-----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, Q5IHZrvhHChMleQP74qB75fkq4QErnhZTV/pLm/phXJUYWyDTzEC8DI1ksWGDSJ0 RZWAbLiVi7vUa+yASrXi+w== 0000948688-97-000014.txt : 19970801 0000948688-97-000014.hdr.sgml : 19970801 ACCESSION NUMBER: 0000948688-97-000014 CONFORMED SUBMISSION TYPE: S-3D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970725 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDSOUTH BANCORP INC CENTRAL INDEX KEY: 0000745981 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 721020809 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3D SEC ACT: 1933 Act SEC FILE NUMBER: 333-32107 FILM NUMBER: 97645636 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 S-3 1 As filed with the Securities and Exchange Commission on ________________, 1997 Registration No. 333- ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________ MIDSOUTH BANCORP, INC. (Exact name of registrant as specified in its charter) Louisiana 72-1020809 (State or other (I.R.S. Employer jursidiction of incorporation Identification Number) or organization) 102 Versailles Boulevard Versailles Centre Lafayette, Louisiana 70501 (318) 237-8343 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) __________________________ C. R. Cloutier Copy to: P.O. Box 3745 Anthony J. Correro, III Lafayette, Louisiana 70502 Correro Fishman Haygood (318) 237-8343 Phelps Weiss Walmsley & Casteix, L.L.P. (Name, address, including zip code, 201 St. Charles Avenue, 47th Floor and telephone number, including New Orleans, Louisiana 70170-4700 area code, of agent for service) __________________________ Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box./ / If any of the securities being registered on this form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /x/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number or the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act of 1933, please check the following box. / / __________________________
CALCULATION OF REGISTRATION FEE ========================================================================================= Proposed Proposed Maximum Maximum Title of Each Number of Offering Aggregate Class of Securities Shares Price Per Offering Amount of to be Registered to be Share Price Registration Registered Fee ----------------------------------------------------------------------------------------- Common Stock, $.10 par vaue 900,000 $15.94 $14,346,000 $4,347.28 =========================================================================================
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o). The maximum offering price per share will be determined from time to time by the Registrant. Based on the average of the high and low prices of the Company's Common Stock on the AMEX on July 18, 1997. __________________________ The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ======================================================================== [LOGO] PROSPECTUS MIDSOUTH BANCORP, INC. Dividend Reinvestment and Stock Purchase Plan MidSouth Bancorp, Inc. ("MidSouth" or the "Company") hereby offers participation in its Dividend Reinvestment and Stock Purchase Plan (the "Plan"), designed to promote long-term ownership among investors who are committed to building their MidSouth share ownership over time. Under the Plan, - Any shareholder of MidSouth Common Stock may enroll. - Persons who are not shareholders may enroll either by investing at least $1,000 or by authorizing automatic monthly withdrawals of at least $100. - Employees of MidSouth and its subsidiaries may also join the Plan by authorizing payroll deduction contributions to the Plan of at least $40. - Participants may establish an Individual Retirement Account which invests in MidSouth's stock through the Plan. - A participant may have all or a portion of cash dividends automatically reinvested in additional shares of Common Stock. - Once enrolled, participants may make additional investments of $100 or more. - Shareholders may deposit their Common Stock certificates with the Administrator for safekeeping. - Participants may sell all or a portion of their MidSouth stock in the Plan through the Administrator. - Participants will be required to pay certain fees in connection with the Plan. The Chase Manhattan Bank is Administrator for the Plan ("Administrator"). All Plan purchases will be made by the Administrator at 100% of the then current market price of the Common Stock, calculated as described herein, either in the open market or from MidSouth. The Administrator has designated its affiliates, ChaseMellon Shareholder Services, L.L.C., and Chase Securities, Inc. and other agents to perform certain services for the Plan. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DATE OF THIS PROSPECTUS IS __________________, 1997. 1 TABLE OF CONTENTS Available Information; Information Incorporated By Reference... 3 MidSouth Bancorp, Inc......................................... 4 MidSouth Dividend Reinvestment and Stock Purchase Plan......... 4 U.S. Federal Income Taxation...................................10 Use of Proceeds................................................11 Plan of Distribution...........................................11 Legal Matters..................................................11 Experts........................................................11 Inquiries......................................................11 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED HEREIN, AND, IF GIVEN OR MADE, MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION THEREIN. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF MIDSOUTH SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. 2 AVAILABLE INFORMATION; INFORMATION INCORPORATED BY REFERENCE The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "34 Act"), and, accordingly, files reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"), which may be inspected and copied at the SEC's public reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional offices at 7 World Trade Center, New York, New York 10048 and 500 W. Madison St., Suite 1400, Chicago, Illinois 60661. Copies of such materials also can be obtained from the SEC's Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, and inspected at the American Stock Exchange, where MidSouth Common Stock (Symbol: MSL) is traded, 86 Trinity Place, New York, New York 10006. The SEC also has a Web site (http: //www.sec.gov.) which contains information regarding registrants who file electronically. Additional information is in the Registration Statement and exhibits thereto filed with the SEC under the Securities Act of 1933, which may be inspected without charge at the SEC's office at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies of the Registration Statement and exhibits may be obtained from the SEC upon payment of the prescribed fees. The Company's Annual Report on Form 10-KSB for its latest fiscal year, its Quarterly Reports on Form 10-QSB and/or Current Reports on Form 8-K filed by it since the end of such fiscal year, and the description of Common Stock contained in a Registration Statement on the Company's Form 8-A filed with the SEC on July 25, 1995, have been filed with the SEC and are incorporated herein by reference. All documents subsequently filed by MidSouth pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 34 Act prior to this offering are incorporated herein and deemed to be a part hereof from the date of the filing. Any statement in a document incorporated herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any subsequently filed document which also is incorporated herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus. MidSouth will provide without charge to each person to whom this Prospectus is delivered, upon request, a copy of any of the documents incorporated herein (other than exhibits thereto, unless such exhibits, are specifically incorporated by reference therein). Requests should be directed to C.R. Cloutier, 102 Versailles Boulevard, Versailles Centre, Lafayette, Louisiana 70501, telephone (318) 237-8343. 