-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, AXZKQtd+14dir0gxTligTn3kXCNGkrxIUbp6jT2HDWPU/5nVgL8kXGAZy2Q7nind XgvmMj+X9gk/H4GiP2j67Q== 0000950124-94-000239.txt : 19940207 0000950124-94-000239.hdr.sgml : 19940207 ACCESSION NUMBER: 0000950124-94-000239 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MIDSOUTH CORP /DE/ CENTRAL INDEX KEY: 0000807359 STANDARD INDUSTRIAL CLASSIFICATION: 4011 IRS NUMBER: 640736410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 34 SEC FILE NUMBER: 005-38495 FILM NUMBER: 94504361 BUSINESS ADDRESS: STREET 1: 111 E CAPITOL ST CITY: JACKSON STATE: MS ZIP: 39201 BUSINESS PHONE: 6013537508 FORMER COMPANY: FORMER CONFORMED NAME: MIDSOUTH CORP DATE OF NAME CHANGE: 19890719 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWESTERN MUTUAL LIFE INSURANCE CO CENTRAL INDEX KEY: 0000073076 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 390509570 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 720 E WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142711444 MAIL ADDRESS: STREET 1: 720 EAST WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 SC 13G/A 1 SCHEDULE 13-G AMENDMENT NO.1 1 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 WASHINGTON, D.C. 20549 Expires: October 31, 1994 Estimated average burden hours per response...14.90 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* MIDSOUTH CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 598041 10 1 (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 1 of 5 pages 2 CUSIP No. 598041 10 1 13G Page 2 of 5 Pages AMENDMENT NO. 1 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY 39-0509570 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION WISCONSIN NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6. SHARED VOTING POWER REPORTING PERSON 0 WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12. TYPE OF REPORTING PERSON* IC *SEE INSTRUCTION BEFORE FILLING OUT! 3 CUSIP No. 598041 10 1 13G Page 3 of 5 Pages AMENDMENT NO. 1 ITEM 1 (a) Name of Issuer: MIDSOUTH CORPORATION (b) Address of Issuer's Principal Executive Offices: 111 EAST CAPITOL STREET, JACKSON, MISSISSIPPI 39201 ITEM 2 (a) Name of Person Filing: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (b) Address of Principal Business Office: 720 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202 (c) Citizenship: WISCONSIN (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: 598041 10 1 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(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) [X] 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 Rule 13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b) (ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H)(1) 4 CUSIP No. 598041 10 1 13G Page 4 of 5 Pages AMENDMENT NO. 1 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 0 (b) Percent of Class 0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 0 Instruction: For computations regarding securities which represent a right to acquire an underlying security see Rule 13d- 3(d)(1). ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of a class of securities, check the following [ X ]. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON N/A ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED A SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY N/A ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP N/A 5 CUSIP No. 598041 10 1 13G Page 5 of 5 Pages AMENDMENT NO. 1 ITEM 9 NOTICE OF DISSOLUTION OF GROUP N/A ITEM 10 CERTIFICATION ITEM 11 EXHIBIT 99 By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes of effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the correct information set forth in this statement is true, complete and correct. February 3, 1994 Date THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: CAROL L. KRACHT Carol L. Kracht Assistant General Counsel EX-99 2 SCHEDULE 13G 1 Exhibit 99 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 WASHINGTON, D.C. 20549 Expires: October 31, 1994 Estimated average burden hours per response...14.90 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MIDSOUTH CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 598041 10 1 (CUSIP Number) Check the following box if a fee is being paid with this statement [ X ]. (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 1 of 5 pages 2 CUSIP No. 598041 10 1 13G Page 2 of 5 Pages 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY #39-0509570 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION WISCONSIN, U.S.A. NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY 832,000 OWNED BY EACH 6. SHARED VOTING POWER REPORTING PERSON INAPPLICABLE WITH 7. SOLE DISPOSITIVE POWER 832,000 8. SHARED DISPOSITIVE POWER INAPPLICABLE 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 832,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.1% 12. TYPE OF REPORTING PERSON* IC *SEE INSTRUCTION BEFORE FILLING OUT! 3 CUSIP No. 598041 10 1 13G Page 3 of 5 Pages ITEM 1 (a) Name of Issuer: MIDSOUTH CORPORATION (b) Address of Issuer's Principal Executive Offices: 111 EAST CAPITOL STREET, JACKSON, MISSISSIPPI 39201 ITEM 2 (a) Name of Person Filing: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (b) Address of Principal Business Office: 720 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202 (c) Citizenship: WISCONSIN, U.S.A. (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: 598041 10 1 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(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) [X] 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 Rule 13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H)(1) 4 CUSIP No. 598041 10 1 13G Page 4 of 5 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 832,000 (b) Percent of Class 8.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 832,000 (ii) shared power to vote or to direct the vote INAPPLICABLE (iii) sole power to dispose or to direct the disposition of 832,000 (iv) shared power to dispose or to direct the disposition of INAPPLICABLE Instruction: For computations regarding securities which represent a right to acquire an underlying security see Rule 13d-3(d)(1). ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of a class of securities, check the following [ ]. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Inapplicable ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED A SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Inapplicable ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Inapplicable 5 CUSIP No. 598041 10 1 13G Page 5 of 5 Pages ITEM 9 NOTICE OF DISSOLUTION OF GROUP Inapplicable ITEM 10 CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the correct information set forth in this statement is true, complete and correct. 1/20/92 Date J. THOMAS CHRISTOFFERSON Signature J. Thomas Christofferson, Vice President Name/Title -----END PRIVACY-ENHANCED MESSAGE-----