SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 2-91000-FW
MIDSOUTH BANCORP, INC.
(Exact name of registrant as specified in its charter)
Louisiana 72-1020809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
102 Versailles Blvd., Lafayette, LA 70501
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (318) 237-8343
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $.10 par value American Stock Exchange, Inc.
Emerging Company Marketplace
Securities registered pursuant to Section 12(g) of the Act: none
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. X
As of February 28, 1995, the aggregate market value of the voting stock
held by non-affiliates of the Registrant, calculated by reference to the
closing sale price of the Registrant's common stock on the AMEX/ECM was
$3,833,144. As of February 28, 1995 there were outstanding 715,375 shares
of MidSouth Bancorp, Inc. common stock, $.10 par value, which stock is the
only class of the Registrant's common stock.
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
The following table sets forth certain information as of February 28,
1995 with respect to each director of the Registrant. Unless otherwise
indicated, each person has been engaged in the principal occupation shown for
the past five years.
Directors whose terms expire in 1995 (Class II Directors)
<TABLE>
<CAPTION>
Year First Became
Name Age Principal Occupation Director of MidSouth
____ ___ ____________________ ____________________
<S> <C> <C> <C>
Will G. Charbonnet, Sr. 47 President, Acadiana Fast 1985
Foods Inc. (owner/operator
fast food stores); Chairman
of the Board, MidSouth and
MidSouth Bank
Clayton Paul Hilliard 69 President, Badger Oil 1992<FN1>
Corporation
Robert Burke Keaty 45 Partner, Keaty & Keaty 1985
Law Firm
Directors whose terms expire in 1996 (Class III Directors)
James R. Davis, Jr. 42 Owner, Safe-America 1991
Security System (1994-
present); Director of Gas
Supply for Louisiana,
Victoria Gas Corporation
(October 1992 - 1993);
President, Elsbury
Production, Inc. (oil and gas
exploration and production)
(June 1982 - September
1992)
Karen L. Hail 41 Chief Financial Officer and 1988
Secretary, MidSouth
Milton B. Kidd, Jr. 75 Optometrist, Kidd Vision 1984
Centers
</TABLE>
____________________________________
<FN1> Mr. Hilliard also was a director of MidSouth Bancorp, Inc. and MidSouth
National Bank from 1985 to 1987.
Directors whose terms expire in 1997 (Class I Directors)
<TABLE>
<CAPTION>
Year First Became
Name Age Principal Occupation Director of MidSouth
____ ___ ____________________ ____________________
<S> <C> <C> <C>
C. R. Cloutier 48 President and C.E.O., 1984
MidSouth and MidSouth
Bank
J. B. Hargroder, M.D. 64 Physician, retired 1984
William M. Simmons 61 Private Investments 1984
</TABLE>
Section 16(a) of the Securities and Exchange Act of 1934 requires
MidSouth's directors and executive officers and persons who own more
than ten percent of a registered class of MidSouth's equity securities
to file with the SEC initial reports of ownership, reports of changes
in ownership, annual reports regarding certain transactions in common
stock and other equity securities of MidSouth. Executive officers,
directors and greater than ten-percent shareholders are required to
furnish MidSouth with copies of all Section 16(a) reports they file. To
MidSouth's knowledge, all such Section 16(a) filings required to be filed
for transactions in 1994 and prior years were filed on a timely basis.
Item 10. Executive Compensation
Summary of Executive Compensation
The following table shows all compensation awarded to, earned by or
paid to MidSouth's Chief Executive Officer, C. R. Cloutier, for all services
rendered by him in all capacities to MidSouth and its subsidiaries for the
year ended December 31, 1994. No other executive officer of MidSouth had
total annual salary and bonus exceeding $100,000 for the year ended December
31, 1994.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts Other
Other Securities All
Annual Restricted Under- Other
Name Compen- Stock lying LTIP Compen-
and Principal Year Salary($) Bonus($) sation Awards(s) Options/ Payouts sation
Position ($) ($) SARs(#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. R. Cloutier, 1994 99,617 15,071 0 0 0 0 21,065<FN2>
Chief 1993 99,617 4,956 0 0 0 0 20,764
Executive 1992 90,405 0 0 0 0 0 14,705
Officer
</TABLE>
<FN1> Awarded pursuant to the Incentive Compensation Plan of MidSouth Bank.
