As filed with the Securities and Exchange Commission on ________________, 1997
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________________
MIDSOUTH BANCORP, INC.
(Exact name of registrant as specified in its charter)
Louisiana 72-1020809
(State or other (I.R.S. Employer
jursidiction of incorporation Identification Number)
or organization)
102 Versailles Boulevard
Versailles Centre
Lafayette, Louisiana 70501
(318) 237-8343
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
__________________________
C. R. Cloutier Copy to:
P.O. Box 3745 Anthony J. Correro, III
Lafayette, Louisiana 70502 Correro Fishman Haygood
(318) 237-8343 Phelps Weiss Walmsley & Casteix, L.L.P.
(Name, address, including zip code, 201 St. Charles Avenue, 47th Floor
and telephone number, including New Orleans, Louisiana 70170-4700
area code, of agent for service)
__________________________
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box./ /
If any of the securities being registered on this form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number or the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act of 1933, please check the following box. / /
__________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Each Number of Offering Aggregate
Class of Securities Shares Price Per Offering Amount of
to be Registered to be Share<FN1> Price<FN1> Registration
Registered Fee
-----------------------------------------------------------------------------------------
Common Stock, $.10
par vaue 900,000 $15.94 $14,346,000 $4,347.28
=========================================================================================
</TABLE>
<FN1> Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457(o). The maximum offering price per
share will be determined from time to time by the Registrant.
Based on the average of the high and low prices of the
Company's Common Stock on the AMEX on July 18, 1997.
__________________________
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
========================================================================
<PAGE>
[LOGO]
PROSPECTUS
MIDSOUTH BANCORP, INC.
Dividend Reinvestment and Stock Purchase Plan
MidSouth Bancorp, Inc. ("MidSouth" or the "Company") hereby offers
participation in its Dividend Reinvestment and Stock Purchase Plan (the
"Plan"), designed to promote long-term ownership among investors who
are committed to building their MidSouth share ownership over time.
Under the Plan,
- Any shareholder of MidSouth Common Stock may enroll.
- Persons who are not shareholders may enroll either by
investing at least $1,000 or by authorizing automatic
monthly withdrawals of at least $100.
- Employees of MidSouth and its subsidiaries may also
join the Plan by authorizing payroll deduction
contributions to the Plan of at least $40.
- Participants may establish an Individual Retirement
Account which invests in MidSouth's stock through the
Plan.
- A participant may have all or a portion of cash
dividends automatically reinvested in additional shares
of Common Stock.
- Once enrolled, participants may make additional
investments of $100 or more.
- Shareholders may deposit their Common Stock
certificates with the Administrator for safekeeping.
- Participants may sell all or a portion of their
MidSouth stock in the Plan through the Administrator.
- Participants will be required to pay certain fees in
connection with the Plan.
The Chase Manhattan Bank is Administrator for the Plan
("Administrator"). All Plan purchases will be made by the
Administrator at 100% of the then current market price of the Common
Stock, calculated as described herein, either in the open market or
from MidSouth. The Administrator has designated its affiliates,
ChaseMellon Shareholder Services, L.L.C., and Chase Securities, Inc.
and other agents to perform certain services for the Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS __________________, 1997.
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TABLE OF CONTENTS
Available Information; Information Incorporated By Reference... 3
MidSouth Bancorp, Inc......................................... 4
MidSouth Dividend Reinvestment and Stock Purchase Plan......... 4
U.S. Federal Income Taxation...................................10
Use of Proceeds................................................11
Plan of Distribution...........................................11
Legal Matters..................................................11
Experts........................................................11
Inquiries......................................................11
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED HEREIN, AND, IF GIVEN OR
MADE, MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION THEREIN. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF MIDSOUTH SINCE THE DATE HEREOF OR THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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AVAILABLE INFORMATION; INFORMATION INCORPORATED BY REFERENCE
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "34 Act"), and,
accordingly, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"SEC"), which may be inspected and copied at the SEC's public
reference facilities at 450 Fifth Street, N.W., Washington, D.C.
20549, and at its regional offices at 7 World Trade Center, New
York, New York 10048 and 500 W. Madison St., Suite 1400, Chicago,
Illinois 60661. Copies of such materials also can be obtained
from the SEC's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates, and inspected at the
American Stock Exchange, where MidSouth Common Stock (Symbol:
MSL) is traded, 86 Trinity Place, New York, New York 10006. The
SEC also has a Web site (http: //www.sec.gov.) which contains
information regarding registrants who file electronically.
Additional information is in the Registration Statement and
exhibits thereto filed with the SEC under the Securities Act of
1933, which may be inspected without charge at the SEC's office
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.
Copies of the Registration Statement and exhibits may be obtained
from the SEC upon payment of the prescribed fees.
The Company's Annual Report on Form 10-KSB for its latest
fiscal year, its Quarterly Reports on Form 10-QSB and/or Current
Reports on Form 8-K filed by it since the end of such fiscal
year, and the description of Common Stock contained in a
Registration Statement on the Company's Form 8-A filed with the
SEC on July 25, 1995, have been filed with the SEC and are
incorporated herein by reference.
All documents subsequently filed by MidSouth pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 34 Act prior to this
offering are incorporated herein and deemed to be a part hereof
from the date of the filing. Any statement in a document
incorporated herein shall be deemed to be modified or superseded
to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated herein
modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Prospectus.
MidSouth will provide without charge to each person to whom
this Prospectus is delivered, upon request, a copy of any of the
documents incorporated herein (other than exhibits thereto,
unless such exhibits, are specifically incorporated by reference
therein). Requests should be directed to C.R. Cloutier, 102
Versailles Boulevard, Versailles Centre, Lafayette, Louisiana
70501, telephone (318) 237-8343.
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MIDSOUTH BANCORP, INC.
MidSouth is a bank holding company based in Lafayette,
Louisiana operating a wholly-owned subsidiary, MidSouth National
Bank (the "Bank"), which provides a complete range of commercial
and retail banking services primarily in the Lafayette market
area. MidSouth's principal executive offices are at 102
Versailles Boulevard, Versailles Centre, Lafayette, Louisiana
70501, telephone (318) 237-8343.
MIDSOUTH DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Purpose and Administration
The MidSouth Dividend Reinvestment and Stock Purchase Plan
is designed to promote long-term ownership among investors who
are committed to building their MidSouth share ownership over
time. The Chase Manhattan Bank (the "Administrator") will
administer the Plan, purchase and hold shares of stock acquired
under the Plan, maintain records, send statements of account to
participants, and perform other duties related to the Plan. The
Administrator has designated its affiliates, ChaseMellon
Shareholder Services, L.L.C., and Chase Securities, Inc. and
other agents, to perform certain services for the Plan.
Eligibility
Any person or entity is eligible to participate in the Plan
who or that fulfills the requirements described below under
"Enrollment Procedures." In the case of foreign investors,
participation is limited to those whose participation would not
violate local laws and regulations. Since regulations in certain
countries may limit or prohibit participation in this type of
Plan, persons residing outside the U.S. who wish to participate
should first determine whether they are subject to any such
limitations or prohibitions.
