-----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, tUBNeNaQwnIVDz0NCPAMPoHUrXnY0D7UHnnbdeAlrRAieco0o8beAkPDv1LlMwoF I2iQqUBeigrMcKga9OlOPQ== 0000906280-95-000065.txt : 19950726 0000906280-95-000065.hdr.sgml : 19950726 ACCESSION NUMBER: 0000906280-95-000065 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950725 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDSOUTH BANCORP INC CENTRAL INDEX KEY: 0000745981 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 721020809 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-11826 FILM NUMBER: 95555849 BUSINESS ADDRESS: STREET 1: 102 VERSAILLES BLVD CITY: LAFAYETTE STATE: LA ZIP: 70501 BUSINESS PHONE: 3182378343 MAIL ADDRESS: STREET 1: 102 VERSAILLES BLVD CITY: LAFAYETTE STATE: LA ZIP: 70501 8-A12B 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MIDSOUTH BANCORP, INC. (Exact name of registrant as specified in charter) Louisiana 72-1020809 (State of incorporation or (I.R.S. Employer organization) Identification No.) 102 Versailles Boulevard, Lafayette, LA 70501 (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. ______ If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. _______ Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange to be so registered on which each class is to be registered Cumulative Convertible Preferred Stock, American Stock Exchange Series A, no par value, $14.25 stated value Common Stock, .10 par value American Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: none INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. General. MidSouth Bancorp, Inc. (the "Company") has five million shares of common stock, $0.10 par value per share (the "Common Stock") and five million shares of no par value preferred stock (the "Preferred Stock") authorized for issuance by the Company's Board of Directors (the "Board"). As of July 31, 1995, the effective date of this registration, the Company had issued and outstanding 719,650 shares of Common Stock and 187,286 shares of Preferred Stock, and 243,889 shares of Common Stock were reserved for issuance upon conversion of Preferred Stock, the exercise of stock options and other purposes. The rights of shareholders of Common Stock, as described below, are subject to the prior rights of holders of the Preferred Stock, as described below, which may from time to time be outstanding. The Common Stock has previously been registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, in connection with the listing of the Common Stock on the American Stock Exchange Emerging Companies Market Place. The Common Stock is to be delisted from the Emerging Companies Market Place and relisted on the regular American Stock Exchange. This Form 8-A relates to the registration of the Company's Common Stock and Series A Preferred Stock, as described below under the caption "Series A Preferred Stock," to be listed on the regular American Stock Exchange. This Registration Statement describes both the Common Stock and Series A Preferred Stock. The following description of the Company's securities is qualified in its entirety by reference to the Company's Amended and Restated Articles of Incorporation (the "Articles") and Amended and Restated By-laws (the "By-laws") and to the applicable provisions of the Louisiana Business Corporation Law ("LBCL"). Common Stock Dividend Rights. Holders of outstanding Common Stock ("Common Shareholders") are entitled to receive such dividends, if any, as may be declared by the Board, in its discretion, out of funds legally available therefor. Voting Rights. Common Shareholders are entitled to one vote per share on all matters to be voted on by the shareholders, subject to the provisions of the Louisiana Control Share Acquisition Statute, described below. Common Shareholders do not have cumulative voting rights. Liquidation Rights. In the event of the liquidation of the Company, after payment of debts and expenses and any payment due on Preferred Stock, if any is at the time outstanding, the Common Shareholders will be entitled to receive all remaining assets of the Company ratably in proportion to the number of shares held by them. Preemptive Rights. Common Shareholders do not have the right to subscribe to any additional capital stock that may be issued by the Company. Preferred Stock. The Board is authorized, without action of shareholders except as described under "Series A Preferred Stock" below, to issue up to five million shares of Preferred Stock from time to time, and to fix the preferences, limitations and relative rights of the shares of Preferred Stock and Common Stock, as well as to establish and fix variations in the preferences, limitations and relative rights between different series of Preferred Stock. Shares of Preferred Stock authorized by the Board may have dividend, liquidation, voting and other rights superior to shares of Common Stock. In addition, the Board may grant to the holders of Preferred Stock the right to elect one or more directors or the right to convert shares of Preferred Stock into Common Stock. One of the effects of the existence of undesignated Preferred Stock and authorized but unissued Common Stock may be to enable the Board to make more difficult or to discourage an attempt to obtain control of the Company. For example, shares of Common or Preferred Stock could be sold privately to purchasers who might support the Board in a control contest or could be sold to dilute the voting or other rights of a person seeking to obtain control. In