3 MIDSOUTH BANCORP, INC. MidSouth is a bank holding company based in Lafayette, Louisiana operating a wholly-owned subsidiary, MidSouth National Bank (the "Bank"), which provides a complete range of commercial and retail banking services primarily in the Lafayette market area. MidSouth's principal executive offices are at 102 Versailles Boulevard, Versailles Centre, Lafayette, Louisiana 70501, telephone (318) 237-8343. MIDSOUTH DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN Purpose and Administration The MidSouth Dividend Reinvestment and Stock Purchase Plan is designed to promote long-term ownership among investors who are committed to building their MidSouth share ownership over time. The Chase Manhattan Bank (the "Administrator") will administer the Plan, purchase and hold shares of stock acquired under the Plan, maintain records, send statements of account to participants, and perform other duties related to the Plan. The Administrator has designated its affiliates, ChaseMellon Shareholder Services, L.L.C., and Chase Securities, Inc. and other agents, to perform certain services for the Plan. Eligibility Any person or entity is eligible to participate in the Plan who or that fulfills the requirements described below under "Enrollment Procedures." In the case of foreign investors, participation is limited to those whose participation would not violate local laws and regulations. Since regulations in certain countries may limit or prohibit participation in this type of Plan, persons residing outside the U.S. who wish to participate should first determine whether they are subject to any such limitations or prohibitions. Enrollment Procedures Shareholders. Shareholders who hold Common Stock registered directly in their name may join the Plan by completing and returning an Enrollment Form. Non-shareholders. Non-shareholders may join the Plan by returning a completed Enrollment Form to the Administrator, with an initial investment of at least $1,000 or authorization of Automatic Investments of at least $100 per month. See "Methods of Investment" MidSouth and Bank Employees. MidSouth and Bank employees may also join the Plan by returning a completed Enrollment Form and other documentation provided by MidSouth to MidSouth and authorizing payroll deduction contributions to the Plan of at least $40 per investment. See "Methods of Investment" "Street Name" Holders. Owners of shares of MidSouth Common Stock held on their behalf by a bank, broker, trustee or other intermediary who wish to participate directly in the Plan should 4 request the intermediary to register some or all of the shares of Common Stock directly in their name and return a completed Enrollment Form to the Administrator. IRAs. Individuals may establish an IRA which invests in MidSouth Common stock through the Plan by returning a completed IRA Enrollment Form and making an initial investment to the IRA of at least $1,000 or by transferring funds having a fair market value of $1,000 on the enrollment date from an existing IRA account, and by completing an IRA Enrollment Form and an IRA Funds Transfer Form. These forms and a disclosure statement are available from First Trust Corporation, which will administer the IRA and will charge a fee. For information on First Trust's custodial arrangements call 1-800-525-8188, extension 5109. PARTICIPANTS WILL BE REQUIRED TO PAY CERTAIN FEES IN CONNECTION WITH THE PLAN. SEE "SERVICE FEES" Methods of Investment Dividend Reinvestment. A participant can choose to reinvest all or a portion of the cash dividends paid on his shares held in the Plan toward the purchase of additional shares of MidSouth stock. To be able to participate in the reinvestment feature of the Plan, a participant other than an employee of MidSouth or the Bank must reinvest the dividend on a minimum of twenty-five shares. If the number of shares on which dividends are reinvested falls below twenty-five shares, the participant will receive a check for the full amount of the dividend. A participant can change his election and dividend reinvestment options at any time by notifying the Administrator. In order to apply to a particular dividend, the notification must be received by the Administrator prior to the record date for that dividend. A participant electing to reinvest dividends must choose one of the following when completing the Dividend Reinvestment section of the Enrollment Form: Full Dividend Reinvestment: Purchase additional shares by reinvesting all cash dividends. Partial Dividend Reinvestment: Purchase additional shares by reinvesting some dividends and receive the balance in cash. A participant choosing to reinvest only some dividends must specify the percentage of shares as to which dividends are reinvested. A participant who does not elect a full dividend reinvestment can have cash dividends deposited directly into a bank account instead of receiving a check by mail. This can be accomplished by completing a Direct Deposit Authorization Form, which will be acted upon as soon as possible after it is received by the Administrator. A designated bank account for direct deposit can be changed or discontinued by notifying the Administrator. Optional Cash Investments ("OCI"). Participants can purchase shares of MidSouth Common Stock by using the Plan's optional cash investment feature. OCIs may be in any amount between $100 ($40 for employees of MidSouth) and $10,000 in any calendar month, except that non-shareholders who wish to participate must make an initial investment of at least $1,000 or 5 authorize automatic investments of at least $100 per month. The Administrator will not pay interest on amounts held pending investment. By Check or Money Order: OCI's can be made by check or money order payable to The Chase Manhattan Bank. Do not send cash. To facilitate the processing of the OCI, the transaction stub located on the bottom of the participant's statement should be used and the check and transaction stub should be mailed to the address specified on the statement. Shares purchased by check cannot be sold or withdrawn for a period of 14 days from the receipt of the check. By Automatic withdrawal from a Bank Account: If a participant wishes to make regular monthly purchases, this can be done by authorizing automatic monthly withdrawal from a bank account. This feature enables a participant to make ongoing investments without having to write a check. Funds will be deducted from the account on the 15th day of each month. If this date falls on a bank holiday or weekend, funds will be deducted on the next business day. Four to six weeks should be allowed for the first automatic monthly withdrawal to be initiated. The Administrator must be notified in writing to change or terminate automatic withdrawal. Purchases of Common Stock At the Company's discretion, Plan shares will be purchased by the Administrator either on the open market or directly from the Company. Shares purchased by the Administrator on the open market may be made on the American Stock Exchange, any other stock exchange in the U.S. where the Common Stock is traded, in the over-the-counter market, or by negotiated transactions on such terms as the Administrator may reasonably determine at the time of purchase. Any shares purchased by the Administrator from the Company will be made in accordance with applicable legal requirements. Neither the Company nor any participant shall have any authority or power to direct the time or price at which shares may be purchased, or the selection of the broker or dealer through or from whom purchases are to be made. The Administrator will make arrangements to use initial and optional cash investments to purchase MidSouth shares as promptly as practicable, but at least once each week. The Administrator will use reinvested dividends to purchase shares. Purchases may be made on a number of days to meet the requirements of the Plan. In the case of purchases on the open market, the price to participants will be the weighted average purchase price of shares purchased on the same day. In the case of purchases from MidSouth, the price will be the average of the high and low sales prices of MidSouth Common Stock as reported on the American Stock Exchange on the purchase date. Sales of Common Stock Participants (or non-Plan participants who hold shares in Book-Entry form) may sell some or all of the whole shares held in their account by calling 1-888-213-0887. The Administrator, at its discretion, will sell those shares, along with shares to be sold for other accounts, as promptly as practicable at the then current market price of the Common Stock and will send the participant a check or wire the sales proceeds, less applicable fees. 6 Participants will be required to pay certain fees in connection with the sale of shares of Common Stock under the Plan. See "Service Fees" Withdrawal from