Enrollment Procedures
Shareholders. Shareholders who hold Common Stock registered
directly in their name may join the Plan by completing and
returning an Enrollment Form.
Non-shareholders. Non-shareholders may join the Plan by
returning a completed Enrollment Form to the Administrator, with
an initial investment of at least $1,000 or authorization of
Automatic Investments of at least $100 per month. See "Methods
of Investment"
MidSouth and Bank Employees. MidSouth and Bank employees
may also join the Plan by returning a completed Enrollment Form
and other documentation provided by MidSouth to MidSouth and
authorizing payroll deduction contributions to the Plan of at
least $40 per investment. See "Methods of Investment"
"Street Name" Holders. Owners of shares of MidSouth Common
Stock held on their behalf by a bank, broker, trustee or other
intermediary who wish to participate directly in the Plan should
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request the intermediary to register some or all of the shares of
Common Stock directly in their name and return a completed
Enrollment Form to the Administrator.
IRAs. Individuals may establish an IRA which invests in
MidSouth Common stock through the Plan by returning a completed
IRA Enrollment Form and making an initial investment to the IRA
of at least $1,000 or by transferring funds having a fair market
value of $1,000 on the enrollment date from an existing IRA
account, and by completing an IRA Enrollment Form and an IRA
Funds Transfer Form. These forms and a disclosure statement are
available from First Trust Corporation, which will administer the
IRA and will charge a fee. For information on First Trust's
custodial arrangements call 1-800-525-8188, extension 5109.
PARTICIPANTS WILL BE REQUIRED TO PAY CERTAIN FEES IN CONNECTION
WITH THE PLAN. SEE "SERVICE FEES"
Methods of Investment
Dividend Reinvestment. A participant can choose to
reinvest all or a portion of the cash dividends paid on his
shares held in the Plan toward the purchase of additional shares
of MidSouth stock. To be able to participate in the reinvestment
feature of the Plan, a participant other than an employee of
MidSouth or the Bank must reinvest the dividend on a minimum of
twenty-five shares. If the number of shares on which dividends
are reinvested falls below twenty-five shares, the participant
will receive a check for the full amount of the dividend. A
participant can change his election and dividend reinvestment
options at any time by notifying the Administrator. In order to
apply to a particular dividend, the notification must be received
by the Administrator prior to the record date for that dividend.
A participant electing to reinvest dividends must choose one
of the following when completing the Dividend Reinvestment
section of the Enrollment Form:
Full Dividend Reinvestment: Purchase additional shares by
reinvesting all cash dividends.
Partial Dividend Reinvestment: Purchase additional shares
by reinvesting some dividends and receive the balance in
cash. A participant choosing to reinvest only some
dividends must specify the percentage of shares as to which
dividends are reinvested.
A participant who does not elect a full dividend
reinvestment can have cash dividends deposited directly into a
bank account instead of receiving a check by mail. This can be
accomplished by completing a Direct Deposit Authorization Form,
which will be acted upon as soon as possible after it is received
by the Administrator. A designated bank account for direct
deposit can be changed or discontinued by notifying the
Administrator.
Optional Cash Investments ("OCI"). Participants can
purchase shares of MidSouth Common Stock by using the Plan's
optional cash investment feature. OCIs may be in any amount
between $100 ($40 for employees of MidSouth) and $10,000 in any
calendar month, except that non-shareholders who wish to
participate must make an initial investment of at least $1,000 or
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authorize automatic investments of at least $100 per month. The
Administrator will not pay interest on amounts held pending
investment.
By Check or Money Order: OCI's can be made by check or
money order payable to The Chase Manhattan Bank. Do not
send cash. To facilitate the processing of the OCI, the
transaction stub located on the bottom of the participant's
statement should be used and the check and transaction stub
should be mailed to the address specified on the statement.
Shares purchased by check cannot be sold or withdrawn for a
period of 14 days from the receipt of the check.
By Automatic withdrawal from a Bank Account: If a
participant wishes to make regular monthly purchases, this
can be done by authorizing automatic monthly withdrawal from
a bank account. This feature enables a participant to make
ongoing investments without having to write a check. Funds
will be deducted from the account on the 15th day of each
month. If this date falls on a bank holiday or weekend,
funds will be deducted on the next business day. Four to
six weeks should be allowed for the first automatic monthly
withdrawal to be initiated. The Administrator must be
notified in writing to change or terminate automatic
withdrawal.
Purchases of Common Stock
At the Company's discretion, Plan shares will be purchased
by the Administrator either on the open market or directly from
the Company. Shares purchased by the Administrator on the open
market may be made on the American Stock Exchange, any other
stock exchange in the U.S. where the Common Stock is traded, in
the over-the-counter market, or by negotiated transactions on
such terms as the Administrator may reasonably determine at the
time of purchase. Any shares purchased by the Administrator from
the Company will be made in accordance with applicable legal
requirements. Neither the Company nor any participant shall have
any authority or power to direct the time or price at which
shares may be purchased, or the selection of the broker or dealer
through or from whom purchases are to be made.
The Administrator will make arrangements to use initial and
optional cash investments to purchase MidSouth shares as promptly
as practicable, but at least once each week. The Administrator
will use reinvested dividends to purchase shares. Purchases may
be made on a number of days to meet the requirements of the Plan.
In the case of purchases on the open market, the price to
participants will be the weighted average purchase price of
shares purchased on the same day. In the case of purchases from
MidSouth, the price will be the average of the high and low sales
prices of MidSouth Common Stock as reported on the American Stock
Exchange on the purchase date.
Sales of Common Stock
Participants (or non-Plan participants who hold shares in
Book-Entry form) may sell some or all of the whole shares held in
their account by calling 1-888-213-0887. The Administrator, at
its discretion, will sell those shares, along with shares to be
sold for other accounts, as promptly as practicable at the then
current market price of the Common Stock and will send the
participant a check or wire the sales proceeds, less applicable
fees.
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Participants will be required to pay certain fees in
connection with the sale of shares of Common Stock under the
Plan. See "Service Fees"
Withdrawal from the Plan
Participants may withdraw from the Plan by giving written
notice to the Administrator or by completing and returning the
appropriate section of the Transaction Form to the Administrator.
The Administrator will continue to hold all shares of Common
Stock held in the participant's Plan account in a book-entry
account maintained by the Administrator ("Book-Entry"), unless
the participant requests that the Administrator either (i) send
the participant a certificate for the number of whole shares held
in the Plan account and a check for the value of any fractional
shares (based on the then current market price of the Common
Stock, less applicable fees); or (ii) sell all shares in the Plan
account as described under "Sales of Common Stock."
Any certificates issued upon withdrawal will be issued in
the name or names in which the account is maintained, unless
otherwise instructed. If the certificate is to be issued in a
name other than that on the participant's Plan account, the
signature(s) on the instructions or stock power must be Medallion
Guaranteed by a financial institution participating in the
Medallion Guarantee program. No certificates will be issued for
fractional shares.