addition, the Board could cause the Company to issue Preferred Stock entitling holders (1) to vote separately as a class on any proposed transaction, (2) to convert Preferred Stock into Common Stock, (3) to demand redemption at a specified price in connection with a change in control or (4) to exercise other rights designed to impede a takeover. In addition, although the Board will authorize the issuance of Common or Preferred Stock only when it considers doing so to be in the best interest of shareholders, the issuance of additional shares may, among other things, have a dilutive effect on earnings and equity per share of Common Stock and on the voting rights of the Common Shareholders. Certain Provisions of the Articles and By-laws Approval of Continuing Directors for Issuance of Capital Stock. The Articles provide that the issuance of Common or Preferred Stock must be authorized by a majority of Continuing Directors, in addition to a majority of the members of the Board present at a meeting of directors. A Continuing Director is defined in the Articles as a person who (1) was a member of the Board on March 3, 1993 or (2) became a member of the Board after March 3, 1993 upon the nomination of the Board at a time when a majority of the members were Continuing Directors. Directors. The Articles provide for the Board to be divided into three classes, as nearly equal in number as possible, with members of each class to serve for three years and with one class being elected each year. A director may be removed only for cause by the affirmative vote of the holders of not less than 80% of the total voting power and only at a special shareholders' meeting called for such purpose. At the same meeting at which the shareholders remove one or more directors, the shareholders may elect a successor or successors for the unexpired term or terms. Any vacancy on the Board (including any vacancy resulting from an increase in the authorized number of directors, from the removal of a director, from a failure of the shareholders to elect the full number of authorized directors or from the death, interdiction or resignation of a director) may, notwithstanding any resulting absence of a quorum of directors, be filled by the affirmative vote of a majority of all of the Continuing Directors remaining in office unless the shareholders fill the vacancy at a special meeting called for that purpose prior to such action. Directors elected to fill a vacancy serve until the next shareholders' meeting held for the election of directors of the class to which he or she has been appointed and until his or her successor is elected and qualified. Classification of the Board helps to assure the continuity and stability of the Company's management and policies, since a majority of the directors at any time will have served on the Board for at least one year. A minimum of two annual shareholders' meetings would be necessary to change the majority of the Board, and the holders of more than 50% of the Common Stock may elect all of the directors over the course of three years. Because the classified Board structure makes it more difficult for the Company's shareholders to change the control of the Board for any reason, including performance, however, the classified Board structure tends to perpetuate existing management. In addition, the structure may discourage tender offers or other acquisitions of the Company's stock by persons desiring to change the Board. The removal provisions would preclude a third party from gaining control of the Board by removing incumbent directors without cause and filling the vacancies created thereby with its own nominees. Without this provision, under the LBCL, directors could be removed with or without cause by vote of a majority of the voting power. A party controlling the requisite vote could circumvent the classified board structure by calling a special shareholders' meeting, removing the incumbent directors and electing its own slate of directors. Providing that directors may be removed only for cause and only by 80% of the total voting power protects the classified board structure against such action. The provision, however, reduces the power of shareholders to remove incumbent directors. The provision relating to filling vacancies on the Board eliminates the ability of directors who oppose existing directors, or successors supported by existing directors, to increase their control over the Board by filling vacancies. Also, because a director elected by the Continuing Directors to fill a vacancy serves until the next shareholders' meeting held for the election of directors of the class to which he or she has been appointed, shareholders may be prevented from electing another director to fill that seat for up to three years, unless the director may be removed. Evaluation of Tender Offers and Other Extraordinary Transactions. The Articles contain a provision allowing the Board, when evaluating a tender offer or an offer to make a tender or exchange offer or to effect a merger, consolidation or share exchange, to consider certain enumerated factors in exercising its judgment in determining what is in the best interests of the Company and its shareholders. These factors include considerations other than the fact that the price per share offered by the potential acquiror may be higher than the recent trading price. The LBCL currently allows the Board to consider the same factors set forth in the Articles. The provision is included