the Plan Participants may withdraw from the Plan by giving written notice to the Administrator or by completing and returning the appropriate section of the Transaction Form to the Administrator. The Administrator will continue to hold all shares of Common Stock held in the participant's Plan account in a book-entry account maintained by the Administrator ("Book-Entry"), unless the participant requests that the Administrator either (i) send the participant a certificate for the number of whole shares held in the Plan account and a check for the value of any fractional shares (based on the then current market price of the Common Stock, less applicable fees); or (ii) sell all shares in the Plan account as described under "Sales of Common Stock." Any certificates issued upon withdrawal will be issued in the name or names in which the account is maintained, unless otherwise instructed. If the certificate is to be issued in a name other than that on the participant's Plan account, the signature(s) on the instructions or stock power must be Medallion Guaranteed by a financial institution participating in the Medallion Guarantee program. No certificates will be issued for fractional shares. All notices of withdrawal will be duly processed by the Administrator and any uninvested funds will be returned to the withdrawing participant as soon as practicable, without interest. If a notice of withdrawal is received on or after a dividend has been declared but before the related dividend payment date, the withdrawal will be processed as described above and a separate dividend check will be mailed to the participant as soon as practicable following the payment date. Thereafter, dividends will be paid in cash unless and until the shareholder rejoins the Plan. Safekeeping Shareholders, whether or not they participate in other features of the Plan, may deposit some or all of their certificates with the Administrator for safekeeping. Shares deposited will be credited to the individual's account as maintained by the Administrator. By using the Plan's safekeeping service, shareholders no longer bear the risk and cost associated with the loss, theft, or destruction of stock certificates. Shareholders using this service will receive dividends in cash until they enroll in the dividend reinvestment feature of the Plan. Shares held in safekeeping may be sold or transferred as described in "Sales of Common Stock" and "Gift/Transfer of Shares" To deposit certificates in the Plan's safekeeping service, shareholders should send their certificates by registered and insured mail to the Administrator with written instructions to deposit such shares. A shareholder who uses registered mail will be automatically covered by an Administrator blanket bond up to the first $100,000 of value. The certificates should not be endorsed and the assignment section should not be completed. 7 Gift/Transfer of Shares Shareholders may transfer the ownership of some or all of their Plan shares or shares held in safekeeping by sending the Administrator written, signed transfer instructions. Signatures must be Medallion Guaranteed by a financial institution participating in the Medallion Guarantee program. Shares may be transferred to new or existing shareholders; however, dividends will not be invested on accounts with less than 25 shares. Service Fees ______________________________________________________________________ Dividend Reinvestment No Charge ______________________________________________________________________ Enrollment for Non-Shareholders No Charge ______________________________________________________________________ Purchases No Charge ______________________________________________________________________ Sales Fee* $ 15.00 Proceeds via wire* add $ 25.00 ______________________________________________________________________ Fee for Returned Checks or Rejected Automatic Investments $ 25.00 ______________________________________________________________________ Duplicate Statements Current Year No Charge Prior Years $ 20.00 ______________________________________________________________________ Annual First Trust IRA Fee $ 48.00 ______________________________________________________________________ *Plus a $.12 per share trading fee. The Administrator will deduct the applicable fees from proceeds due from a sale, funds received for investment or the payment of dividends. First Trust will charge applicable fees for IRA accounts as described in its disclosure statement. If not paid separately, the annual IRA fee will be deducted from the participant's initial investment. Thereafter, if not paid separately, the annual IRA fee will be deducted from the participant's Plan account by selling sufficient shares to cover the fee. Communication The Administrator will establish and maintain a separate account under the Plan for each participant. Participants will receive transaction notices for account activity (except reinvested dividends and payroll deductions) quarterly statements listing transactions in the participant's account for that 8 quarter, and an annual statement of account holdings to participants who have had no transactions during the year. Stock Splits; Stock Dividends; Other Distributions If dividends are paid in Common Stock, or if Common Stock is distributed in connection with any stock split or similar transaction, each account shall be adjusted to reflect the receipt of the Common Stock so paid or distributed. Shareholder Reports; Proxy Materials Participants will receive all reports distributed to the Company's shareholders, as well as proxy materials, including a proxy form covering all shares of Common Stock held in a participant's Plan account, relating to any annual or special meeting of MidSouth common shareholders. Responsibility of the Administrator and MidSouth Neither MidSouth nor the Administrator will be liable for any act done in good faith or for any good faith omission to act, including without limitation, the failure to terminate a participant's account upon such participant's death prior to receipt of notice in writing of such death, or any act or omission to act with respect to the prices at which shares are purchased or sold for a participant's account or the times at which such purchases or sales are made. Each participant should recognize that neither MidSouth nor the Administrator can assure a profit or protect against a loss on shares purchased under the Plan. The establishment and maintenance of the Plan by MidSouth does not constitute an assurance with respect to either the value of Common Stock or whether the Company will continue to pay dividends on Common Stock or at what rate. Modification or Termination of the Plan MidSouth may modify or terminate the Plan at any time and, in such event, participants will be so notified. No modification or termination will affect previously executed transactions. The Administrator also reserves the right to change any administrative procedures of the Plan. Interpretation of the Plan MidSouth may in its absolute discretion interpret and regulate the Plan as deemed necessary or desirable in connection with the operation of the Plan and resolve questions or ambiguities concerning the various provisions of the Plan. Governing Law The Plan will be governed by and construed in accordance with the laws of the State of Louisiana 9 Change of Eligibility; Termination The Company may, in its discretion, terminate a Participant's participation at any time and will do so if a Participant's continued participation is not considered to be in the Company's best interest. As the objective of the Plan is to encourage long-term investment, excessive activity in a Participant's account does not serve this objective and may cause the Company to terminate the eligibility of a Participant and his Account. If the Company terminates a participant, or the Company or the Administrator determines that a participant is no longer eligible to participate in the Plan, or if the Plan is terminated for any reason whatsoever, the Administrator will so notify the participant in writing. Any shares in a participant's account will continue to be held in Book-Entry, unless the participant requests that the Administrator (i) send the participant a certificate for the number of whole shares held in the Plan account and a check for the value of any fractional shares (based on the then current market price, less applicable fees); or (ii) sell all shares in the Plan account