8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) November 20, 2012

MidSouth Bancorp, Inc.

(Exact name of registrant as specified in its charter)
Louisiana	1-11826	72-1020809
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
102 Versailles Boulevard, Lafayette, Louisiana		70501
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code    337-237-8343

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01                      Regulation FD Disclosure.

On November 20, 2012, PSB Financial Corporation (“PSB”) mailed a proxy statement to its shareholders in connection with the special meeting of PSB shareholders to approve the Agreement and Plan of Merger, dated as of September 26, 2012, between MidSouth Bancorp, Inc. (“MidSouth”) and PSB.  The proxy statement includes, among other things, unaudited pro forma combined financial information regarding MidSouth and PSB.  A copy of the unaudited pro forma combined financial information is furnished herewith as Exhibit 99.1.

Additional Information about this Transaction

In connection with the proposed transaction, PSB distributed to its shareholders a proxy statement that also includes information regarding MidSouth and the MidSouth securities that are expected to be privately issued in connection with the proposed transaction.  SHAREHOLDERS OF PSB ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS DISTRIBUTED BY PSB BECAUSE THEY CONTAIN IMPORTANT INFORMATION.  Shareholders of PSB will be able to obtain a free copy of the proxy statement by directing a request by telephone or mail to PSB Financial Corporation, 880 San Antonio Avenue, Many, LA  71449, Attention: Clay Abington, 318.238.4489.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE OR JURISIDICTION.

Participants in the Solicitation

PSB and its directors, executive officers, certain members of management and employees may have interests in the proposed transaction or be deemed to be participants in the solicitation of proxies of PSB’s shareholders to approve matters necessary to be approved to facilitate the proposed transaction.  Certain information regarding the participants and their interests in the solicitation will be set forth in the PSB proxy statement distributed in connection with the proposed transaction.  Shareholders may obtain additional information regarding the interests of such participants by reading the proxy statement for the proposed transaction.

Item 9.01                      Financial Statements and Exhibits.

(d)  Exhibits

99.1 Unaudited pro forma combined financial information

Signature

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.

		MIDSOUTH BANCORP, INC.
		(Registrant)
Date:	November 20, 2012	By:	/s/ James R. McLemore
			James R. McLemore Senior Executive Vice President and Chief Financial Officer

EX-99.1

The following unaudited pro forma statement of operations data for the nine months ended September 30, 2012, and for the year ended December 31, 2011, give effect to the merger as if it occurred on January 1, 2011. The unaudited pro forma combined balance sheet data was computed as if the merger had been completed on September 30, 2012. This information is based on the historical consolidated balance sheets and related adjusted historical consolidated statements of income of MidSouth and PSB and gives effect to the merger using the purchase method of accounting for business combinations. The pro forma financial information assumes that no adjustments are made to the merger consideration as a result of (1) PSB’s Adjusted Capital being below $26.0 million as of the closing date or (2) the credit losses on the specified loans for purposes of the CVR payment exceeding the threshold that would require adjustment thereto.

The companies may have performed differently had they been combined at the date or for the periods presented. You should not rely on the selected unaudited pro forma combined financial data as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that MidSouth will experience after the merger.

The unaudited pro forma combined financial data includes estimated adjustments to record assets and liabilities of PSB at their respective fair values and represents estimates based on available information.  The pro forma adjustments included herein are subject to change as additional information becomes available.  The final allocation of the purchase price will be determined after further analyses with respect to the fair value of tangible and intangible assets as of the date the merger is completed.  The excess of the total purchase price over the net of the amounts assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill.  The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.