All notices of withdrawal will be duly processed by the
Administrator and any uninvested funds will be returned to the
withdrawing participant as soon as practicable, without interest.
If a notice of withdrawal is received on or after a dividend has
been declared but before the related dividend payment date, the
withdrawal will be processed as described above and a separate
dividend check will be mailed to the participant as soon as
practicable following the payment date. Thereafter, dividends
will be paid in cash unless and until the shareholder rejoins the
Plan.
Safekeeping
Shareholders, whether or not they participate in other
features of the Plan, may deposit some or all of their
certificates with the Administrator for safekeeping. Shares
deposited will be credited to the individual's account as
maintained by the Administrator. By using the Plan's safekeeping
service, shareholders no longer bear the risk and cost associated
with the loss, theft, or destruction of stock certificates.
Shareholders using this service will receive dividends in cash
until they enroll in the dividend reinvestment feature of the
Plan. Shares held in safekeeping may be sold or transferred as
described in "Sales of Common Stock" and "Gift/Transfer of
Shares"
To deposit certificates in the Plan's safekeeping service,
shareholders should send their certificates by registered and
insured mail to the Administrator with written instructions to
deposit such shares. A shareholder who uses registered mail will
be automatically covered by an Administrator blanket bond up to
the first $100,000 of value. The certificates should not be
endorsed and the assignment section should not be completed.
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Gift/Transfer of Shares
Shareholders may transfer the ownership of some or all of
their Plan shares or shares held in safekeeping by sending the
Administrator written, signed transfer instructions. Signatures
must be Medallion Guaranteed by a financial institution
participating in the Medallion Guarantee program.
Shares may be transferred to new or existing shareholders;
however, dividends will not be invested on accounts with less
than 25 shares.
Service Fees
______________________________________________________________________
Dividend Reinvestment No Charge
______________________________________________________________________
Enrollment for Non-Shareholders No Charge
______________________________________________________________________
Purchases No Charge
______________________________________________________________________
Sales Fee* $ 15.00
Proceeds via wire* add $ 25.00
______________________________________________________________________
Fee for Returned Checks or Rejected
Automatic Investments $ 25.00
______________________________________________________________________
Duplicate Statements
Current Year No Charge
Prior Years $ 20.00
______________________________________________________________________
Annual First Trust IRA Fee $ 48.00
______________________________________________________________________
*Plus a $.12 per share trading fee.
The Administrator will deduct the applicable fees from
proceeds due from a sale, funds received for investment or the
payment of dividends. First Trust will charge applicable fees
for IRA accounts as described in its disclosure statement. If
not paid separately, the annual IRA fee will be deducted from the
participant's initial investment. Thereafter, if not paid
separately, the annual IRA fee will be deducted from the
participant's Plan account by selling sufficient shares to cover
the fee.
Communication
The Administrator will establish and maintain a separate
account under the Plan for each participant. Participants will
receive transaction notices for account activity (except
reinvested dividends and payroll deductions) quarterly statements
listing transactions in the participant's account for that
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quarter, and an annual statement of account holdings to
participants who have had no transactions during the year.
Stock Splits; Stock Dividends; Other Distributions
If dividends are paid in Common Stock, or if Common Stock is
distributed in connection with any stock split or similar
transaction, each account shall be adjusted to reflect the
receipt of the Common Stock so paid or distributed.
Shareholder Reports; Proxy Materials
Participants will receive all reports distributed to the
Company's shareholders, as well as proxy materials, including a
proxy form covering all shares of Common Stock held in a
participant's Plan account, relating to any annual or special
meeting of MidSouth common shareholders.
Responsibility of the Administrator and MidSouth
Neither MidSouth nor the Administrator will be liable for
any act done in good faith or for any good faith omission to act,
including without limitation, the failure to terminate a
participant's account upon such participant's death prior to
receipt of notice in writing of such death, or any act or
omission to act with respect to the prices at which shares are
purchased or sold for a participant's account or the times at
which such purchases or sales are made.
Each participant should recognize that neither MidSouth nor
the Administrator can assure a profit or protect against a loss
on shares purchased under the Plan. The establishment and
maintenance of the Plan by MidSouth does not constitute an
assurance with respect to either the value of Common Stock or
whether the Company will continue to pay dividends on Common
Stock or at what rate.
Modification or Termination of the Plan
MidSouth may modify or terminate the Plan at any time and,
in such event, participants will be so notified. No modification
or termination will affect previously executed transactions. The
Administrator also reserves the right to change any
administrative procedures of the Plan.
Interpretation of the Plan
MidSouth may in its absolute discretion interpret and
regulate the Plan as deemed necessary or desirable in connection
with the operation of the Plan and resolve questions or
ambiguities concerning the various provisions of the Plan.
Governing Law
The Plan will be governed by and construed in accordance
with the laws of the State of Louisiana
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Change of Eligibility; Termination
The Company may, in its discretion, terminate a
Participant's participation at any time and will do so if a
Participant's continued participation is not considered to be in
the Company's best interest. As the objective of the Plan is to
encourage long-term investment, excessive activity in a
Participant's account does not serve this objective and may cause
the Company to terminate the eligibility of a Participant and his
Account.
If the Company terminates a participant, or the Company or
the Administrator determines that a participant is no longer
eligible to participate in the Plan, or if the Plan is terminated
for any reason whatsoever, the Administrator will so notify the
participant in writing. Any shares in a participant's account
will continue to be held in Book-Entry, unless the participant
requests that the Administrator (i) send the participant a
certificate for the number of whole shares held in the Plan
account and a check for the value of any fractional shares (based
on the then current market price, less applicable fees); or (ii)
sell all shares in the Plan account in the manner described under
"Sales of Common Stock." If a participant's account is inactive
over a long period of time and consists of only a fractional
share, the Administrator may close such account by notifying the
participant in writing and sending a check for the value of the
fractional share based on the last sale price for any whole
shares sold; otherwise, the Administrator will not sell any
shares held unless instructed to do so by the participant.
U.S. FEDERAL INCOME TAXATION
Cash dividends reinvested under the Plan will be taxable as
having been received by a participant, even though the
participant has not actually received them in cash. A
participant will receive an annual statement from the
Administrator indicating the amount of reinvested dividends
reported to the U.S. Internal Revenue Service ("Service") as
dividend income.
A participant will not realize gain or loss for U.S. Federal
income tax purposes upon the transfer of shares to the Plan or
the withdrawal of whole shares from the Plan. Participants will,
however, generally realize gain or loss upon the sale of shares
(including the receipt of cash for fractional shares) held in the
Plan.
Plan participants who are non-resident aliens or non-U.S.
corporations, partnerships or other entities generally are
subject to a withholding tax on dividends paid on shares held in
the Plan. The Administrator is required to withhold from
dividends paid the appropriate amount determined in accordance
with Service regulations. Where applicable, this withholding tax
is determined by treaty between the U.S. and the country in which
such participant resides. Accordingly, the amount of any
dividends, net of the applicable withholding tax, will be
credited to participant Plan accounts for investment in
additional shares of Common Stock.