in the Articles so that any change in the LBCL will not affect the Board's existing power in this area and so that the provision will be given greater force by virtue of its approval by the Company's shareholders. Because the provisions may provide the Board with legally sanctioned justifications for resisting a takeover attempt when the price per share offered by the potential acquiror is greater than the recent trading price per share, the provision may have the effect of discouraging in advance or even defeating an acquisition proposal. The provision may also dissuade shareholders displeased with the Board's response to an acquisition proposal from initiating a derivative suit against the Board or from seeking to enjoin certain actions of the Board. As such, the provision may have the effect of maintaining the position of incumbent management. The provision will not make a business combination regarded by the Board as being in the best interests of the Company and its shareholders more difficult to accomplish. Board Nominations. The Articles provide that in order for a shareholder to nominate a person for election as a director, the shareholder must give written notice to the Company by January 15; provided, that if the Company gives notice of either an annual meeting called for a date after May 31 or of a special shareholders' meeting, then the shareholder notice must be received by the Company no later than the close of business on the tenth day after the Company's notice is given. A shareholder notice must contain certain information, including the name, age, address and principal occupation of the proposed nominee, the number of shares of capital stock of the Company beneficially owned by the proposed nominee, and a description of the relationship between the shareholder giving the notice and the proposed nominee. Two inspectors, not affiliated with the Company, appointed by the Company's Secretary, will determine whether the notice provisions were met. The nomination provision is designed to give the Board sufficient time to consider whether the Board wishes to support the nomination of the proposed nominee and helps to ensure that the shareholders' meeting will be conducted in an orderly fashion. Because a shareholder who does not comply with the notice provisions may be prevented from nominating a director at a meeting, the provision may make a change in control of the Board more difficult. The foregoing provisions do not apply to holders of Series A Preferred Stock in situations in which the Series A Preferred Stock is entitled to elect directors. See "Series A Preferred Stock." Limitation of Certain Liabilities of Directors and Officers, Indemnification and Insurance. The Articles contain a provision that eliminates any personal liability of the Company's directors and officers to the Company and its shareholders for monetary damages for breach of his or her duty of care to them. A director or officer is liable, however, for monetary damages for (1) a breach of his or her duty of loyalty to the Company or its shareholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) knowingly, or without the exercise of reasonable care and inquiry, authorizing the payment of an unlawful dividend or distribution or the repurchase or redemption of the Company's stock in violation of law, or (4) any transaction from which the director or officer derived an improper personal benefit. The Articles also authorize the Board to adopt by-laws and resolutions providing for indemnification of directors and officers of the Company and of its subsidiaries and of other persons to the full extent permitted by law. The Board has adopted By-laws containing a provision granting such indemnification to the Company's directors and officers, and the Company's shareholders ratified the adoption of this provision at a meeting held on April 7, 1993. In addition, the Articles authorize the Board to cause the Company to enter into contracts with present and future directors and officers of the Company and its subsidiaries, and with others, providing for the elimination of liability described above and for indemnification to the full extent permitted by law. The Articles also authorize the Board to exercise the power granted by Section 83(F) of the LBCL, which, in addition to giving the Company broad powers to procure insurance for director and officer liability, authorizes the Company to create trust funds or other forms of self-insurance for the payment of such liability. The Articles authorize the Board to cause the Company to approve for its subsidiaries limitation of liability and indemnification provisions comparable to those discussed above. Any amendment or repeal of the limitation of liability and indemnification provisions may not adversely affect any rights granted thereunder with respect to any act or omission occurring prior to the time of such amendment or repeal. The limitation of liability, indemnification and insurance provisions could have the effect of reducing the likelihood that a shareholder would bring a derivative suit against the Company's directors and officers for reasons which may include their resistance of an attempted change in control of the Company, because the chance of recovery by the Company and its shareholders is reduced in general. Special Shareholders' Meetings. Pursuant to the Articles, the Company's shareholders are able to cause special shareholders' meetings to be called only upon the written request of