HANCOCK HOLDING CO
8-K, 1998-08-21
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC. 20549





                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                        Date of Report (Date of earliest event reported):
                                          July 27, 1998




                             HANCOCK HOLDING COMPANY

                      (Exact name of registrant as specified in its charter)

 Mississippi                   0-13089                    64-0169065
 (State or other           (Commission File            (I.R.S. Employer
 jurisdiction of               Number)                  Identification
 incorporation)                                            Number)

                            One Hancock Plaza
                           Gulfport, Mississippi                39501
                 (Address of principal executive offices)     (Zip code)

                             (228) 868-4000
                   (Registrant's telephone number, including area code)





<PAGE>



Item 5. Other Events

     On  August  18,  1998,  Hancock  Holding  Company  issued  a press  release
regarding the termination of the pending merger of American Security Bancshares,
Inc.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

               (c)     Exhibits.

                               99.     Press Release issued by Hancock Holding
                                       Company dated August 18, 1998, headed 
                                       "Hancock Holding Company Announces 
                                       Termination of Louisiana Merger."

                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated:   August    18, 1998

                                      HANCOCK HOLDING COMPANY



                                      By:
                                             /s/ Leo W. Seal, Jr.
                                             Chairman of the Board,
                                             President and Chief
                                             Executive Officer






                 Exhibit 99 to Hancock Holding Company Form 8-K

                             HANCOCK HOLDING COMPANY

FOR IMMEDIATE RELEASE                 FOR MORE INFORMATION
August 18, 1998                            Leo W. Seal, Jr.
                                           President and Chief Executive Officer
                                           Carl J. Chaney
                                           Chief Financial Officer
                                           (228) 868-4727
- --------------------------------------------------------------------------------

             HANCOCK HOLDING COMPANY ANNOUNCES TERMINATION OF LOUISIANA
                                  MERGER

GULFPORT,  MS --- On April 14, 1998,  Hancock Holding Company  (Hancock) entered
into an agreement for the acquisition of American  Security  Bancshares of Ville
Platte, Inc. (American Security),  Ville Platte,  Louisiana, and its subsidiary,
American  Security Bank (ASB).  On June 17, 1998,  Hancock was notified that ASB
had failed to renew a lease of one of its branch locations,  which accounted for
approximately 17% of its total deposits and approximately 32% of its total loans
at March 31, 1998.

        Hancock  determined  that American  Security would not be able to comply
with  the  terms  of the  agreement,  due in part to the  loss of the  lease  by
American Security. Hancock began discussions with American Security to determine
a solution to resolve these issues,  including a possible mutual  termination of
the agreement.

        On July 27, 1998,  American  Security  filed a lawsuit  against  Hancock
seeking,  among other  things,  specific  performance  of the merger  agreement.
American  Security asserts that Hancock does not have the right to terminate the
agreement  and that Hancock has breached the  agreement by asserting  that it is
terminated.

        Hancock  denies the  assertions  and  intends to  vigorously  pursue all
remedies  available to it. However,  there can be no assurance that Hancock will
prevail in such litigation.

        The parent  company of Hancock  Bank  Mississippi  and  Hancock  Bank of
Louisiana, Hancock Holding Company operates 80 full-service offices and over 100
automated  teller  machines  through banks in South  Mississippi  and Louisiana.
Company  subsidiaries  include Hancock  Mortgage  Corporation,  Harrison Finance
Company and Hancock Investment Services, Inc.

        Hancock Holding Company  (NASDAQ/NMS:HBHC) common stock is listed on the
Nasdaq Stock  Market,  Inc.,  under the symbol HBHC and in the Nasdaq  newspaper
quotations under the abbreviation HancHd.



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