The foregoing does not purport to be a comprehensive summary
of all of the tax considerations that may be relevant to a
participant in the Plan. In addition, special tax considerations
may apply to certain participants, such as those participating
through an IRA. Therefore, participants are urged to consult
their tax advisors regarding the consequences of participation in
the Plan.
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USE OF PROCEEDS
MidSouth will receive proceeds from the purchase of Common
Stock pursuant to the Plan only to the extent that such purchases
are made directly from MidSouth, and not from open market
purchases by the Administrator. Proceeds received by MidSouth
from such purchases will be used for general corporate purposes.
PLAN OF DISTRIBUTION
Common Stock offered pursuant to the Plan will be purchased
in the open market or, at MidSouth's option, directly from
MidSouth. Participants will be required to pay certain fees in
connection with the Plan. See "Service Fees" for a complete
description. All other costs related to the administration of
the Plan will be paid by MidSouth.
LEGAL MATTERS
The legality of the Common Stock covered hereby has been
passed upon for MidSouth by Correro Fishman Haygood Phelps Weiss
Walmsley & Casteix, L.L.P.
EXPERTS
The consolidated financial statements of the Company
included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1996, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report
included therein, and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by
reference in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
INQUIRIES
Telephone inquiries regarding initial enrollment in the Plan
may be directed to the Administrator at 1-800-842-7629.
Telephone inquiries regarding existing Plan accounts may be
directed to the Administrator at 1-888-213-0887. Written
inquiries should be directed to ChaseMellon Shareholder Services,
P. O. Box 3339, South Hackensack, N.J. 07606, and should include
the Transaction Form, found at the bottom of each account
statement, or a letter which includes the participant's account
number and states a reference to the MidSouth Dividend and Stock
Purchase Plan and a daytime telephone number.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses
payable by the registrant with respect to the offering described
in this Registration Statement:
Securities and Exchange Commission registration fee $4,348
Printing and distribution of Prospectus and 10,000*
miscellaneous material
Legal fees and expenses $15,000*
Accounting fees and expenses 1,500*
Miscellaneous fees and expenses 2,000*
Total $32,848*
*Estimated
Item 15. Indemnification of Officers and Directors.
Article V of the Articles of Incorporation of the Company
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 Louisiana
Business Corporation Law, 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
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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.
Item 16. Exhibits
Item Description
4.1 Amended and Restated Articles of Incorporation of
MidSouth Bancorp, Inc. are included as Exhibit 3.1 to
the Report on Form 10-KSB for the year ended December
31, 1993, and are incorporated herein by reference.
4.2 Articles of Amendment to Amended and Restated Articles
of Incorporation dated July 19, 1995 are included as
Exhibit 4.2 to MidSouth's Registration Statement on
Form S-8 filed September 20, 1995 and are incorporated
herein by reference.
4.3 Amended and Restated By-laws adopted by the Board of
Directors on April 12, 1995 are included as Exhibit
3.2 to Amendment No. 1 to MidSouth's Registration
Statement on Form S-4 (Reg. No. 33-58499) filed on
June 1, 1995, and are incorporated herein by
reference.
4.4 Specimen of Common Stock Certificate (incorporated by
reference to Registrant's Form 8-A dated April 22,
1992).
4.5 Specimen of Series A Preferred Stock Certificate
(incorporated by reference to the Registrant's Form S-
4 dated April 7, 1995).
4.6 Dividend Reinvestment and Stock Purchase Plan.
5.1 Opinion and consent of Correro Fishman Haygood Phelps
Weiss Walmsley & Casteix, L.L.P..
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Correro Fishman Haygood Phelps Weiss
Walmsley & Casteix, L.L.P. (included in opinion filed
as Exhibit 5.1 hereto).
24.1 Power of Attorney (set forth on signature page).
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a)(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
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<PAGE>
(ii)to reflect in the prospectus any facts or event
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement; and
(iii)to include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
provided, however, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
in this registration statement;
(2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering; and
(b) that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of
the Securities and Exchange Act of 1934 that is incorporated
by reference in the registration statement shall be deemed
to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers, and controlling persons of the
registrant pursuant to the provisions specified in Item 15 of
this Registration Statement, or otherwise, the registrant
has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against
public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of
the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will,
unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Lafayette, State of Louisiana, on July 21, 1997.
MIDSOUTH BANCORP, INC.
By: /s/ C. R. Cloutier
C. R. Cloutier
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears immediately below constitutes and appoints C.
R. Cloutier and Karen L. Hail, or either of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same and all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ C. R. Cloutier Chief Executive July 21, 1997
C. R. Cloutier Officer and Director
/s/ J. B. Hargroder Director July 21, 1997
J. B. Hargroder
S-1
<PAGE>
Signature Title Date
/s/ Milton B. Kidd, III Director July 21, 1997
Milton B. Kidd, III
/s/ William M. Simmons Director July 21, 1997
William M. Simmons
/s/ James R. Davis Director July 21, 1997
James R. Davis
/s/ Clayton P. Hilliard Director July 21, 1997
Clayton P. Hilliard
/s/ Will G. Charbonnet, Sr. Director July 21, 1997
Will G. Charbonnet, Sr.
/s/ Karen L. Hail Chief Financial July 21, 1997
Karen L. Hail Officer and Director
/s/ Teri S. Stelly Controller July 21, 1997
Teri S. Stelly (Principal
Accounting Officer)
S-2
EXHIBIT 4.6
MIDSOUTH BANCORP, INC.
1997 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
ARTICLE I. PURPOSE OF THE PLAN
The Plan's purpose is to give holders of Common Stock
("Stock") of MidSouth Bancorp, Inc. (the "Company") a
simple and convenient way of reinvesting dividends to
acquire Stock at current market prices, without paying
brokerage commissions or other costs. Participants may
also contribute additional amounts (an "OCC") to the Plan
to purchase Stock. Capitalized terms not otherwise defined
herein are defined in Article X.
ARTICLE II - ENROLLMENT, DEPOSIT, INVESTMENT
AND DIVIDEND PAYMENT ELECTIONS
2.1. Enrollment. (a) Any Holder may participate by
sending the Administrator an enrollment form designating at
least 25 shares of his Record Stock that will be
Participating Stock and submitting for deposit the
certificate therefor, with such documentation as the
Administrator requires. An employee of the Company or any
subsidiary not otherwise a Holder may participate by
authorizing payroll deductions of at least $40 per
deduction, which will constitute an OCC for such amount,
and providing an enrollment form to the Company. A Street
Name Owner may not participate, but may become eligible to
do so by having Stock registered in his name. A
Participant may at any time increase or decrease his
Participating Stock by sending the Administrator a revised
enrollment form.
(b)Any transferee of a Participant may participate
by submitting an enrollment form and otherwise complying
with Section 4.2, except that the Company and the
Administrator may reject an application of a former
Participant whose Account was terminated under Section 4.5.
