection with the merger of
Sugarland Bancshares, Inc. ("Sugarland") into the
Company, the Company issued 187,286 shares of its
Cumulative Convertible Preferred Stock, Series A,
no par value, $14.25 per share stated value
("Series A Preferred Stock"). The following is a
summary of the rights and preferences of the
Series A Preferred Stock as contained in Article
IIIE of the Articles, to which reference should be
made for a more complete understanding of the
terms of the Series A Preferred Stock.
Dividend Rights. Holders of the Series A
Preferred Stock are entitled to receive, but only
when, as and if declared by the Board, and out of
the funds of the Company legally available for
that purpose, cumulative cash dividends at an
annual rate of 8.28% of the stated value of the
Series A Preferred Stock for 1995, and thereafter
at an annual rate fixed on December 31 of each
year for the ensuing calendar year, equal to the
yield for Government Bonds and Notes maturing in
December of the following year, as published in
the Treasury Bonds, Notes and Bills Section of the
last issue of the Wall Street Journal published
each year, plus 1% per annum, and no more;
provided that the annual dividend rate shall in no
case be greater than 10% nor less than 6%, and
that, from and after the tenth anniversary of the
date of issuance of the Series A Preferred Stock
the annual dividend rate will be fixed at 10%. If
more than one yield is shown for December
maturities, the average will be applied. If no
yield is quoted for December maturities, the yield
for the next earlier available month will be
applied. If any quarterly dividend is not paid
when due, the unpaid amount will bear interest at
a rate of 10% per annum until paid.
Dividends on the Series A Preferred Stock are
payable only from legally available funds, defined
in the Articles to mean such amount of the surplus
of the Company as may be paid under the LBCL as
may be provided in cash by the Company's wholly-
owned subsidiary, MidSouth National Bank, to the
Company as a dividend under applicable statutes
and regulations of the U.S. Comptroller of the
Currency and that would not result in the Company
or MidSouth National Bank having capital ratios of
less than the required minimum regulatory capital
ratios, or failing to be "adequately capitalized"
within the meaning of applicable law and
regulations, or being in violation of any law,
regulation or regulatory directive, agreement or
order.
Dividends payable on the Series A Preferred
Stock will be paid on the first day of January,
April, July and October of each year or on such
earlier dates as the Board may from time to time
fix as the dates for payment of quarterly
dividends on Common Stock, except that the initial
dividend on the Series A Preferred Stock will be
payable on the first day of January, 1996, and
will be in an amount, at the applicable dividend
rate, based on the number of days between the date
of original issuance and the dividend payment date
minus 90 days, provided that the aggregate amount
payable will be reduced by the amount by which
certain expenses of Sugarland in connection with
the merger of Sugarland into MidSouth pursuant to
which the Series A Preferred Stock was issued
exceed $110,000 (the "Subtracted Amount"). In any
case in which the Subtracted Amount is greater
than the amount of the dividend otherwise payable
on January 1, 1996 such excess will be deducted
from the amount otherwise payable on April 1,
1996.
As long as any shares of Series A Preferred
Stock are outstanding, the Company may not
declare, pay or set apart for payment any dividend
on any shares of its Common Stock or other capital
stock ranking junior to the Series A Preferred
Stock as to dividends or liquidation rights
(collectively, "Junior Securities") or make any
payment on account of, or set apart for payment
money for a sinking or other similar fund for, the
purchase, redemption or other retirement of, any
of the Junior Securities or any warrants, rights,
calls or options exercisable for or convertible
into any of the Junior Securities, or make any
distribution in respect thereof, either directly
or indirectly, whether in cash, other property,
obligations or shares of the Company (other than
distributions or dividends in Junior Securities to
the holders of Junior Securities), and may not
permit any corporation or other entity directly or
indirectly controlled by the Company to purchase
or redeem any of the Junior Securities or any
warrants, rights, calls or options exercisable for
or convertible into any of the Junior Securities,
unless prior to or concurrently with the payment
or setting apart for payment of any dividend on
any of the Junior Securities, all accumulated and
unpaid dividends on shares of Series A Preferred
Stock, and interest thereon, if any, have been or
will be paid in full. No shares of preferred
stock ranking senior to or on a parity with the
Series A Preferred Stock may be issued without the
approval of the holders of the Series A Preferred
Stock.
Redemption Rights. On or after the fifth
anniversary of the date of issuance of the Series
A Preferred Stock, the Company may, at its option,
redeem the whole, or from time to time, any part,
of the Series A Preferred Stock at a redemption
price per share payable in cash in an amount equal
to the sum of (i) the stated value thereof, (ii)
all accrued and unpaid dividends to the date fixed
for redemption, whether or not earned or declared
and (iii) interest accrued to the date of
redemption on all accrued and unpaid dividends, if
any. If the Company redeems fewer than all of the
outstanding shares of Series A Preferred Stock, it
must select the shares to be redeemed by lot or
pro rata.
