HANCOCK HOLDING CO
SC 13G/A, 1997-02-20
STATE COMMERCIAL BANKS
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<PAGE>   1
THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G FILED ON FEBRUARY 18, 1997 PURSUANT
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION


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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                  SCHEDULE 13G


                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                           (AMENDMENT NO.    11   )*
                                          ---------

                           Hancock Holding Company
- --------------------------------------------------------------------------------
                               (Name of Issuer)

                                 Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                 410120-10-9
                  --------------------------------------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement / /.  (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes). 



                    
<PAGE>   2
CUSIP No. 410120-10-9                     13G                 Page 2 of 6 Pages



- --------------------------------------------------------------------------------
 1    NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
           Leo W. Seal, Jr.                                   ###-##-####
- --------------------------------------------------------------------------------
 2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       
                                                             (a) /  /
                                                             (b) /  /

- --------------------------------------------------------------------------------
 3    SEC USE ONLY



- --------------------------------------------------------------------------------
 4    CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America
- --------------------------------------------------------------------------------
                               5     SOLE VOTING POWER

          NUMBER OF            
                                       1,690,519
           SHARES              -------------------------------------------------
                               6     SHARED VOTING POWER
        BENEFICIALLY           
                               
          OWNED BY                          0
                               ------------------------------------------------
            EACH               7     SOLE DISPOSITIVE POWER
                    
          REPORTING 
                                        1,255,696
           PERSON              ------------------------------------------------
                               8     SHARED DISPOSITIVE POWER                  
            WITH    
                                     
                                             0
- ------------------------------------------------------------------------------- 
 9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


        1,696,887.2
- --------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



- --------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


      15.6%
- --------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON*


      IN
- --------------------------------------------------------------------------------



                     *SEE INSTRUCTION BEFORE FILLING OUT!


                              Page 2 of 8 pages

<PAGE>   3





                         Amendment #11 to Schedule 13G
                                Leo W. Seal, Jr


Item 1(a)        Name of Issuer:

                 Hancock Holding Company

Item 1(b)        Address of Issuer's Principal Executive Offices:

                 One Hancock Plaza
                 2510 14th Street
                 Gulfport, MS   39501

Item 2(a)        Name of Person Filing:

                 Leo W. Seal, Jr.

Item 2(b)        Address of Principal Business Office or if none, Residence:

                 One Hancock Plaza
                 2510 14th Street
                 Gulfport, MS  39501

Item 2(c)        Citizenship:

                 Mississippi Bank

Item 2(d)        Title of Class of Securities:

                 Common Stock, par value $3.33 per share

Item 2(e)        Cusip Number:

                 410120-10-9

Item 3           If this statement is filed pursuant to Rules 13d-1(b), or 
                 13d-2(b), check whether the person filing is a :


<TABLE>
<S>              <C>      
                 (a)      (  )    Broker or Dealer registered under Section 15 of the Act

                 (b)      (  )    Bank as defined in Section 3(a)(6) of the Act

</TABLE>

                                       3





<PAGE>   4



<TABLE>
                 <S>      <C>     <C>
                 (c)      (  )    Insurance Company as defined in Section 3(a)(19) of the Act


                 (d)      (  )    Investment Company registered under Section 8 of the
                                  Investment Company Act

                 (e)      (  )    Investment Adviser Registered under Section 203 of the
                                  Investment Advisers Act of 1940

                 (f)      (  )    Employee Benefit Plan, Pension Fund which is subject to
                                  the provisions of the Employee Retirement Income Security
                                  Act of 1974 or Endowment Fund; see 240.13d-1(b)(1)(ii)(F)

                 (g)      (  )    Parent Holding Company, in accordance with 240.13d-1(b)(ii)
                                  (G)  (Note:  See Item 7)

                 (h)      (  )    Group, in accordance with 240.13d-1(b)(1)(ii)(H)
</TABLE>

Item 4           Ownership:

                 If the percent of the class owned, as of December 31 of
                 the year covered by the statement, or as of the last day of 
                 any month described in Rule 13d-1 (b)(2), if applicable,
                 exceeds five percent, provide the following information as of
                 that date and identify those shares which there is a right 
                 to acquire:

<TABLE>
                 <S>      <C>
                 (a)      Amount Beneficially owned:

                          1,692,887.2 (including 434,823 shares as to which the reporting person
                          disclaims beneficial ownership as disclosed in Item 6.)

                 (b)      Percent of Class:

                          15.6%

                 (c)      Number of shares as to which such person has:

                 (i)      sole power to vote or to direct the vote
                          1,690,519

                 (ii)     shared power to vote or to direct the vote
                          -0-

                 (iii)    sole power to dispose or to direct the disposition of
                          1,255,696
</TABLE>

                                       4





<PAGE>   5


                 (iv)     shared power to dispose or to direct the disposition
                          of 0


Item 5           Ownership of Five percent or less of a Class.

                 Not applicable

Item 6           Ownership of More than Five Percent on Behalf of Another
                 Person.

                 Of the shares listed in Item 4, 434,823 shares are held in a
                 fiduciary capacity by the Trust Department of Hancock Bank
                 under terms that give the reporting person sole voting rights
                 but no power of disposition.  The reporting person's sister
                 and her children are the beneficiaries of this trust and
                 therefore they have the right to receive and the power to
                 direct the receipt of dividends from, or the proceeds from the
                 sale of such shares.  The reporting person disclaims
                 beneficial ownership of these 434,823 shares.

                 Excluded from the shares listed in Item 4 and on Row 9 are
                 2,368.2 shares owned by the reporting person's spouse, as to 
                 which the reporting person disclaims beneficial ownership.

Item 7           Identification and Classification of the Subsidiary which
                 acquired the Security being reported on by the Parent Holding
                 Company.

                 Not applicable

Item 8           Identification and Classification of Members of Group.

                 Not applicable

Item 9           Notice of Dissolution of Group.

                 Not applicable
 
Item 10          Certification.
 
                 Not applicable

                                       5





<PAGE>   6


         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


__________________________________
Date


__________________________________
Leo W. Seal, Jr.





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