2.2. Optional Deposits of Stock. After he establishes
an Account, a Participant may at any time deposit Record
Stock of his into his Account by delivering the stock
certificates and such documentation as the Administrator
requires. A Participant or Plan applicant delivering Stock
certificates for deposit is eligible for insurance against
their loss, if he delivers them by registered first class
mail to the Administrator. The maximum protection is the
lesser of $100,000 or the current market value of the Stock
represented by such certificates. Claims for such
insurance must be submitted to the Administrator within
thirty calendar days after the certificates were mailed to
it, and, if the claimant is a Plan applicant, he must also
enroll in the Plan in conjunction with the processing of
his claim.
2.3. OCCs. A Participant may elect to make an initial
OCI upon enrolling in the Plan by personal check or money
order payable to the Chase Manhattan Bank of at least
$1,000, or by authorizing automatic electronic debits of at
least $100 per month. After enrollment, he may elect to
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make occasional OCIs by cash payment or by electronic
debit, if any related OCCs are accompanied by, or in the
case of electronic debits preceded by, documentation
acceptable to the Administrator. Ongoing OCIs by cash
payment may be made no more frequently than once each
calendar month; those by electronic debit may be made no
more frequently than as set forth in Section 2.4. After
the initial OCI, any Participant who elects to make OCIs
must invest at least $100 for any single OCI, and in any
calendar month the sum of all OCIs made that month by him
may not exceed $10,000, except that an employee of the
Company or any subsidiary may make OCI's through payroll
deductions of $40 or more per deduction.
2.4. OCIs by Electronic Debit. A Participant may
transmit OCCs to the Administrator by electronic debit from
his designated bank account of at least $100. Elec-
tronic debits may be occasional or periodic, but all
periodic debits must comply with limitations established by
the Administrator from time to time. Until otherwise so
established, a Participant may elect that all his periodic
electronic debits will be made monthly on the fifteenth day
of each month, except that, if any such day is not a
Business Day, it will be made on the first Business Day
thereafter. If at any time the designated electronic
transfer route or bank account proves unusable for any
reason, the Administrator will so advise the Participant of
the failed transmission and of its resulting inability to
execute the transaction.
2.5. Dividend Payment Method. Dividends paid on
Participating Securities will be reinvested in Stock and
credited as Plan Shares to the appropriate Accounts.
Dividends paid on non-Participating Stock will be paid by
check to the Participant unless he elects that payment be
sent by electronic fund transfer to his designated bank
account. If the designated electronic fund transfer route
or bank account proves unusable for any reason, the
Administrator will send a check for the subject Dividend to
the Participant with an advice of the failed transmission
and of the resulting inability to execute the deposit.
ARTICLE III - STOCK PURCHASE PROCEDURES
3.1. Source of Stock. All Dividends and OCCs will be
invested in either (i) Directly Issued Stock or (ii) in
Stock purchased in the Open Market, as determined by the
Company. The Company may not change its determination more
than once every three months nor in the absence of a
documented determination by its Board or chief financial
officer that its need to raise additional capital has
changed or that there is another valid reason for such
change, unless Company counsel advises that compliance with
such requirements is no longer necessary or advisable under
the federal securities laws.
3.2. OCIs. (a) For an Investment Date with respect to
which the Company elects to sell Directly Issued Stock to
the Plan, it will issue to the Administrator upon its
receipt of the funds described herein an integral number of
shares of Stock equal to (i) the total OCCs held by the
Administrator that are not Ineligible Funds, divided by
(ii) the Company Purchase Price, in each case as of such
Investment Date.
(b)For an Investment Date with respect to which the
Company elects to effect OCIs through Open Market
purchases, the Administrator shall, if it is an Independent
Agent, or shall cause an Independent Agent to, purchase an
integral number of shares of Stock in the Open Market equal
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to (i) the amount of OCCs held by the Administrator that
are not Ineligible Funds, divided by (ii) the Market
Purchase Price, in each case as of such Investment Date.
(c)The Administrator shall credit to the Account of
each investing Participant the number of Book Shares that
represents his proportionate interest in the Stock
purchased for an Investment Date.
3.3. Reinvestment. (a) On or before each dividend
payment date, pursuant to its established practice, the
Company will remit to the Administrator the applicable
Reinvestment Fund to be invested in either (i) Directly
Issued Stock or (ii) Stock purchased in the Open Market, as
determined by the Company.
(b)For Reinvestment Funds used to purchase Directly
Issued Stock, the Company will issue to the Administrator
an integral number of shares of Stock equal to (i) the
amount of the Reinvestment Funds that are not Ineligible
Funds, divided by (ii) the Company Purchase Price, in each
case for the relevant dividend payment date.
(c)For Reinvestment Funds used to purchase Stock in
the Open Market, the Administrator will, if it is an
Independent Agent, or shall cause an Independent Agent to,
purchase an integral number of shares of Stock in the Open
Market equal to (i) the amount of the Reinvestment Fund
that are not Ineligible Funds, divided by (ii) the Market
Purchase Price, in each case with respect to the relevant
dividend payment date.
(d)The Administrator shall credit to the Account of
each Participant with Participating Stock in regard to
which a portion of such Dividend was paid the number of
Book Shares that represents his proportionate interest in
the Stock so purchased under paragraphs (b) and (c).
ARTICLE IV - SALES, GIFTS, TRANSFERS, AND WITHDRAWALS
4.1 Sales. A Participant may request that all or a
portion of the whole Plan Shares in his Account be sold.
If the Administrator is not an Independent Agent, it will
forward sale instructions to the Independent Agent. The
Administrator will, if it is an Independent Agent, or will
cause an Independent Agent to, sell such Plan Shares in the
Open Market as soon as feasible at its discretion, pursuant
to Section 5.5 and in accordance with general commercial
law, stock transfer requirements, and federal and state
securities laws. As soon as practicable following receipt
of proceeds from the sale, the Administrator will send to
the Participant a check for the total number of such Plan
Shares sold multiplied by their Market Sale Price, less any
applicable deductions and withholdings required by law.
Fractional Plan Shares may be sold only if the selling
Participant is withdrawing completely from Plan
participation or his Account is being terminated and he has
elected to sell his Plan Shares in connection therewith.
4.2 Transfers. A Participant may elect to transfer
by gift or private sale to another Participant's Account or
to an Account to be established for the transferee any
number of his Plan Shares. Unless the Administrator is
instructed otherwise, all shares so transferred will be
credited to the appropriate transfer Account as Book Shares.
Fractional Plan Shares may be transferred from
<PAGE>
one Account to another only if the transferor is
withdrawing completely from Plan participation. If the
transferee is already a Participant as of the date on which
Plan Shares are credited to his Account, the payment of
Dividends allocable to the transferred Plan Shares will be
made according to the instructions previously provided by
the transferee for his Account. If not, the Administrator
will open an Account in his name, and send the transferee a
Prospectus and any related documentation as soon as
reasonably practicable, whereupon the transferee will be
eligible to submit OCCs to the Plan.
4.3. Classification of Record Shares. If a
Participant has elected that a portion, but not all, of his
Record Shares will be Participating Stock and he
subsequently transfers fewer than all his Record Shares,
non-Participating Stock will be deemed to have been
transferred before any Participating Stock, unless he
instructs the Administrator otherwise.