in the manner described under "Sales of Common Stock." If a participant's account is inactive over a long period of time and consists of only a fractional share, the Administrator may close such account by notifying the participant in writing and sending a check for the value of the fractional share based on the last sale price for any whole shares sold; otherwise, the Administrator will not sell any shares held unless instructed to do so by the participant. U.S. FEDERAL INCOME TAXATION Cash dividends reinvested under the Plan will be taxable as having been received by a participant, even though the participant has not actually received them in cash. A participant will receive an annual statement from the Administrator indicating the amount of reinvested dividends reported to the U.S. Internal Revenue Service ("Service") as dividend income. A participant will not realize gain or loss for U.S. Federal income tax purposes upon the transfer of shares to the Plan or the withdrawal of whole shares from the Plan. Participants will, however, generally realize gain or loss upon the sale of shares (including the receipt of cash for fractional shares) held in the Plan. Plan participants who are non-resident aliens or non-U.S. corporations, partnerships or other entities generally are subject to a withholding tax on dividends paid on shares held in the Plan. The Administrator is required to withhold from dividends paid the appropriate amount determined in accordance with Service regulations. Where applicable, this withholding tax is determined by treaty between the U.S. and the country in which such participant resides. Accordingly, the amount of any dividends, net of the applicable withholding tax, will be credited to participant Plan accounts for investment in additional shares of Common Stock. The foregoing does not purport to be a comprehensive summary of all of the tax considerations that may be relevant to a participant in the Plan. In addition, special tax considerations may apply to certain participants, such as those participating through an IRA. Therefore, participants are urged to consult their tax advisors regarding the consequences of participation in the Plan. 10 USE OF PROCEEDS MidSouth will receive proceeds from the purchase of Common Stock pursuant to the Plan only to the extent that such purchases are made directly from MidSouth, and not from open market purchases by the Administrator. Proceeds received by MidSouth from such purchases will be used for general corporate purposes. PLAN OF DISTRIBUTION Common Stock offered pursuant to the Plan will be purchased in the open market or, at MidSouth's option, directly from MidSouth. Participants will be required to pay certain fees in connection with the Plan. See "Service Fees" for a complete description. All other costs related to the administration of the Plan will be paid by MidSouth. LEGAL MATTERS The legality of the Common Stock covered hereby has been passed upon for MidSouth by Correro Fishman Haygood Phelps Weiss Walmsley & Casteix, L.L.P. EXPERTS The consolidated financial statements of the Company included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1996, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. INQUIRIES Telephone inquiries regarding initial enrollment in the Plan may be directed to the Administrator at 1-800-842-7629. Telephone inquiries regarding existing Plan accounts may be directed to the Administrator at 1-888-213-0887. Written inquiries should be directed to ChaseMellon Shareholder Services, P. O. Box 3339, South Hackensack, N.J. 07606, and should include the Transaction Form, found at the bottom of each account statement, or a letter which includes the participant's account number and states a reference to the MidSouth Dividend and Stock Purchase Plan and a daytime telephone number. II PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth the estimated expenses payable by the registrant with respect to the offering described in this Registration Statement: Securities and Exchange Commission registration fee $4,348 Printing and distribution of Prospectus and 10,000* miscellaneous material Legal fees and expenses $15,000* Accounting fees and expenses 1,500* Miscellaneous fees and expenses 2,000* Total $32,848* *Estimated Item 15. Indemnification of Officers and Directors. Article V of the Articles of Incorporation of the Company 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 Louisiana Business Corporation Law, 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 II-1 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. Item 16. Exhibits Item Description 4.1 Amended and Restated Articles of Incorporation of MidSouth Bancorp, Inc. are included as Exhibit 3.1 to the Report on Form 10-KSB for the year ended December 31, 1993, and are incorporated herein by reference. 4.2 Articles of Amendment to Amended and Restated Articles of Incorporation dated July 19, 1995 are included as Exhibit 4.2 to MidSouth's Registration Statement on Form S-8 filed September 20, 1995 and are incorporated herein by reference. 4.3 Amended and Restated By-laws adopted by the Board of Directors on April 12, 1995 are included as Exhibit 3.2 to Amendment No. 1 to MidSouth's Registration Statement on Form S-4 (Reg. No. 33-58499) filed on June 1, 1995, and are incorporated herein by reference. 4.4 Specimen of Common Stock Certificate (incorporated by reference to Registrant's Form 8-A dated April 22, 1992). 4.5 Specimen of Series A Preferred Stock Certificate (incorporated by reference to the Registrant's Form S- 4 dated April 7, 1995). 4.6 Dividend Reinvestment and Stock Purchase Plan. 5.1 Opinion and consent of Correro Fishman Haygood Phelps Weiss Walmsley & Casteix, L.L.P.. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Correro Fishman Haygood Phelps Weiss Walmsley & Casteix, L.L.P. (included in opinion filed as Exhibit 5.1 hereto). 24.1 Power of Attorney (set forth on signature page). Item 17. Undertakings. The undersigned registrant hereby undertakes: (a)(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; II-2 (ii)to reflect in the prospectus any facts or event arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) to remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering; and (b) that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities and Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the provisions specified in Item 15 of this Registration Statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on July 21, 1997. MIDSOUTH BANCORP, INC. By: /s/ C. R. Cloutier C. R. Cloutier President, Chief Executive Officer and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints C. R. Cloutier and Karen L. Hail, or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ C. R. Cloutier Chief Executive July 21, 1997 C. R. Cloutier Officer and Director /s/ J. B. Hargroder Director July 21, 1997 J. B. Hargroder S-1 Signature Title Date /s/ Milton B. Kidd, III Director July 21, 1997 Milton B. Kidd, III /s/ William M. Simmons Director July 21, 1997 William M. Simmons /s/ James R. Davis Director July 21, 1997 James R. Davis /s/ Clayton P. Hilliard Director July 21, 1997 Clayton P. Hilliard /s/ Will G. Charbonnet, Sr. Director July 21, 1997 Will G. Charbonnet, Sr. /s/ Karen L. Hail Chief Financial July 21, 1997 Karen L. Hail Officer and Director /s/ Teri S. Stelly Controller July 21, 1997 Teri S. Stelly (Principal Accounting Officer) S-2 EX-4 2 EXHIBIT 4.6 MIDSOUTH BANCORP, INC. 1997 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN ARTICLE I. PURPOSE OF THE PLAN The Plan's purpose is to give holders of Common Stock ("Stock") of MidSouth Bancorp, Inc. (the "Company") a simple and convenient way of reinvesting dividends to acquire Stock at current market prices, without paying brokerage commissions or other costs. Participants may also contribute additional amounts (an "OCC") to the Plan to purchase Stock. Capitalized terms not otherwise defined herein are defined in Article X. ARTICLE II - ENROLLMENT, DEPOSIT, INVESTMENT AND DIVIDEND PAYMENT ELECTIONS 2.1. Enrollment. (a) Any Holder may participate by sending the Administrator an enrollment form designating at least 25 shares of his Record Stock that will be Participating Stock and submitting for deposit the certificate therefor, with such documentation as the Administrator requires. An employee of the Company or any subsidiary not otherwise a Holder may participate by authorizing payroll deductions of at least $40 per deduction, which will constitute an OCC for such amount, and providing an enrollment form to the Company. A Street Name Owner may not participate, but may become eligible to do so by having Stock registered in his name. A Participant may at any time increase or decrease his Participating Stock by sending the Administrator a revised enrollment form. (b)Any transferee of a Participant may participate by submitting an enrollment form and otherwise complying with Section 4.2, except that the Company and the Administrator may reject an application of a former Participant whose Account was terminated under Section 4.5. 