any shareholder or group of shareholders holding in the aggregate at least 80% of the total voting power. The LBCL allows shareholders' meetings to be called upon request of 20% of the total voting power (except as provided in the articles or in a by-law adopted by shareholders). The provision has the effect of reducing the power of shareholders to force the Company to hold a shareholders' meeting. Vote on Certain Transactions and Amendments to Articles. The Articles provide that if a proposal to be presented to the shareholders has been recommended by a majority of all of the Continuing Directors, then the affirmative vote of the holders of a majority of the voting power present at the shareholders' meeting called for the purpose will be required to approve a merger, consolidation, share exchange, disposition of all or substantially all of the Company's assets, dissolution or an amendment to the Company's Articles, and the affirmative vote of a majority of the votes cast will be required to approve any other proposal (which in each case is the minimum vote allowed by the LBCL). If a proposal has not been recommended by a majority of all of the Continuing Directors, then the affirmative vote of 80% of the total voting power with respect to each such matter will be required to constitute shareholder approval. Louisiana Fair Price Protection Statute. In addition to the vote described above, the requirements of the Louisiana Fair Price Protection and Control Share Acquisition Statutes will apply to actions covered by those statutes. The Louisiana Fair Price Protection Statute requires that any "Business Combination" (defined to include a merger, consolidation, share exchange, certain asset distributions and certain issuances of securities) with a shareholder who is the beneficial owner of ten percent or more of the voting power of the Company (an "Interested Shareholder") or an affiliate of an Interested Shareholder be recommended by the Board. Additionally, the Business Combination must be approved by the affirmative vote of at least (1) 80% of the votes entitled to be cast by outstanding shares of voting stock of the Company voting together as a single voting group, and (2) two-thirds of the votes entitled to be cast by holders of voting stock other than voting stock held by the Interested Shareholder who is, or whose affiliate is, a party to the Business Combination or an affiliate or associate of the Interested Shareholder, voting together as a single group. These votes are not required if certain minimum price, form of consideration and procedural requirements are satisfied by the Interested Shareholder. Louisiana Control Share Acquisition Statute. The Louisiana Control Share Acquisition Statute provides that any shares acquired by a person or group (an "Acquiror") in an acquisition that causes such person or group to have the power to direct the exercise of voting power in the election of directors in excess of 20%, 33-1/3% or 50% thresholds will have only such voting power as is accorded by the holders of all shares other than "Interested Shares," as defined below, at a meeting called for the purpose of considering the voting power to be accorded to such shares. "Interested Shares" include all shares as to which the Acquiror, any officer of the Company and any director of the Company who is also an employee of the Company, may exercise or direct the exercise of voting power. If a meeting of shareholders is held to consider the voting rights to be accorded to an Acquiror and the shareholders do not vote to accord voting rights to such shares, the Company may have the right to redeem the shares held by the Acquiror for their fair value. The statute permits the Articles or By-laws to exclude from the statute's application acquisitions occurring after the adoption of the exclusion. By-Laws. The Articles provide that the Company's By-laws may be adopted only by a majority vote of all of the Continuing Directors and may be amended or repealed only by majority vote of all of the Continuing Directors or by the affirmative vote of the holders of 80% of the total voting power. A proposal to amend or repeal the By-laws may only be considered at an annual or special shareholders' meeting the notice of which expressly states that the proposed amendment or repeal is to be considered at the meeting. Series A Preferred Stock General. In connection with the merger of Sugarland Bancshares, Inc. ("Sugarland") into the Company, the Company issued 187,286 shares of its Cumulative Convertible Preferred Stock, Series A, no par value, $14.25 per share stated value ("Series A Preferred Stock"). The following is a summary of the rights and preferences of the Series A Preferred Stock as contained in Article IIIE of the Articles, to which reference should be made for a more complete understanding of the terms of the Series A Preferred Stock. Dividend Rights. Holders of the Series A Preferred Stock are entitled to receive, but only when, as and if declared by the Board, and out of the funds of the Company legally available for that purpose, cumulative cash dividends at an annual rate of 8.28% of the stated value of the Series A Preferred Stock for 1995, and thereafter at an annual rate fixed on December 31 of each year for the ensuing calendar year, equal to the yield for Government Bonds and Notes maturing in December of the following year, as published in the Treasury Bonds, Notes and Bills Section of the last issue of the Wall Street Journal