4.4. Withdrawal. If a Participant elects to withdraw
partially or completely, the Administrator will transfer or
reclassify all whole shares of Stock in his Account that
are subject to such election to a record account for him.
Any fractional Plan Share will be sold in the open market
as soon as practicable after the Administrator receives the
election, and it will send the Participant a check for a
proration of the Market Sales Price applicable to such
fractional Plan Share, less any applicable deductions and
withholdings required by law. If, however, the Participant
requests to sell or transfer all or a portion of the Stock
in his Account upon withdrawal, the relevant provisions of
Sections 4.1 and 4.2 will apply to such sales or transfers,
respectively. If the Administrator receives a
Participant's election to withdraw on or after the record
date for a Dividend payment but before the related payment
date, it may, in its discretion, either reinvest the
Dividend in Stock for his benefit before processing the
withdrawal or pay the Dividend to him by check.
4.5. Termination of Participation. The Company or
the Administrator may, in their discretion, terminate a
Participant's participation at any time and will do so if a
Participant's continued participation is not considered to
be in the Company's best interests. As the objective of
the Plan is to encourage long-term investment, excessive
activity in a Participant's account does not serve this
objective and may cause the Company or the Administrator to
terminate the eligibility of a Participant and his Account.
The Company or the Administrator may terminate a
Participant's Account by sending him written notice of
termination. In connection therewith, the Administrator
shall transfer or reclassify all whole shares of Stock in
his Account to a record account for him, and shall send any
certificates for such whole shares of Stock to him. Any
Fractional Plan Share will be sold in the open market as
soon as practicable after the date of such termination, and
the Administrator will send the Participant a check for a
proration of the Market Sales Price applicable to such
fractional Plan Share, less any applicable deductions and
withholdings required by law. If, however, the Participant
requests to sell or transfer all or a portion of the Stock
in his Plan Account upon such termination, the relevant
provisions of Sections 4.1 and 4.2 will apply to such sales
or transfers, respectively.
4.6. Pledge of Plan Shares. A Participant may not
pledge Book Shares until he has obtained from the
Administrator one or more certificates for such shares
pursuant to Section 5.7. All Plan Shares pledged by a
Participant will continue to be Participating Securities,
unless he instructs the Administrator otherwise.
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ARTICLE V - INVESTMENT PROCEDURES AND ACCOUNTING
5.1. Registration of Stock Under the Plan. All Stock
purchased by the Administrator for the Plan will be
registered on the Company's stock records in the name of
the Administrator's nominee. A Participant may at any time
submit Certificated Shares for safekeeping by the
Administrator, which, unless the Participant requests
otherwise, will remain registered on the Company's
shareholder records in his name.
5.2. Commingling of Assets. For the purpose of
making, or causing to be made, purchases and sales of Stock
for the Plan, the Independent Agent is entitled to
commingle each Participant's funds or the Stock held on his
behalf with the funds or Stock, respectively, held on
behalf of all other Participants.
5.3. Statement of Account. The Administrator shall
send to each Participant a statement of account as soon as
practicable after any purchase of Stock for him, which
shall be in addition to other statements of account to be
delivered under other provisions hereof.
5.4. Stock Splits, In-Kind Distributions, and Rights
Offerings. Any Stock distributed as an in-kind
distribution or stock split on Plan Shares will be credited
as Book Shares to the Accounts of the respective
Participants in proportion to the Plan Shares held in their
Accounts. Any rights distributed that are deemed to be
attached to the Stock will attach to all Plan Shares, and
will be allocated to the Accounts of the respective
Participants in proportion to the Plan Shares held in their
Accounts. All communications in respect of such rights
will be distributed to the Participants pursuant to Section
6.2. To exercise any such rights attached to any Book
Shares in a Participant's Account, he must first request
certificates pursuant to Section 5.7 for the Plan Shares
associated with his rights and then exercise them in
accordance with the procedures applicable to such rights.
5.5. Timing of Investments and Sales. (a) The
Administrator will, if it is an Independent Agent, or will
cause an Independent Agent to, sell Stock in any Account as
soon as practicable following the Administrator's receipt
of a direction from a Participant to do so, except when
deferral is necessary under applicable federal or state
securities laws.
(b)The Administrator shall, if it is an Independent
Agent, or shall arrange with the Independent Agent to,
purchase Stock at least once each month if there are any
outstanding OCCs not yet invested. The Administrator shall
arrange for purchase of Stock with a Reinvestment Fund no
later than thirty days after the relevant dividend payment
date. Any OCCs not invested in Stock within thirty-five
days after receipt thereof will be promptly returned to the
relevant Participant. No interest will be paid on
Dividends or OCCs held pending investment or return.
5.6. Timely Receipt of Instructions. (a) If before a
scheduled Investment Date the Administrator receives from a
Participant an instruction not to invest all or any portion
of an OCC previously delivered by him, the OCC will be
returned to him as soon as practicable.
(b)If on or before a Record Date the Administrator
receives from a Participant instructions to change a
Dividend payment method for him, the revised payment method
will be implemented beginning with such Record Date.
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(c)If the Administrator receives from a Participant
instructions to transfer his Plan Shares, or a transfer
occurs, on or after an Ex-Dividend Date but before the
related dividend payment date, the transfer will be
processed without Dividend rights to the transferee. As
soon as practicable following the receipt of the Dividend
allocable to such Plan Shares, the Administrator will
reinvest the Dividend for the transferor Participant's
benefit.
5.7. Requests for Certificates. A Participant may, at
any time or from time to time, elect to receive one or more
certificates for all or a portion of his whole Book Shares,
or the Certificated Shares held for safekeeping will be
sent to him within thirty days of receipt of the request.
5.8. Fractional Plan Shares. Fractional Plan Shares
will (i) be recorded as Book Shares, (ii) not have voting
rights but will accrue Dividends on a proportionate basis
and (iii) not be liquidated except upon complete withdrawal
from or the termination of the Plan.
5.9. Company Participation. If a Participant delivers
an OCC to the Company, the Company will send it to the
Administrator by the opening of business on the next
Business Day if it is received by noon or by noon of the
next Business Day if it is received after noon.
ARTICLE VI - PARTICIPANTS AS SHAREHOLDERS
6.1. Shareholders. A Participant will be recognized
as a shareholder for purposes of admission to the Company's
shareholder meetings, voting and disposing of the Stock in
his Account and the communications that the Company sends
to its shareholders, if (a) he has not alienated the voting
or dispositive authority over Stock in his Account, other
than pursuant to a valid proxy solicitation, and (b) either
the Company's stock records or the Administrator's Plan
records contain his name and address.
6.2. Communications and Voting. The Company shall
send or forward to each Participant proxy solicitation
materials and other general Company shareholder written
communications, consent solicitation materials, or rights
offering materials or notices. A Participant shall have
the exclusive right to exercise all voting rights
respecting his Plan Shares and may vote his Plan Shares in
person or by proxy, except that he will have no voting
rights with respect to any fractional Plan Shares in his
Account. Stock in a Participant's Account will not be
voted unless he or his proxy votes them.