Conversion Rights. At their option, the
holders of the shares of Series A Preferred Stock
may convert such stock into shares of Common Stock
at the conversion rate of one share of Common
Stock for each share of Series A Preferred Stock
converted at any time prior to the redemption of
the Series A Preferred Stock. The conversion rate
is subject to adjustment from time to time as
follows:
If the Company at any time (i) pays a dividend
or makes a distribution to all holders of its
Common Stock in shares of Common Stock and does
not concurrently issue shares of Common Stock to
the holders of the Series A Preferred Stock in an
amount equivalent to what holders of the Series A
Preferred Stock would have received if they had
exercised their conversion rights prior to the
dividend or distribution, or (ii) effects a stock
split or reverse stock split of its Common Stock,
then, in each such case, the conversion rate as in
effect immediately before one of these events will
be proportionately decreased or increased, as the
case may be, so that the holders of any shares of
the Series A Preferred Stock thereafter
surrendered for conversion will be entitled to
receive the number of whole shares of Common Stock
that they would have owned or been entitled to
receive immediately following such event if their
shares of Series A Preferred Stock had been
converted into Common Stock prior thereto.
In the event of (i) any reclassification of
the Common Stock (other than in a stock split or
reverse stock split), (ii) a consolidation or
merger of the Company in which it will not be the
surviving entity, (iii) a sale by the Company of
substantially all of its property or assets or
(iv) a statutory share exchange, each share of
Series A Preferred Stock will be convertible into
or represent the right to receive the number of
shares of Common Stock, or other securities or
property, equivalent to what the holder of the
Series A Preferred Stock would have received if he
had exercised his conversion rights prior to such
an event.
No adjustment in the conversion rate is
required unless the adjustment would require an
increase or decrease in the conversion rate by
more than one percent, but any adjustments which
would fall below one percent will be carried
forward cumulatively and taken into account in any
subsequent adjustments.
Voting Rights. Except as otherwise required
by law or the Articles, holders of Series A
Preferred Stock are not entitled to any vote on
any matter, including but not limited to any
merger, consolidation, transfer of assets or
statutory share exchange, or to notice of any
meeting of shareholders of the Company. If at any
time the Company falls in arrears in the payment
of dividends on the Series A Preferred Stock for
two consecutive quarterly dividend periods, the
number of directors constituting the full Board
will be automatically increased by two, and the
holders of the Series A Preferred Stock, voting
separately as a single class, will be entitled to
elect two directors of the Company to fill the two
created directorships, at a special meeting called
for the purpose, and thereafter at each
shareholders meeting held for the purpose of
electing directors of the Company, so long as
there continues to be any arrearage in the payment
of dividends on the Series A Preferred Stock for
any past quarterly dividend period or of interest
on such accumulated and unpaid dividends. When
all accumulated and unpaid dividends on the Series
A Preferred Stock for all past quarterly dividend
periods, and the interest thereon, have been paid
in full, the right of the holders of the Series A
Preferred Stock to elect directors will cease, the
number of directors of the Company will
automatically be reduced by two, and the term of
office of all directors elected by the holders of
the Series A Preferred Stock will immediately
terminate.
Holders of the Series A Preferred Stock,
voting separately as a class, must approve any
issuance by the Company of preferred stock ranking
senior to or on a parity with the Series A
Preferred Stock, and any amendment to the Articles
that would change the rights and preferences of
the Series A Preferred Stock, in each case by the
affirmative vote of holders of two-thirds of the
Series A Preferred Stock then outstanding.
Liquidation Rights. Upon the dissolution,
liquidation or winding up of the Company, the
holders of the Series A Preferred Stock will be
entitled to receive upon liquidation, and to be
paid out of the assets of the Company available
for distribution to its shareholders before any
payment or distribution may be made on the Common
Stock or on any other Junior Securities, the
amount of $14.25 per share, plus a sum equal to
all accrued and unpaid dividends, whether or not
earned or declared on such shares, and accrued
interest on such accrued and unpaid dividends, if
any, to the date of final distribution. Neither
the sale of all or substantially all of the
property or business of the Company, nor the
merger or consolidation of the Company into or
with any other entity, or the merger or
consolidation of any other entity into the
Company, will be considered a dissolution,
liquidation or winding up, voluntary or
involuntary, of the Company.
Preemptive Rights. Holders of Series A
Preferred Stock do not have preemptive rights.
Item 2. Exhibits.
The following exhibits are filed herewith:
1.1 Specimen of the Registrant's Series A
Preferred Stock certificate is included in
Registrant's Form S-4 received by the Commission
on April 7, 1995, and is incorporated herein by
reference.
1.2 Specimen of the Registrant's Common Stock
certificate is included as Exhibit 1 to
Registrant's Form 8-A, received by the Commission
on March 24, 1993, and is incorporated herein by
reference.
2.1 Amended and Restated Articles of
Incorporation of Registrant are included as
Exhibit 3.1 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1993,
received by the Commission on March 31, 1994, and
are incorporated herein by reference.
2.2 Articles of Amendment to the Articles of
Incorporation of Registrant are included in
Exhibit 2 to Registrant's Form S-4, received by
the Commission on April 7, 1995, and are
incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the
Registrant has duly caused this registration
statement to be signed on its behalf by the
undersigned, thereto duly authorized.
MIDSOUTH BANCORP, INC.
By: /s/ C. R. Cloutier
__________________________
C. R. Cloutier, President and
Chief Executive Officer
Dated: July 25, 1995