MidSouth Bancorp, Inc. and Subsidiaries
Unaudited Pro Forma Combined Consolidated Balance Sheet
(in thousands)
	September 30, 2012
	MidSouth			PSB Financial			Pro Forma
	Bancorp, Inc.			Corp			Acquisition					Combined
Assets	Historical			Historical			Adjustments					Pro Forma
Cash and due from banks	$	57,155		$	22,348		$	(27,603	)	(1	)	$	51,900
Federal funds sold		2,500			5,800			-					8,300
Time Deposits in other banks		709			-			-					709
Securities available-for-sale		341,170			162,849			-					504,019
Securities held-to-maturity		117,628			-			-					117,628
Other investments		5,820			2,489			-					8,309
Loans		808,833			269,684			(14,000	)	(2	)		1,064,517
Allowance for loan losses		(7,374	)		(3,580	)		3,580		(3	)		(7,374	)
Loans, net of allowance		801,459			266,104			(10,420	)				1,057,143
Bank premises and equipment, net		48,086			11,834			5,000		(4	)		64,920
Accrued interest receivable		5,562			2,055			-					7,617
Goodwill		24,824			3,364			8,031		(5	)		36,219
Other assets		24,023			16,586			6,248		(6	)		46,857
Total Assets	$	1,428,936		$	493,429		$	(18,744	)			$	1,903,621
Liabilities and Stockholders' Equity
Liabilities:
Deposits	$	1,179,012		$	402,995		$	385		(7	)	$	1,582,392
Notes payable		-			27,483			-					27,483
Securities sold under repurchase agreements		55,233			1,085			-					56,318
Junior subordinated debenture		15,465			13,919			-					29,384
Other liabilities		10,891			7,667			151		(8	)		18,709
Total liabilities		1,260,601			453,149			536					1,714,286
Stockholders' Equity:
Preferred stock		32,000			9,603			397		(9	)		42,000
Common stock		1,063			720			(644	)	(10	)		1,139
Additional paid-in-capital		99,066			477			10,447		(11	)		109,990
Unearned ESOP shares		-			(173	)		173		(12	)		-
Accumulated other comprehensive income		9,390			3,245			(3,245	)	(13	)		9,390
Treasury stock		(3,286	)		-			-					(3,286	)
Retained earnings		30,102			26,408			(26,408	)	(14	)		30,102
Total stockholders' equity		168,335			40,280			(19,280	)				189,335
Total Liabilities and Stockholders' Equity	$	1,428,936		$	493,429		$	(18,744	)			$	1,903,621
(1) To record $18 million of cash paid to PSB common stockholders (including the CVR threshold amount of $2 million) and $9.603 million paid to PSB preferred stockholders for redemption of shares
(2) To record estimated fair value adjustment of PSB's loans
(3) To eliminate preacquisition allowance for loan losses on PSB's financial statements
(4) To record estimated fair value adjustment of PSB's premises and equipment
(5) To eliminate preacquisition goodwill on PSB's financial statements and record goodwill on acquisition
(6) To record estimated fair value of the core deposit intangible of PSB
(7) To record estimated fair value adjustment of PSB's time deposits
(8) To record the estimated deferred income taxes of PSB
(9) To record the redemption of PSB preferred stock and the issuance of MidSouth preferred stock to be issued to PSB's stockholders
(10) To eliminate the par value of PSB common stock and to record the par value of MidSouth stock to be issued to PSB's stockholders
(11) To eliminate the the additional paid-in-capital on PSB's financial statements and record the excess of fair value over par value of MidSouth common stock to be issued to PSB's stockholders
(12) To eliminate value of preacquisition unearned ESOP shares on PSB's financial statements
(13) To eliminate preacquisition accumulated other comprehensive income on PSB's financial statements
(14) To eliminate preacquisition retained earnings on PSB's financial statements

The following table provides the calculation of the purchase price used in the pro forma financial statements.
MidSouth Bancorp, Inc. and Subsidiaries
Purchase Price Allocation
(in thousands)
Allocation of purchase price:
Common stock (756,534 shares at $14.54 per share)	$	11,000
Preferred stock (100,000 shares at $100.00 per share)		10,000
Cash		18,000
Net assets acquired (book value)		(30,677	)
		8,323
Allocated to:
Loans, net of allowance		(10,420	)
Bank premises and equipment, net		5,000
Core deposit intangible		6,248
Deferred income tax liability		(151	)
Deposits		(385	)
Write-off of goodwill on PSB's books		(3,364	)
Total allocations		(3,072	)
Purchase price less allocation to identifiable assets and liabilities (goodwill)	$	11,395