<FN2> Consists of $11,900 in directors' fees, all of which were deferred by
Mr. Cloutier pursuant to the Trust, an estimated $8,338 contributed by
MidSouth to the ESOP for the account of Mr. Cloutier and $827 paid by
MidSouth in insurance premiums for term life insurance for the benefit
of Mr. Cloutier.
____________________________
Option Exercises and Holdings
The following table sets forth information with respect to MidSouth's Chief
Executive Officer, C. R. Cloutier, concerning his exercise of options during
1994 and unexercised options held as of December 31, 1994. As of December 31,
1994, as adjusted for a stock dividend paid February 18, 1994, other executive
officers of MidSouth held options to purchase an aggregate of 10,500 shares of
common stock exercisable at $9.52 per share and expiring on December 31, 1996.
AGGREGATED OPTION EXERCISES IN 1994 AND OPTION VALUES AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
No. of
Shares
Acquired
on Value Number of Securities Value of Unexercised
Name Exercise Realized Underlying Unexercised In-the-Money Options/SARs
Options/SARs at at
December 31, 1994<FN1> December 31, 1994
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
C. R. Cloutier 0 $0 10,500 0 $20,790 N.A.
</TABLE>
<FN1> As adjusted for a stock dividend paid February 18, 1994, Mr. Cloutier's
options are exercisable at an exercise price of $9.52 per share and
expire on December 31, 1996.
____________________________
Employment and Severance Contract
Mr. Cloutier has a written employment agreement with MidSouth Bank for a
term of one year, commencing February 15th of each year. The employment
agreement is automatically extended for a period of one year every year
thereafter commencing on the termination date, unless written notice of
termination is given by any party to the agreement not later than 60 days
before the termination date. Pursuant to the contract, Mr. Cloutier receives
term life insurance equal to four times his annual salary payable to a
beneficiary of his choice and disability insurance of not less than
two-thirds of his annual salary. Mr. Cloutier's contract has a severance
provision which entitles him to one year's salary if the agreement is
terminated by MidSouth Bank, unless he is removed by a regulatory body.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Management
The following table sets forth certain information as of February 28,
1995 concerning the beneficial ownership of MidSouth's Common Stock by each
director of MidSouth, by MidSouth's Chief Executive Officer, C. R. Cloutier
(who is also a director) and by all directors and executive officers of
MidSouth as a group, determined in accordance with Rule 13d-3 of the
SEC. Unless otherwise indicated, the Common Stock is held with sole voting
and investment power.
Amount and
Nature
of Beneficial Percent
Name and Address Ownership<FN1> of Class
________________ _____________ ________
Will G. Charbonnet, Sr. 40,045<FN2> 5.6%
1003 Hugh Wallis Road,
South, Suite F
Lafayette, LA 70508
C. R. Cloutier 47,866<FN3> 6.6%
P. O. Box 3745
Lafayette, LA 70502
James R. Davis, Jr. 15,618<FN4> 2.2%
9151 Interline Ave.,
Ste. 1-B
Lafayette, LA 70503
Karen L. Hail 22,200<FN5> 3.1%
P. O. Box 3745
Lafayette, LA 70502
J. B. Hargroder, M.D. 59,913<FN6> 8.4%
P. O. Box 1049
Jennings, LA 70546
Clayton Paul Hilliard 34,052<FN7> 4.8%
P. O. Box 52745
Lafayette, LA 70505
Robert Burke Keaty 8,900<FN8> 1.2%
345 Doucet Road
Suite 104
Lafayette, LA 70503
Milton B. Kidd, Jr., O.D. 17,221<FN9> 2.4%
1500 N.W. Blvd.
P. O. Box 1071
Franklin, LA 70538
William M. Simmons 23,282<FN10> 3.3%
P. O. Box 111
Avery Island, LA 70513
All directors and 306,616 39.27%
executive officers as a
group (13 persons)
_________________________
<FN1> MidSouth Common Stock held by MidSouth's Directors' Deferred
Compensation Trust (the "Trust") is beneficially owned by the
Plan Administrator, which has sole voting and investment power.
Because the Plan Administrator is the Executive Committee of the
Board of MidSouth, all directors of MidSouth could be deemed to
share voting and investment power with respect to all MidSouth
Common Stock held in the Trust (50,966 shares or 7.1% as of
February 28, 1995). For each individual director, the table
reflects the number of shares held for his or her account only.