published each year, plus 1% per annum, and no more; provided that the annual dividend rate shall in no case be greater than 10% nor less than 6%, and that, from and after the tenth anniversary of the date of issuance of the Series A Preferred Stock the annual dividend rate will be fixed at 10%. If more than one yield is shown for December maturities, the average will be applied. If no yield is quoted for December maturities, the yield for the next earlier available month will be applied. If any quarterly dividend is not paid when due, the unpaid amount will bear interest at a rate of 10% per annum until paid. Dividends on the Series A Preferred Stock are payable only from legally available funds, defined in the Articles to mean such amount of the surplus of the Company as may be paid under the LBCL as may be provided in cash by the Company's wholly- owned subsidiary, MidSouth National Bank, to the Company as a dividend under applicable statutes and regulations of the U.S. Comptroller of the Currency and that would not result in the Company or MidSouth National Bank having capital ratios of less than the required minimum regulatory capital ratios, or failing to be "adequately capitalized" within the meaning of applicable law and regulations, or being in violation of any law, regulation or regulatory directive, agreement or order. Dividends payable on the Series A Preferred Stock will be paid on the first day of January, April, July and October of each year or on such earlier dates as the Board may from time to time fix as the dates for payment of quarterly dividends on Common Stock, except that the initial dividend on the Series A Preferred Stock will be payable on the first day of January, 1996, and will be in an amount, at the applicable dividend rate, based on the number of days between the date of original issuance and the dividend payment date minus 90 days, provided that the aggregate amount payable will be reduced by the amount by which certain expenses of Sugarland in connection with the merger of Sugarland into MidSouth pursuant to which the Series A Preferred Stock was issued exceed $110,000 (the "Subtracted Amount"). In any case in which the Subtracted Amount is greater than the amount of the dividend otherwise payable on January 1, 1996 such excess will be deducted from the amount otherwise payable on April 1, 1996. As long as any shares of Series A Preferred Stock are outstanding, the Company may not declare, pay or set apart for payment any dividend on any shares of its Common Stock or other capital stock ranking junior to the Series A Preferred Stock as to dividends or liquidation rights (collectively, "Junior Securities") or make any payment on account of, or set apart for payment money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any of the Junior Securities or any warrants, rights, calls or options exercisable for or convertible into any of the Junior Securities, or make any distribution in respect thereof, either directly or indirectly, whether in cash, other property, obligations or shares of the Company (other than distributions or dividends in Junior Securities to the holders of Junior Securities), and may not permit any corporation or other entity directly or indirectly controlled by the Company to purchase or redeem any of the Junior Securities or any warrants, rights, calls or options exercisable for or convertible into any of the Junior Securities, unless prior to or concurrently with the payment or setting apart for payment of any dividend on any of the Junior Securities, all accumulated and unpaid dividends on shares of Series A Preferred Stock, and interest thereon, if any, have been or will be paid in full. No shares of preferred stock ranking senior to or on a parity with the Series A Preferred Stock may be issued without the approval of the holders of the Series A Preferred Stock. Redemption Rights. On or after the fifth anniversary of the date of issuance of the Series A Preferred Stock, the Company may, at its option, redeem the whole, or from time to time, any part, of the Series A Preferred Stock at a redemption price per share payable in cash in an amount equal to the sum of (i) the stated value thereof, (ii) all accrued and unpaid dividends to the date fixed for redemption, whether or not earned or declared and (iii) interest accrued to the date of redemption on all accrued and unpaid dividends, if any. If the Company redeems fewer than all of the outstanding shares of Series A Preferred Stock, it must select the shares to be redeemed by lot or pro rata. Conversion Rights. At their option, the holders of the shares of Series A Preferred Stock may convert such stock into shares of Common Stock at the conversion rate of one share of Common Stock for each share of Series A Preferred Stock converted at any time prior to the redemption of the Series A Preferred Stock. The conversion rate is subject to adjustment from time to time as follows: If the Company at any time (i) pays a dividend or makes a distribution to all holders of its Common Stock in shares of Common Stock and does not concurrently issue shares of Common Stock to the holders of the Series A Preferred Stock in an amount equivalent to what holders of the Series A Preferred Stock would have received if they had exercised their conversion rights prior to the dividend or distribution, or (ii) effects a stock split or reverse stock split of its Common Stock, then, in each such case, the conversion rate as in effect immediately