-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DJ8IdWlg59haKn0mzw7AX7ZPJ0lnCLpGnqmd12Ab0UAbCr0hL2ARAMvaTXMDH/IE aOa8LBNDolHFL/U8KJESIQ== 0001030798-02-000018.txt : 20020414 0001030798-02-000018.hdr.sgml : 20020414 ACCESSION NUMBER: 0001030798-02-000018 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 GROUP MEMBERS: WATKINS LUDLAM WINTER &STENNIS, P.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK HOLDING CO CENTRAL INDEX KEY: 0000750577 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 640693170 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-35593 FILM NUMBER: 02547505 BUSINESS ADDRESS: STREET 1: ONE HANCOCK PLZ STREET 2: P.O. BOX 4019 CITY: GULFPORT STATE: MS ZIP: 39501 BUSINESS PHONE: 6018684605 MAIL ADDRESS: STREET 1: ONE HANCOCK PLZ STREET 2: P O BOX 4019 CITY: GULFPORT STATE: MS ZIP: 39501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK HOLDING CO CENTRAL INDEX KEY: 0000750577 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 640693170 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE HANCOCK PLZ STREET 2: P.O. BOX 4019 CITY: GULFPORT STATE: MS ZIP: 39501 BUSINESS PHONE: 6018684605 MAIL ADDRESS: STREET 1: ONE HANCOCK PLZ STREET 2: P O BOX 4019 CITY: GULFPORT STATE: MS ZIP: 39501 SC 13G 1 hhc13g-021402_leoseal.htm SC 13G HANCOCK HOLDING COMPANY FOR LEO SEAL Hancock Schedule 13G 

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



                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 16)

                             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 filed out for a reporting  person's
intitial  filing on this form wich respect to the subject  class of  securities,
and for any subsequent admendment  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).










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                                               1,159,671.7
OF SHARES
BENEFICIALLY                             6.       SHARED VOTING POWER
OWNED BY                                             434,823
EACH
REPORTING                                7.       SOLE DISPOSITIVE POWER
PERSON                                               1,068,271.7
WITH
                                         8.       SHARED DISPOSITIVE POWER
                                                     434,823

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         1,594,494.7

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES*    [ ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
         14.1%

12.      TYPE OF REPORTING PERSON *
         IN

                       *SEE INSTRUCTION BEFORE FILLING OUT







CUSIP NO. 410120-10-9                 13G                    Page 3 of 6 pages
                        Amendment No. 16 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:

                           United States of America

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-a(b)
                           or 13d-2(b),  check whether the person filing is a :

                           (a)(  ) Broker or Dealer registered under Section 15
                                   of the Act
                           (b)(  ) Bank as defined in Section 3(a)(6) of the Act
                           (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 Investmentadvisers 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)item 4 Ownership:





CUSIP NO. 410120-10-9                 13G                    Page 4 of 6 pages

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:

                 (a)  Amount Beneficially owned:

                       1,594,494.7 shares  (including  434,823  shares  as  to
                       which  the reporting  person disclaims  beneficial
                       ownership as disclosed in Item 6.)

                 (b) Percent of Class:

                       14.1%

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

                     (i)  sole power to vote or to direct the vote:

                           1,159,671.7

                     (ii) shared power to vote or to direct the vote:

                           434,823

                     (iii)sole power to dispose or to direct the disposition of:

                           1,068,271.7

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

                           434,823

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
                 fiduciary capacity in the Trust Department of Hancock Bank.
                 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 peson disclaims beneficial
                 ownership of these 434,823 shares.  The shares listed in this
                 item also include 2,638.7 shares owned by the reporting
                 person's spouse and 91,400 shares held in a charitable trust as
                 to which the reporting person's spouse has voting authority,
                 as to which the reporting person disclaims beneficial
                 ownership.  Also included are 31,728 shares which Mr. Seal
                 has the option to buy through the Company's Employee Incentive
                 Plan.  Under the plan unexercised options do not have voting
                 rights.





                                                             Page 5 of 6 pages

                 Excluded from  the shares listed in  Item 4 and on  Row 9 are
                 226,717 shares which are held in Charitable Remainder Trusts
                 as to which Mr. Seal has no voting or dispositive powers.
                 These shares are reported only because Mr. Seal receives the
                 income generated from the Trusts.

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






CUSIP NO. 410120-10-9              13G                    Page 6 of 6 pages

Item 10          Certification

                 Not applicable


                 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.


  2/14/02
- ------------------------------
Date



  /s/ Leo W. Seal, Jr.
- ------------------------------
Leo W. Seal, Jr.
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