6.3. Solicitation. In the case of solicitation of the
exercise of Participant's rights by the Company's
management and other persons under a proxy or consent
provision applicable to all beneficial holders of Stock or
under a tender offer or exchange offer, the Administrator
will notify them of each occasion for the exercise of their
rights within a reasonable time before they must be
exercised, including all information distributed by the
Company to Holders regarding the exercise of such rights.
ARTICLE VII - PLAN ADMINISTRATION
7.1. Costs. Costs of mailings, materials, and other
administration of the Plan will be paid by the Company.
Applicable taxes incurred in connection with Stock sales
will be borne by the Participants. Other than set forth
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below, fees and other charges will not be paid by
Participants unless the Company determines otherwise and
the amount thereof is disclosed in the Prospectus. Until
changed by the Company, Participants will be charged a
sales fee of $15 per transaction, plus a $.12 per share
trading fee, and an additional $25 per transaction where
any part of the sale proceeds are to be sent to the
Participant by electronic funds transfer. Participants
will also be charged a $25 fee for returned checks or
rejected electronic funds transfers and a fee of $25 for
furnishing duplicate statements over two years old.
Applicable fees will be deducted from OCCs, sale proceeds
or Reinvestment Funds. If a person is a Participant
through an Individual Retirement Account established
through First Trust Corporation, or any other entity
determined by the Company, annual fees to such entity, if
not paid separately, will be deducted from his initial
investment in the Plan or by selling sufficient Stock in
his Account to pay the fee.
7.2. Control of Transactions. With regard to Open
Market purchases and sales of Stock, neither the Company
nor the Administrator, unless it is serving as the
Independent Agent, has any authority to direct the time or
price at which Plan Shares may be purchased or sold, the
amount of shares to be included in a transaction, the
markets on which they are to be purchased or sold, or the
selection of the broker or dealer, other than the selection
of the Independent Agent by the appropriate party, through
or from whom transactions may be made, except that such
transactions will be made in accordance with the Plan. The
Company may perform only purely clerical and ministerial
functions in connection with Stock transactions and the
administration of the Plan. Purchase and sales of Stock on
the Open Market may be executed upon the terms and subject
to the conditions respecting price and delivery as the
Administrator, if it is an Independent Agent, or the
Independent Agent, determines to be appropriate.
7.3. Modification and Termination of the Plan. The
Company may at any time and from time to time, at its sole
option, modify, amend or terminate the Plan, in whole, in
part or in respect of Participants in one or more
jurisdictions; but no such amendment shall result in a
distribution to the Company of any Plan Shares or cash in
any Participant's Account. Upon complete termination of the
Plan, the Accounts of all Participants or, upon the partial
termination of the Plan, the Accounts of all affected
Participants, will be converted, respectively, to record
accounts. The Administrator shall send to each affected
Participant prior written notice of such Plan or Account
termination and of the conversion of Accounts to Record
Accounts. The fractional Plan Shares of each such
Participant will be liquidated at a cash value equal to a
proration of the Company Purchase Price as of the effective
date of such termination, less applicable deductions and
withholdings required by law, and as soon as practicable
the Administrator will send each such Participant a check
for the cash value of his fractional Plan Share.
7.4. Sale Upon Plan Termination or Account
Termination. If a Participant notifies the Administrator
of his desire to sell or transfer all or a portion of the
Stock in his Account upon the termination of the Plan or of
his Account, such sales or transfers shall be effected
pursuant to the relevant provisions of Article IV.
ARTICLE VIII - ADMINISTRATOR AND INDEPENDENT AGENT
8.1. Administrator. The Administrator will be
appointed by the Company, which appointment may be revoked
by it, or the Administrator may resign, upon 30 days'
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notice. The Company shall make such arrangements regarding
compensation of the Administrator and reimbursement of
expenses as it deems reasonable and appropriate.
8.2. Administrator's Authority and Duties. The
Administrator shall have the authority and responsibility
to manage the aspects of the Plan's operation and
administration that are assigned as its responsibility and
as determined by the Company from time to time. It shall
have the power and duty to take all actions and to make all
decisions necessary or proper to carry out its
responsibilities, but will not be liable for its inability
to buy or to sell Stock as a result of the closing of one
or more of the markets on which the Stock is traded.
8.3. Independent Agent. If the Administrator is not
eligible to serve as the Independent Agent, it shall select
the Independent Agent and shall make arrangements and enter
into agreements with the Independent Agent in connection
with the activities contemplated by the Plan.
8.4. Independent Agent's Authority and Duties. The
Independent Agent will have the authority and
responsibility to manage the aspects of the operation and
administration that are assigned as its responsibility and
as determined by the Administrator from time to time. It
shall have the power and the duty to take all actions and
to make all decisions necessary or proper to carry out its
responsibilities.
ARTICLE IX - MISCELLANEOUS PROVISIONS
9.1. Governing Law. This Plan shall be construed,
regulated and administered under the laws of the State of
Louisiana.
9.2. Agreement by Participants. Each Participant, as
a condition of participation herein, for himself, his
heirs, devisees, legatees, executors, administrators, legal
representatives and assigns, approves and agrees to be
bound by the provisions of this Plan and any subsequent
amendments hereto and all actions of the Company, the
Administrator, and the Independent Agent hereunder.
9.3. Headings. The headings and subheadings in this
Plan are for convenience of reference only and are not to
be used in construing the Plan.
9.4. Absence of Guarantee. Neither the Company nor
the Administrator guarantees the Plan or Plan Participants
against loss or depreciation, or guarantees the payment or
amount of any future Dividends. Unless otherwise provided
by law, the Company, its directors, officers, employees,
and agents, the Administrator, and the Independent Agent
shall in no manner be liable to any Participant with
respect to the price or performance of the Stock held for
the Plan.
9.5. Liability. The Company, its directors,
officers, employees, and agents, the Administrator, and the
Independent Agent shall not be liable under the Plan for
any act performed in good faith or for any good faith
omission to act including, without limitation, any claims
for liability (a) arising out of failure to terminate an
Account upon a Participant's death absent valid transfer
instructions pertaining to the Stock in the subject Account
and (b) the price at which Stock is purchased or sold for
Accounts and the time they are made.
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9.6. Communication. Any written communication from
the Administrator to a Participant will be sent by first
class mail to the Participant's address as shown on the
Administrator's records.
9.7. Interpretation. If any provision of this Plan
conflicts with any statement in any prospectus related to
the Plan, the statement shall prevail, and this Plan shall
be deemed to be amended to conform to such statement
without any further action by the Company or the
Administrator.
ARTICLE X - DEFINITIONS
The following terms shall have the meanings indicated.
Account: As to any Participant, the account
maintained by the Administrator recording his Plan Shares
and any cash held by it pending investment or return to
him.