before one of these events will be proportionately decreased or increased, as the case may be, so that the holders of any shares of the Series A Preferred Stock thereafter surrendered for conversion will be entitled to receive the number of whole shares of Common Stock that they would have owned or been entitled to receive immediately following such event if their shares of Series A Preferred Stock had been converted into Common Stock prior thereto. In the event of (i) any reclassification of the Common Stock (other than in a stock split or reverse stock split), (ii) a consolidation or merger of the Company in which it will not be the surviving entity, (iii) a sale by the Company of substantially all of its property or assets or (iv) a statutory share exchange, each share of Series A Preferred Stock will be convertible into or represent the right to receive the number of shares of Common Stock, or other securities or property, equivalent to what the holder of the Series A Preferred Stock would have received if he had exercised his conversion rights prior to such an event. No adjustment in the conversion rate is required unless the adjustment would require an increase or decrease in the conversion rate by more than one percent, but any adjustments which would fall below one percent will be carried forward cumulatively and taken into account in any subsequent adjustments. Voting Rights. Except as otherwise required by law or the Articles, holders of Series A Preferred Stock are not entitled to any vote on any matter, including but not limited to any merger, consolidation, transfer of assets or statutory share exchange, or to notice of any meeting of shareholders of the Company. If at any time the Company falls in arrears in the payment of dividends on the Series A Preferred Stock for two consecutive quarterly dividend periods, the number of directors constituting the full Board will be automatically increased by two, and the holders of the Series A Preferred Stock, voting separately as a single class, will be entitled to elect two directors of the Company to fill the two created directorships, at a special meeting called for the purpose, and thereafter at each shareholders meeting held for the purpose of electing directors of the Company, so long as there continues to be any arrearage in the payment of dividends on the Series A Preferred Stock for any past quarterly dividend period or of interest on such accumulated and unpaid dividends. When all accumulated and unpaid dividends on the Series A Preferred Stock for all past quarterly dividend periods, and the interest thereon, have been paid in full, the right of the holders of the Series A Preferred Stock to elect directors will cease, the number of directors of the Company will automatically be reduced by two, and the term of office of all directors elected by the holders of the Series A Preferred Stock will immediately terminate. Holders of the Series A Preferred Stock, voting separately as a class, must approve any issuance by the Company of preferred stock ranking senior to or on a parity with the Series A Preferred Stock, and any amendment to the Articles that would change the rights and preferences of the Series A Preferred Stock, in each case by the affirmative vote of holders of two-thirds of the Series A Preferred Stock then outstanding. Liquidation Rights. Upon the dissolution, liquidation or winding up of the Company, the holders of the Series A Preferred Stock will be entitled to receive upon liquidation, and to be paid out of the assets of the Company available for distribution to its shareholders before any payment or distribution may be made on the Common Stock or on any other Junior Securities, the amount of $14.25 per share, plus a sum equal to all accrued and unpaid dividends, whether or not earned or declared on such shares, and accrued interest on such accrued and unpaid dividends, if any, to the date of final distribution. Neither the sale of all or substantially all of the property or business of the Company, nor the merger or consolidation of the Company into or with any other entity, or the merger or consolidation of any other entity into the Company, will be considered a dissolution, liquidation or winding up, voluntary or involuntary, of the Company. Preemptive Rights. Holders of Series A Preferred Stock do not have preemptive rights. Item 2. Exhibits. The following exhibits are filed herewith: 1.1 Specimen of the Registrant's Series A Preferred Stock certificate is included in Registrant's Form S-4 received by the Commission on April 7, 1995, and is incorporated herein by reference. 1.2 Specimen of the Registrant's Common Stock certificate is included as Exhibit 1 to Registrant's Form 8-A, received by the Commission on March 24, 1993, and is incorporated herein by reference. 2.1 Amended and Restated Articles of Incorporation of Registrant are included as Exhibit 3.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, received by the Commission on March 31, 1994, and are incorporated herein by reference. 2.2 Articles of Amendment to the Articles of Incorporation of Registrant are included in Exhibit 2 to Registrant's Form S-4, received by the Commission on April 7, 1995, and are incorporated herein by reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. MIDSOUTH BANCORP, INC. By: /s/ C. R. Cloutier __________________________ C. R. Cloutier, President and Chief Executive Officer Dated: July 25, 1995 -----END PRIVACY-ENHANCED MESSAGE-----