2.2. Optional Deposits of Stock. After he establishes an Account, a Participant may at any time deposit Record Stock of his into his Account by delivering the stock certificates and such documentation as the Administrator requires. A Participant or Plan applicant delivering Stock certificates for deposit is eligible for insurance against their loss, if he delivers them by registered first class mail to the Administrator. The maximum protection is the lesser of $100,000 or the current market value of the Stock represented by such certificates. Claims for such insurance must be submitted to the Administrator within thirty calendar days after the certificates were mailed to it, and, if the claimant is a Plan applicant, he must also enroll in the Plan in conjunction with the processing of his claim. 2.3. OCCs. A Participant may elect to make an initial OCI upon enrolling in the Plan by personal check or money order payable to the Chase Manhattan Bank of at least $1,000, or by authorizing automatic electronic debits of at least $100 per month. After enrollment, he may elect to -1- make occasional OCIs by cash payment or by electronic debit, if any related OCCs are accompanied by, or in the case of electronic debits preceded by, documentation acceptable to the Administrator. Ongoing OCIs by cash payment may be made no more frequently than once each calendar month; those by electronic debit may be made no more frequently than as set forth in Section 2.4. After the initial OCI, any Participant who elects to make OCIs must invest at least $100 for any single OCI, and in any calendar month the sum of all OCIs made that month by him may not exceed $10,000, except that an employee of the Company or any subsidiary may make OCI's through payroll deductions of $40 or more per deduction. 2.4. OCIs by Electronic Debit. A Participant may transmit OCCs to the Administrator by electronic debit from his designated bank account of at least $100. Elec- tronic debits may be occasional or periodic, but all periodic debits must comply with limitations established by the Administrator from time to time. Until otherwise so established, a Participant may elect that all his periodic electronic debits will be made monthly on the fifteenth day of each month, except that, if any such day is not a Business Day, it will be made on the first Business Day thereafter. If at any time the designated electronic transfer route or bank account proves unusable for any reason, the Administrator will so advise the Participant of the failed transmission and of its resulting inability to execute the transaction. 2.5. Dividend Payment Method. Dividends paid on Participating Securities will be reinvested in Stock and credited as Plan Shares to the appropriate Accounts. Dividends paid on non-Participating Stock will be paid by check to the Participant unless he elects that payment be sent by electronic fund transfer to his designated bank account. If the designated electronic fund transfer route or bank account proves unusable for any reason, the Administrator will send a check for the subject Dividend to the Participant with an advice of the failed transmission and of the resulting inability to execute the deposit. ARTICLE III - STOCK PURCHASE PROCEDURES 3.1. Source of Stock. All Dividends and OCCs will be invested in either (i) Directly Issued Stock or (ii) in Stock purchased in the Open Market, as determined by the Company. The Company may not change its determination more than once every three months nor in the absence of a documented determination by its Board or chief financial officer that its need to raise additional capital has changed or that there is another valid reason for such change, unless Company counsel advises that compliance with such requirements is no longer necessary or advisable under the federal securities laws. 3.2. OCIs. (a) For an Investment Date with respect to which the Company elects to sell Directly Issued Stock to the Plan, it will issue to the Administrator upon its receipt of the funds described herein an integral number of shares of Stock equal to (i) the total OCCs held by the Administrator that are not Ineligible Funds, divided by (ii) the Company Purchase Price, in each case as of such Investment Date. (b)For an Investment Date with respect to which the Company elects to effect OCIs through Open Market purchases, the Administrator shall, if it is an Independent Agent, or shall cause an Independent Agent to, purchase an integral number of shares of Stock in the Open Market equal -2- to (i) the amount of OCCs held by the Administrator that are not Ineligible Funds, divided by (ii) the Market Purchase Price, in each case as of such Investment Date. (c)The Administrator shall credit to the Account of each investing Participant the number of Book Shares that represents his proportionate interest in the Stock purchased for an Investment Date. 3.3. Reinvestment. (a) On or before each dividend payment date, pursuant to its established practice, the Company will remit to the Administrator the applicable Reinvestment Fund to be invested in either (i) Directly Issued Stock or (ii) Stock purchased in the Open Market, as determined by the Company. (b)For Reinvestment Funds used to purchase Directly Issued Stock, the Company will issue to the Administrator an integral number of shares of Stock equal to (i) the amount of the Reinvestment Funds that are not Ineligible Funds, divided by (ii) the Company Purchase Price, in each case for the relevant dividend payment date. (c)For Reinvestment Funds used to purchase Stock in the Open Market, the Administrator will, if it is an Independent Agent, or shall cause an Independent Agent to, purchase an integral number of shares of Stock in the Open Market equal to (i) the amount of the Reinvestment Fund that are not Ineligible Funds, divided by (ii) the Market Purchase Price, in each case with respect to the relevant dividend payment date. (d)The Administrator shall credit to the Account of each Participant with Participating Stock in regard to which a portion of such Dividend was paid the number of Book Shares that represents his proportionate interest in the Stock so purchased under paragraphs (b) and (c). ARTICLE IV - SALES, GIFTS, TRANSFERS, AND WITHDRAWALS 4.1 Sales. A Participant may request that all or a portion of the whole Plan Shares in his Account be sold. If the Administrator is not an Independent Agent, it will forward sale instructions to the Independent Agent. The Administrator will, if it is an Independent Agent, or will cause an Independent Agent to, sell such Plan Shares in the Open Market as soon as feasible at its discretion, pursuant to Section 5.5 and in accordance with general commercial law, stock transfer requirements, and federal and state securities laws. As soon as practicable following receipt of proceeds from the sale, the Administrator will send to the Participant a check for the total number of such Plan Shares sold multiplied by their Market Sale Price, less any applicable deductions and withholdings required by law. Fractional Plan Shares may be sold only if the selling Participant is withdrawing completely from Plan participation or his Account is being terminated and he has elected to sell his Plan Shares in connection therewith. 