Administrator: The Person appointed from time to time
by the Company to act as the Plan's administrator and as
custodian for the Stock purchased for the Plan or received
for safekeeping, the Plan Shares held for Participants, and
all funds received for investment under the Plan. Until
otherwise determined by the Company, the Administrator will
be Chase Manhattan Bank, which may use its affiliate,
ChaseMellon Shareholder Services, L.L.C., or other
affiliates, to perform all or part of its duties.
Book Shares: A Participant's proportionate interest
in Stock held in nominee name by the Administrator for the
Plan, as to which his ownership is evidenced solely by the
book entry in Plan records, and not by any certificate.
Business Day: Any weekday on which the Administrator
conducts normal business operations, exclusive of federal
banking holidays.
Certificated Share: A share of Stock for which a
valid certificate is outstanding.
Company Purchase Price: The average of the high and
low per share sales prices of Stock, as reported on the
American Stock Exchange for the date in question or, if
there is no reported sale on such date, on the last
preceding day on which any reported sale occurred. The
date in question shall be the relevant Investment Date for
OCIs in Directly Issued Stock and the relevant dividend
payment date for Reinvestments in Directly Issued Stock.
Directly Issued Stock: Shares of Stock sold directly
by the Company under the Plan.
Dividend: Cash dividends paid on Stock.
Exchange Act: The Securities Exchange Act of 1934,
as amended from time to time, and the rules and
regulations thereunder.
Ex-Dividend Date: The date as of the which The
American Stock Exchange lists the Stock as being
subject to transfer without dividend rights to the
transferee.
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He, His or Him: Includes she, hers or her and it or its.
Holder: The Person whose name and taxpayer identification
or social security number, where applicable, are recorded on the
Company's records.
Independent Agent: An agent independent of the Company
that satisfies applicable legal requirements, including those of
Regulation M and Rule 10b-18 under the Exchange Act, and who, in
the absence of the eligibility of the Administrator to serve as
such, has been selected by the Administrator pursuant to Section
8.3 to serve as an independent agent to make Open Market
purchases and sales of Stock for the Plan. Unless ineligible,
the Administrator will be the Independent Agent.
Ineligible Funds: As of any date with respect to any
OCCs, Dividends received or held by the Administrator from or on
behalf of any Participant, any portion of which it must return
to him under Section 5.5 or Section 5.6 as of such date.
Investment Date: The date in each calendar week selected
by the Administrator or by the Independent Agent as of which
Stock is purchased or begun to be purchased for the Plan with
OCCs, either in the Open Market or as Directly Issued Stock.
Market Purchase Price: With respect to Stock purchased on
the Open Market in connection with an Investment Date or a
dividend payment date, the weighted average price per share of
all shares of Stock purchased on the Open Market under the Plan
in connection with such Investment Date or dividend payment
date, without deduction for charges, expenses, fees, and
commissions directly incurred in connection with such purchases.
Market Sale Price: With respect to Stock sold in the Open
Market on a particular date the weighted average price per share
of all shares of Stock sold in the Open Market under the Plan on
such date after deduction for applicable fees and the weighted
average per share amount of brokerage commissions and any other
costs directly incurred in connection with such sales.
Open Market: Any securities exchange on which the Stock
is traded, the over-the-counter market, or negotiated
transactions, except transactions with the Company or its
affiliates.
Optional Cash Investment or OCI: The voluntary purchase
by a Participant of Stock under the Plan with OCCs.
Participant: Any person who has met the requirements of
Section 2.1 regarding enrollment and investment and has not
revoked his elections.
Participating Stock: The Stock of a Participant, whether
held in a record account or a Plan Account, the Dividends
payable in respect of which have been designated by him on an
enrollment form to be reinvested under the Plan. All Book
Shares of a Participant shall be Participating Stock.
Person: Any individual, corporation, partnership,
limited liability company, joint venture, association, joint-
stock company, trust, estate or unincorporated organization.
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Plan Shares: As to any Participant, (a) the Certificated
Shares held in his name on the Company's stock records and
credited to his Account as Participating Securities and (b) the
Book Shares held in his Account.
Prospectus: The prospectus for the offering of shares of
Stock under the Plan filed by the Company under the Securities
Act of 1933.
Record Date: The date established by the Company's Board
to determine Holders and Plan Participants for the purpose
designated by the Board at the time.
Record Stock: All Stock credited to any Holder
account on the Company's securities records reflecting
Stock ownership, excluding all Plan Accounts.
Reinvestment: The purchase of Stock with the
Dividends on Participating Securities received by the
Administrator for credit as Plan Shares.
Reinvestment Fund: The total amount of Dividends
allocable to Participating Stock for a given dividend
payment date, less applicable withholdings and deductions
required by law, and paid by the Company to the
Administrator with respect to such Participating Stock.
Street Name Owner: Any Person other than a
Participant who has voting or dispositive authority over
Stock registered on the Company's securities records, not
in his name, but in the name of a third party bank, broker,
nominee, or trustee.
EXHIBIT 5.1
[LETTERHEAD OF CORRERO FISHMAN HAYGOOD
PHELPS WEISS WALMSLEY & CASTEIX, L.L.P.]
July 21, 1997
MidSouth Bancorp, Inc.
102 Versailles Blvd.
Lafayette, LA 70501
Ladies and Gentlemen:
We have acted as counsel for MidSouth Bancorp, Inc. (the
"Company") in connection with its Registration Statement on
Form S-3 (the "Registration Statement"), with respect to the
proposed offering by MidSouth of up to 900,000 shares of
MidSouth Common Stock, $.10 par value (the "Shares"), pursuant
to the terms of the MidSouth Bancorp, Inc. Dividend
Reinvestment and Stock Purchase Plan (the "Plan").
As such counsel, we have examined and are familiar with
the Company's Articles of Incorporation and By-laws (each as
amended to date), the minutes of the meetings of its
stockholders and directors, and its corporate stock records.
In addition, we have made such investigations of law and have
examined such certificates of public officials and officers of
the Company and other documents and records as we have
considered necessary for purposes of this opinion.
We have assumed the genuineness of the signatures on and
the authenticity of all documents submitted to us as originals
and the conformity to original documents submitted to us as
certified or photostatic copies. We also have relied upon the
accuracy of the aforementioned certificates of public
officials and, as to matters of fact, of officers of the
Company. We have also relied on Company records and have
assumed the accuracy and completeness thereof.
We express no opinion as to the laws of any jurisdiction
other than that of the Business Corporation Law of the State
of Louisiana.
Based on the foregoing, it is our opinion that the Shares
have been duly authorized and, when issued in accordance with
the terms of the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as Exhibit
5.1 to the Registration Statement. In giving such opinion, we
do not thereby admit that we are acting within the category
of persons whose consent is required under Section 7 of the
Securities Act of 1933.
Yours sincerely,
CORRERO FISHMAN HAYGOOD PHELPS
WEISS WALMSLEY & CASTEIX, L.L.P.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration Statement
of MidSouth Bancorp, Inc. on Form S-3 of our report dated
February 7, 1997, appearing in the Annual Report on Form 10-
KSB of MidSouth Bancorp, Inc. for the year ended December 31,
1996.
Deloitte & Touche LLP
New Orleans, Louisiana
July 21, 1997