MidSouth Bancorp, Inc. and Subsidiaries
Unaudited Pro Forma Combined Consolidated Statement of Operations
(in thousands)
	For the Nine Months Ended September 30, 2012
	MidSouth		PSB Financial			Pro Forma
	Bancorp, Inc.		Corp			Acquisition					Combined
	Historical		Historical				Adjustments				Pro Forma
Interest income:
Loans, including fees	$	37,298	$	11,003		$	1,650		(1	)	$	49,951
Investments		8,609		3,208			(675	)	(2	)		11,022
							(120	)	(3	)
Federal funds sold		6		13			-					19
Interest bearing deposits in other banks		73		37			-					110
Total interest income		45,986		14,261			855					61,102
Interest expense:
Deposits		3,189		1,675			(86	)	(4	)		4,778
Other borrowings		564		559			-					1,123
Junior subordinated debentures		733		401			-					1,134
Total interest expense		4,486		2,635			(86	)				7,035
Net interest income		41,500		11,626			941					54,067
Provision for loan losses		1,550		154			-					1,704
Net interest income after provision for loan losses		39,950		11,472			941					52,363
Non-interest income:
Service charges on deposits		5,590		1,492			-					7,082
Gain or loss on securities, net		204		(194	)		-					10
Other charges and fees		5,453		1,072			-					6,525
Total non-interest income		11,247		2,370			-					13,617
Non-interest expenses:
Salaries and employee benefits		18,511		5,425			(1,485	)	(5	)		22,451
Occupancy expense		8,283		1,449			-					9,732
FDIC Insurance		695		229			-					924
Other		12,599		3,870			(521	)	(6	)		15,948
Total non-interest expenses		40,088		10,973			(2,007	)				49,055
Income before income taxes		11,109		2,869			2,948					16,926
Provision for income taxes		3,096		703			1,032					4,831
Net earnings	$	8,013	$	2,166		$	1,916				$	12,095
Dividends on preferred stock		1,180		146			300		(7	)		1,626
Net earnings available to common shareholders	$	6,833	$	2,020		$	1,616				$	10,469
Weighted average common shares outstanding:
Basic		10,471		73								11,228
Diluted		10,499		73								11,256
Earnings per share:
Basic	$	0.65	$	27.75							$	0.93
Diluted	$	0.65	$	27.75							$	0.93
(1) To record the accretion of the fair value adjustments to loans
(2) To record the increase in bond amortization as a result of the acquisition
(3) To record the opportunity cost of cash paid out to PSB shareholders
(4) To record the amortization of the fair value adjustments to deposits
(5) To record the estimated cost savings resulting from the acquisition
(6) To record the estimated cost savings resulting from the acquisition, net of the core deposit intangible amortization
(7) To record the dividend on preferred stock issued to PSB shareholders

MidSouth Bancorp, Inc. and Subsidiaries
Unaudited Pro Forma Combined Consolidated Statement of Operations
(in thousands)
	For the Twelve Months Ended December 31, 2011
	MidSouth		PSB Financial		Pro Forma
	Bancorp, Inc.		Corp		Acquisition					Combined
	Historical		Historical		Adjustments					Pro Forma
Interest income:
Loans, including fees	$	41,887	$	14,001	$	2,800		(1	)	$	58,688
Investments		8,910		4,971		(1,000	)	(2	)		12,721
						(160	)	(3	)
Federal funds sold		14		17		-					31
Interest bearing deposits in other banks		196		19		-					215
Total interest income		51,007		19,008		1,640					71,655
Interest expense:
Deposits		4,023		3,074		(231	)	(4	)		6,866
Other borrowings		808		1,392		-					2,200
Junior subordinated debentures		971		778		-					1,749
Total interest expense		5,802		5,244		(231	)				10,815
Net interest income		45,205		13,764		1,871					60,840
Provision for loan losses		3,925		729		-					4,654
Net interest income after provision for loan losses		41,280		13,035		1,871					56,186
Non-interest income:
Service charges on deposits		6,921		3,076		-					9,997
Gain or loss on securities, net		99		1,816		-					1,915
Other charges and fees		6,041		139		-					6,180
Total non-interest income		13,061		5,031		-					18,092
Non-interest expenses:
Salaries and employee benefits		21,763		7,867		(1,237	)	(5	)		28,393
Occupancy expense		9,281		1,129		-					10,410
Other		18,260		5,756		(200	)	(6	)		23,816
Total non-interest expenses		49,304		14,752		(1,437	)				62,619
Income before income taxes		5,037		3,314		3,308					11,659
Provision for income taxes		564		854		1,158					2,576
Net earnings	$	4,473	$	2,460	$	2,150				$	9,083
Dividends on preferred stock		1,802		195		400		(7	)		2,397
Net earnings available to common shareholders	$	2,671	$	2,265	$	1,750				$	6,686
Weighted average common shares outstanding:
Basic		9,787		73							10,544
Diluted		9,799		73							10,556
Earnings per share:
Basic	$	0.27	$	31.02						$	0.63
Diluted	$	0.27	$	31.02						$	0.63
(1) To record the accretion of the fair value adjustments to loans
(2) To record the increase in bond amortization as a result of the acquisition
(3) To record the opportunity cost of cash paid out to PSB shareholders
(4) To record the amortization of the fair value adjustments to deposits
(5) To record the estimated cost savings resulting from the acquisition
(6) To record the estimated cost savings resulting from the acquisition, net of the core deposit intangible amortization
(7) To record the dividend on preferred stock issued to PSB shareholders