4.2 Transfers. A Participant may elect to transfer by gift or private sale to another Participant's Account or to an Account to be established for the transferee any number of his Plan Shares. Unless the Administrator is instructed otherwise, all shares so transferred will be credited to the appropriate transfer Account as Book Shares. Fractional Plan Shares may be transferred from one Account to another only if the transferor is withdrawing completely from Plan participation. If the transferee is already a Participant as of the date on which Plan Shares are credited to his Account, the payment of Dividends allocable to the transferred Plan Shares will be made according to the instructions previously provided by the transferee for his Account. If not, the Administrator will open an Account in his name, and send the transferee a Prospectus and any related documentation as soon as reasonably practicable, whereupon the transferee will be eligible to submit OCCs to the Plan. 4.3. Classification of Record Shares. If a Participant has elected that a portion, but not all, of his Record Shares will be Participating Stock and he subsequently transfers fewer than all his Record Shares, non-Participating Stock will be deemed to have been transferred before any Participating Stock, unless he instructs the Administrator otherwise. 4.4. Withdrawal. If a Participant elects to withdraw partially or completely, the Administrator will transfer or reclassify all whole shares of Stock in his Account that are subject to such election to a record account for him. Any fractional Plan Share will be sold in the open market as soon as practicable after the Administrator receives the election, and it will send the Participant a check for a proration of the Market Sales Price applicable to such fractional Plan Share, less any applicable deductions and withholdings required by law. If, however, the Participant requests to sell or transfer all or a portion of the Stock in his Account upon withdrawal, the relevant provisions of Sections 4.1 and 4.2 will apply to such sales or transfers, respectively. If the Administrator receives a Participant's election to withdraw on or after the record date for a Dividend payment but before the related payment date, it may, in its discretion, either reinvest the Dividend in Stock for his benefit before processing the withdrawal or pay the Dividend to him by check. 4.5. Termination of Participation. The Company or the Administrator may, in their discretion, terminate a Participant's participation at any time and will do so if a Participant's continued participation is not considered to be in the Company's best interests. As the objective of the Plan is to encourage long-term investment, excessive activity in a Participant's account does not serve this objective and may cause the Company or the Administrator to terminate the eligibility of a Participant and his Account. The Company or the Administrator may terminate a Participant's Account by sending him written notice of termination. In connection therewith, the Administrator shall transfer or reclassify all whole shares of Stock in his Account to a record account for him, and shall send any certificates for such whole shares of Stock to him. Any Fractional Plan Share will be sold in the open market as soon as practicable after the date of such termination, and the Administrator will send the Participant a check for a proration of the Market Sales Price applicable to such fractional Plan Share, less any applicable deductions and withholdings required by law. If, however, the Participant requests to sell or transfer all or a portion of the Stock in his Plan Account upon such termination, the relevant provisions of Sections 4.1 and 4.2 will apply to such sales or transfers, respectively. 4.6. Pledge of Plan Shares. A Participant may not pledge Book Shares until he has obtained from the Administrator one or more certificates for such shares pursuant to Section 5.7. All Plan Shares pledged by a Participant will continue to be Participating Securities, unless he instructs the Administrator otherwise. -4- ARTICLE V - INVESTMENT PROCEDURES AND ACCOUNTING 5.1. Registration of Stock Under the Plan. All Stock purchased by the Administrator for the Plan will be registered on the Company's stock records in the name of the Administrator's nominee. A Participant may at any time submit Certificated Shares for safekeeping by the Administrator, which, unless the Participant requests otherwise, will remain registered on the Company's shareholder records in his name. 5.2. Commingling of Assets. For the purpose of making, or causing to be made, purchases and sales of Stock for the Plan, the Independent Agent is entitled to commingle each Participant's funds or the Stock held on his behalf with the funds or Stock, respectively, held on behalf of all other Participants. 5.3. Statement of Account. The Administrator shall send to each Participant a statement of account as soon as practicable after any purchase of Stock for him, which shall be in addition to other statements of account to be delivered under other provisions hereof. 5.4. Stock Splits, In-Kind Distributions, and Rights Offerings. Any Stock distributed as an in-kind distribution or stock split on Plan Shares will be credited as Book Shares to the Accounts of the respective Participants in proportion to the Plan Shares held in their Accounts. Any rights distributed that are deemed to be attached to the Stock will attach to all Plan Shares, and will be allocated to the Accounts of the respective Participants in proportion to the Plan Shares held in their Accounts. All communications in respect of such rights will be distributed to the Participants pursuant to Section 6.2. To exercise any such rights attached to any Book Shares in a Participant's Account, he must first request certificates pursuant to Section 5.7 for the Plan Shares associated with his rights and then exercise them in accordance with the procedures applicable to such rights. 5.5. Timing of Investments and Sales. (a) The Administrator will, if it is an Independent Agent, or will cause an Independent Agent to, sell Stock in any Account as soon as practicable following the Administrator's receipt of a direction from a Participant to do so, except when deferral is necessary under applicable federal or state securities laws. (b)The Administrator shall, if it is an Independent Agent, or shall arrange with the Independent Agent to, purchase Stock at least once each month if there are any outstanding OCCs not yet invested. The Administrator shall arrange for purchase of Stock with a Reinvestment Fund no later than thirty days after the relevant dividend payment date. Any OCCs not invested in Stock within thirty-five days after receipt thereof will be promptly returned to the relevant Participant. No interest will be paid on Dividends or OCCs held pending investment or return. 5.6. Timely Receipt of Instructions. (a) If before a scheduled Investment Date the Administrator receives from a Participant an instruction not to invest all or any portion of an OCC previously delivered by him, the OCC will be returned to him as soon as practicable. (b)If on or before a Record Date the Administrator receives from a Participant instructions to change a Dividend payment method for him, the revised payment method will be implemented beginning with such Record Date. -5- (c)If the Administrator receives from a Participant instructions to transfer his Plan Shares, or a transfer occurs, on or after an Ex-Dividend Date but before the related dividend payment date, the transfer will be processed without Dividend rights to the transferee. As soon as practicable following the receipt of the Dividend allocable to such Plan Shares, the Administrator will reinvest the Dividend for the transferor Participant's benefit. 5.7. Requests for Certificates. A Participant may, at any time or from time to time, elect to receive one or more certificates for all or a portion of his whole Book Shares, or the Certificated Shares held for safekeeping will be sent to him within thirty days of receipt of the request. 5.8. Fractional Plan Shares. Fractional Plan Shares will (i) be recorded as Book Shares, (ii) not have voting rights but will accrue Dividends on a proportionate basis and (iii) not be liquidated except upon complete withdrawal from or the termination of the Plan. 5.9. Company Participation. If a Participant delivers an OCC to the Company, the Company will send it to the Administrator by the opening of business on the next Business Day if it is received by noon or by noon of the next Business Day if it is received after noon. ARTICLE VI - PARTICIPANTS AS SHAREHOLDERS 6.1. Shareholders. A Participant will be recognized as a shareholder for purposes of admission to the Company's shareholder meetings, voting and disposing of the Stock in his Account and the communications that the Company sends to its shareholders, if (a) he has not alienated the voting or dispositive authority over Stock in his Account, other than pursuant to a valid proxy solicitation, and (b) either the Company's stock records or the Administrator's Plan records contain his name and address. 