The group figure reflects all shares held in the Trust as of
February 28, 1995. MidSouth Common Stock held by MidSouth's
Employee Stock Ownership Plan (the "ESOP") is not included in
the table, except that shares allocated to an individual's
account are included as beneficially owned by that individual.
Beneficial ownership of shares held in the ESOP is attributed to
the ESOP, ESOP Trustees and ESOP Administrative Committee, as
reflected in the table below. The Board has the power to appoint
and remove the ESOP Trustees and Administrative Committee. Shares
subject to options are deemed outstanding for purposes of computing
the percentage of outstanding Common Stock owned by persons
beneficially owning such shares and by all directors and executive
officers as a group but are not deemed to be outstanding for the
purpose of computing the ownership percentage of any other person.
<FN2> Includes 8,883 shares as to which he shares voting and investment
power and 6,938 held for his account in the Trust.
<FN3> Includes 7,362 shares held by the ESOP for his account as to which
he shares voting power, 19,038 shares as to which he shares voting
and investment power, 6,861 shares held for his account in the Trust
and 10,500 shares underlying stock options.
<FN4> Includes 10,131 shares as to which he shares voting and investment
power and 5,487 shares held for his account in the Trust.
<FN5> Includes 5,234 shares held for her account in the ESOP as to which
she shares voting power, 210 shares as to which she shares voting and
investment power, 5,416 shares held for her account in the Trust and
10,500 shares underlying stock options.
<FN6> Includes 53,436 shares as to which he shares voting and investment
power, and 5,772 held for his account in the Trust.
<FN7> Includes 30,992 shares as to which he shares voting and investment
power and 2,204 shares held for his account in the Trust.
<FN8> Includes 262 shares as to which he shares voting and investment power,
and 4,616 shares held for his account in the Trust. Information is as
of April 15, 1995, except with respect to shares held in the Trust,
which is as of February 28, 1995.
<FN9> Includes 5,250 shares as to which he shares voting and investment
power, and 4,173 shares held for his account in the Trust.
<FN10> Includes 570 shares as to which he shares voting and investment power
and 5,447 shares held for his account in the Trust.
____________________________
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of February 28, 1995
concerning persons or groups, other than the directors listed in the table
above, known to MidSouth to be the beneficial owner of more than five percent
of MidSouth's Common Stock, determined in accordance with Rule 13d-3 of the
SEC.
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
Robert C. Schumacher, M.D. 36,411 5.1%
16134 N. Gallaugher
Jennings, LA 70546
Hilton B. Watson 36,855 5.2%
102 S. Cutting Avenue
Jennings, LA 70546
MidSouth Bancorp, Inc. 67,120 <FN1> 9.4%
Employee Stock Ownership Plan, ESOP
Trustees and ESOP Administrative
Committee
P. O. Box 3745
Lafayette, LA 70502
<FN1> The ESOP Administrative Committee directs the ESOP Trustees how to
vote the approximately 6,065 unallocated shares of Common Stock held
in the ESOP as of February 28, 1995. Voting rights of the shares
allocated to ESOP participants' accounts are passed through to the
participants. The ESOP Trustees have investment power with respect
to the ESOP's assets, but must exercise this power in accordance with
an investment policy established by the ESOP Administrative Committee.
Thus, the ESOP Trustees share investment power with the ESOP
Administrative Committee for all shares held pursuant to the ESOP. The
ESOP Trustees are Donald R. Landry, an executive officer of MidSouth,
and Russell Henson and Kim Cormier, MidSouth Bank employees. The ESOP
Administrative Committee consists of Teri S. Stelly and Todd Kidder,
executive officers of MidSouth, and Dailene Melancon, a MidSouth Bank
employee.
____________________________
Item 12. Certain Relationships and Related Transactions
Directors, nominees and executive officers of MidSouth and their associates
have been customers of, and have had loan transactions with, MidSouth Bank in
the ordinary course of business, and such transactions are expected to
continue in the future. In the opinion of MidSouth's management, such
transactions have been on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than the normal
risk of collectibility or present other unfavorable features.
<PAGE>
In accordance with Section 13 of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on this ___ day of April, 1995.
MIDSOUTH BANCORP, INC.
By: /s/ C. R. Cloutier
_______________________
C. R. Cloutier
President