6.2. Communications and Voting. The Company shall send or forward to each Participant proxy solicitation materials and other general Company shareholder written communications, consent solicitation materials, or rights offering materials or notices. A Participant shall have the exclusive right to exercise all voting rights respecting his Plan Shares and may vote his Plan Shares in person or by proxy, except that he will have no voting rights with respect to any fractional Plan Shares in his Account. Stock in a Participant's Account will not be voted unless he or his proxy votes them. 6.3. Solicitation. In the case of solicitation of the exercise of Participant's rights by the Company's management and other persons under a proxy or consent provision applicable to all beneficial holders of Stock or under a tender offer or exchange offer, the Administrator will notify them of each occasion for the exercise of their rights within a reasonable time before they must be exercised, including all information distributed by the Company to Holders regarding the exercise of such rights. ARTICLE VII - PLAN ADMINISTRATION 7.1. Costs. Costs of mailings, materials, and other administration of the Plan will be paid by the Company. Applicable taxes incurred in connection with Stock sales will be borne by the Participants. Other than set forth -6- below, fees and other charges will not be paid by Participants unless the Company determines otherwise and the amount thereof is disclosed in the Prospectus. Until changed by the Company, Participants will be charged a sales fee of $15 per transaction, plus a $.12 per share trading fee, and an additional $25 per transaction where any part of the sale proceeds are to be sent to the Participant by electronic funds transfer. Participants will also be charged a $25 fee for returned checks or rejected electronic funds transfers and a fee of $25 for furnishing duplicate statements over two years old. Applicable fees will be deducted from OCCs, sale proceeds or Reinvestment Funds. If a person is a Participant through an Individual Retirement Account established through First Trust Corporation, or any other entity determined by the Company, annual fees to such entity, if not paid separately, will be deducted from his initial investment in the Plan or by selling sufficient Stock in his Account to pay the fee. 7.2. Control of Transactions. With regard to Open Market purchases and sales of Stock, neither the Company nor the Administrator, unless it is serving as the Independent Agent, has any authority to direct the time or price at which Plan Shares may be purchased or sold, the amount of shares to be included in a transaction, the markets on which they are to be purchased or sold, or the selection of the broker or dealer, other than the selection of the Independent Agent by the appropriate party, through or from whom transactions may be made, except that such transactions will be made in accordance with the Plan. The Company may perform only purely clerical and ministerial functions in connection with Stock transactions and the administration of the Plan. Purchase and sales of Stock on the Open Market may be executed upon the terms and subject to the conditions respecting price and delivery as the Administrator, if it is an Independent Agent, or the Independent Agent, determines to be appropriate. 7.3. Modification and Termination of the Plan. The Company may at any time and from time to time, at its sole option, modify, amend or terminate the Plan, in whole, in part or in respect of Participants in one or more jurisdictions; but no such amendment shall result in a distribution to the Company of any Plan Shares or cash in any Participant's Account. Upon complete termination of the Plan, the Accounts of all Participants or, upon the partial termination of the Plan, the Accounts of all affected Participants, will be converted, respectively, to record accounts. The Administrator shall send to each affected Participant prior written notice of such Plan or Account termination and of the conversion of Accounts to Record Accounts. The fractional Plan Shares of each such Participant will be liquidated at a cash value equal to a proration of the Company Purchase Price as of the effective date of such termination, less applicable deductions and withholdings required by law, and as soon as practicable the Administrator will send each such Participant a check for the cash value of his fractional Plan Share. 7.4. Sale Upon Plan Termination or Account Termination. If a Participant notifies the Administrator of his desire to sell or transfer all or a portion of the Stock in his Account upon the termination of the Plan or of his Account, such sales or transfers shall be effected pursuant to the relevant provisions of Article IV. ARTICLE VIII - ADMINISTRATOR AND INDEPENDENT AGENT 8.1. Administrator. The Administrator will be appointed by the Company, which appointment may be revoked by it, or the Administrator may resign, upon 30 days' -7- notice. The Company shall make such arrangements regarding compensation of the Administrator and reimbursement of expenses as it deems reasonable and appropriate. 8.2. Administrator's Authority and Duties. The Administrator shall have the authority and responsibility to manage the aspects of the Plan's operation and administration that are assigned as its responsibility and as determined by the Company from time to time. It shall have the power and duty to take all actions and to make all decisions necessary or proper to carry out its responsibilities, but will not be liable for its inability to buy or to sell Stock as a result of the closing of one or more of the markets on which the Stock is traded. 8.3. Independent Agent. If the Administrator is not eligible to serve as the Independent Agent, it shall select the Independent Agent and shall make arrangements and enter into agreements with the Independent Agent in connection with the activities contemplated by the Plan. 8.4. Independent Agent's Authority and Duties. The Independent Agent will have the authority and responsibility to manage the aspects of the operation and administration that are assigned as its responsibility and as determined by the Administrator from time to time. It shall have the power and the duty to take all actions and to make all decisions necessary or proper to carry out its responsibilities. ARTICLE IX - MISCELLANEOUS PROVISIONS 9.1. Governing Law. This Plan shall be construed, regulated and administered under the laws of the State of Louisiana. 9.2. Agreement by Participants. Each Participant, as a condition of participation herein, for himself, his heirs, devisees, legatees, executors, administrators, legal representatives and assigns, approves and agrees to be bound by the provisions of this Plan and any subsequent amendments hereto and all actions of the Company, the Administrator, and the Independent Agent hereunder. 9.3. Headings. The headings and subheadings in this Plan are for convenience of reference only and are not to be used in construing the Plan. 9.4. Absence of Guarantee. Neither the Company nor the Administrator guarantees the Plan or Plan Participants against loss or depreciation, or guarantees the payment or amount of any future Dividends. Unless otherwise provided by law, the Company, its directors, officers, employees, and agents, the Administrator, and the Independent Agent shall in no manner be liable to any Participant with respect to the price or performance of the Stock held for the Plan. 9.5. Liability. The Company, its directors, officers, employees, and agents, the Administrator, and the Independent Agent shall not be liable under the Plan for any act performed in good faith or for any good faith omission to act including, without limitation, any claims for liability (a) arising out of failure to terminate an Account upon a Participant's death absent valid transfer instructions pertaining to the Stock in the subject Account and (b) the price at which Stock is purchased or sold for Accounts and the time they are made. -8- 9.6. Communication. Any written communication from the Administrator to a Participant will be sent by first class mail to the Participant's address as shown on the Administrator's records. 9.7. Interpretation. If any provision of this Plan conflicts with any statement in any prospectus related to the Plan, the statement shall prevail, and this Plan shall be deemed to be amended to conform to such statement without any further action by the Company or the Administrator. ARTICLE X - DEFINITIONS The following terms shall have the meanings indicated. Account: As to any Participant, the account maintained by the Administrator recording his Plan Shares and any cash held by it pending investment or return to him. Administrator: The Person appointed from time to time by the Company to act as the Plan's administrator and as custodian for the Stock purchased for the Plan or received for safekeeping, the Plan Shares held for Participants, and all funds received for investment under the Plan. Until otherwise determined by the Company, the Administrator will be Chase Manhattan Bank, which may use its affiliate, ChaseMellon Shareholder Services, L.L.C., or other affiliates, to perform all or part of its duties. Book Shares: A Participant's proportionate interest in Stock held in nominee name by the Administrator for the Plan, as to which his ownership is evidenced solely by the book entry in Plan records, and not by any certificate. Business Day: Any weekday on which the Administrator conducts normal business operations, exclusive of federal banking holidays. Certificated Share: A share of Stock for which a valid certificate is outstanding. Company Purchase Price: The average of the high and low per share sales prices of Stock, as reported on the American Stock Exchange for the date in question or, if there is no reported sale on such date, on the last preceding day on which any reported sale occurred. The date in question shall be the relevant Investment Date for OCIs in Directly Issued Stock and the relevant dividend payment date for Reinvestments in Directly Issued Stock. Directly Issued Stock: Shares of Stock sold directly by the Company under the Plan. Dividend: Cash dividends paid on Stock. Exchange Act: The Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder. Ex-Dividend Date: The date as of the which The American Stock Exchange lists the Stock as being subject to transfer without dividend rights to the transferee. -9- He, His or Him: Includes she, hers or her and it or its. Holder: The Person whose name and taxpayer identification or social security number, where applicable, are recorded on the Company's records. Independent Agent: An agent independent of the Company that satisfies applicable legal requirements, including those of Regulation M and Rule 10b-18 under the Exchange Act, and who, in the absence of the eligibility of the Administrator to serve as such, has been selected by the Administrator pursuant to Section 8.3 to serve as an independent agent to make Open Market purchases and sales of Stock for the Plan. Unless ineligible, the Administrator will be the Independent Agent. Ineligible Funds: As of any date with respect to any OCCs, Dividends received or held by the Administrator from or on behalf of any Participant, any portion of which it must return to him under Section 5.5 or Section 5.6 as of such date. Investment Date: The date in each calendar week selected by the Administrator or by the Independent Agent as of which Stock is purchased or begun to be purchased for the Plan with OCCs, either in the Open Market or as Directly Issued Stock. Market Purchase Price: With respect to Stock purchased on the Open Market in connection with an Investment Date or a dividend payment date, the weighted average price per share of all shares of Stock purchased on the Open Market under the Plan in connection with such Investment Date or dividend payment date, without deduction for charges, expenses, fees, and commissions directly incurred in connection with such purchases. Market Sale Price: With respect to Stock sold in the Open Market on a particular date the weighted average price per share of all shares of Stock sold in the Open Market under the Plan on such date after deduction for applicable fees and the weighted average per share amount of brokerage commissions and any other costs directly incurred in connection with such sales. Open Market: Any securities exchange on which the Stock is traded, the over-the-counter market, or negotiated transactions, except transactions with the Company or its affiliates. Optional Cash Investment or OCI: The voluntary purchase by a Participant of Stock under the Plan with OCCs. Participant: Any person who has met the requirements of Section 2.1 regarding enrollment and investment and has not revoked his elections. Participating Stock: The Stock of a Participant, whether held in a record account or a Plan Account, the Dividends payable in respect of which have been designated by him on an enrollment form to be reinvested under the Plan. All Book Shares of a Participant shall be Participating Stock. Person: Any individual, corporation, partnership, limited liability company, joint venture, association, joint- stock company, trust, estate or unincorporated organization. -10- Plan Shares: As to any Participant, (a) the Certificated Shares held in his name on the Company's stock records and credited to his Account as Participating Securities and (b) the Book Shares held in his Account. Prospectus: The prospectus for the offering of shares of Stock under the Plan filed by the Company under the Securities Act of 1933. Record Date: The date established by the Company's Board to determine Holders and Plan Participants for the purpose designated by the Board at the time. Record Stock: All Stock credited to any Holder account on the Company's securities records reflecting Stock ownership, excluding all Plan Accounts. Reinvestment: The purchase of Stock with the Dividends on Participating Securities received by the Administrator for credit as Plan Shares. Reinvestment Fund: The total amount of Dividends allocable to Participating Stock for a given dividend payment date, less applicable withholdings and deductions required by law, and paid by the Company to the Administrator with respect to such Participating Stock. Street Name Owner: Any Person other than a Participant who has voting or dispositive authority over Stock registered on the Company's securities records, not in his name, but in the name of a third party bank, broker, nominee, or trustee. EX-5 3 EXHIBIT 5.1 [LETTERHEAD OF CORRERO FISHMAN HAYGOOD PHELPS WEISS WALMSLEY & CASTEIX, L.L.P.] July 21, 1997 MidSouth Bancorp, Inc. 102 Versailles Blvd. Lafayette, LA 70501 Ladies and Gentlemen: We have acted as counsel for MidSouth Bancorp, Inc. (the "Company") in connection with its Registration Statement on Form S-3 (the "Registration Statement"), with respect to the proposed offering by MidSouth of up to 900,000 shares of MidSouth Common Stock, $.10 par value (the "Shares"), pursuant to the terms of the MidSouth Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan (the "Plan"). As such counsel, we have examined and are familiar with the Company's Articles of Incorporation and By-laws (each as amended to date), the minutes of the meetings of its stockholders and directors, and its corporate stock records. In addition, we have made such investigations of law and have examined such certificates of public officials and officers of the Company and other documents and records as we have considered necessary for purposes of this opinion. We have assumed the genuineness of the signatures on and the authenticity of all documents submitted to us as originals and the conformity to original documents submitted to us as certified or photostatic copies. We also have relied upon the accuracy of the aforementioned certificates of public officials and, as to matters of fact, of officers of the Company. We have also relied on Company records and have assumed the accuracy and completeness thereof. We express no opinion as to the laws of any jurisdiction other than that of the Business Corporation Law of the State of Louisiana. Based on the foregoing, it is our opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act of 1933. Yours sincerely, CORRERO FISHMAN HAYGOOD PHELPS WEISS WALMSLEY & CASTEIX, L.L.P. EX-23 4 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of MidSouth Bancorp, Inc. on Form S-3 of our report dated February 7, 1997, appearing in the Annual Report on Form 10- KSB of MidSouth Bancorp, Inc. for the year ended December 31, 1996. Deloitte & Touche LLP New Orleans, Louisiana July 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----