8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2004

MIDSOUTH BANCORP, INC.

(Exact name of registrant as specified in charter)

Louisiana
(State or other jurisdiction of incorporation)

1-11826
(Commission File Number) 72-1020809
(IRS Employer Identification No.)

102 Versailles Boulevard, Lafayette, Louisiana 70502
(Address of principal executive offices, including zip code)

(337) 237-8343
(Registrant’s telephone number, including area code)

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

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

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

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

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

TABLE OF CONTENTS

	ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
	ITEM 8.01 OTHER EVENTS
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
Second Amendment to Agreement & Plan of Merger
Press Release - Announcing Finalization of Merger

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On May 27, 2004, MidSouth Bancorp, Inc. (“MidSouth”) and Lamar Bancshares, Inc. (“Lamar”) entered into an Agreement and Plan of Merger (the “Agreement”), pursuant to which Lamar was merged into MidSouth (the “Merger”). The Merger was consummated on October 1, 2004. MidSouth had no material relationship with Lamar or any of its affiliates prior to this transaction.

Under the terms of the Agreement, MidSouth issued shares of its common stock valued at approximately $12.5 million and paid approximately $10.5 million in cash for all of the outstanding shares of Lamar, bringing the total value of the transaction to approximately $23.0 million. The approximately $115.0 million in assets of Lamar acquired by MidSouth pursuant to the Merger consist primarily of $80.8 million in loans (net of allowance for loan losses), $22.7 million in investment securities and federal funds sold, $4.8 million in cash on hand and due from other banks, and $2.8 million in fixed assets.

ITEM 8.01 OTHER EVENTS

On October 4, 2004, MidSouth Bancorp, Inc., issued a press release announcing the finalization of the merger of Lamar Bancshares, Inc. into MidSouth Bancorp, Inc.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

The appropriate financial statements will be filed with the Securities and Exchange Commission not later than 71 calendar days after the date of this Form 8-K.

(b) Pro Forma Financial Information

The appropriate financial statements will be filed with the Securities and Exchange Commission not later than 71 calendar days after the date of this Form 8-K.

(c) Exhibits

2.1(i) Agreement and Plan of Merger, dated May 27, 2004, between MidSouth Bancorp, Inc. and Lamar Bancshares, Inc.

2.2(i) First Amendment to Agreement and Plan of Merger, dated July 14, 2004, between MidSouth Bancorp, Inc. and Lamar Bancshares, Inc.

2.3(ii) Second Amendment to Agreement and Plan of Merger, dated September 15, 2004, between MidSouth Bancorp, Inc. and Lamar Bancshares, Inc.

99.1(ii) Press release dated October 4, 2004 announcing the finalization of the merger of Lamar Bancshares, Inc. into MidSouth Bancorp, Inc.

(i)	Included in Exhibit 2.1 (amended and restated Agreement and Plan of Merger) to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by MidSouth Bancorp, Inc. on August 6, 2004.
(ii)	Filed herewith.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MIDSOUTH BANCORP, INC.
By:	/s/ C. R. Cloutier
	C.R. Cloutier
	President and Chief Executive Officer

DATE: October 7, 2004

EXHIBIT INDEX

Exhibit
Number	Description
2.3	Second Amendment to Agreement and Plan of Merger, dated September 15, 2004, between MidSouth Bancorp, Inc. and Lamar Bancshares, Inc.
99.1	Press release dated October 4, 2004 announcing the finalization of the merger of Lamar Bancshares, Inc. into MidSouth Bancorp, Inc.

EX-2.3.II

Exhibit 2.3

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) is made and entered into as of the 15th day of September 2004, by and between MidSouth Bancorp, Inc., a Louisiana bank holding company having its main office in Lafayette, Louisiana (“MidSouth”), and Lamar Bancshares, Inc., a Texas bank holding company having its main office in Beaumont, Texas (the “Seller,” (sometimes referred to collectively with MidSouth as the “Parties”).

WITNESSETH:

     WHEREAS, the Parties previously entered into that certain Agreement and Plan of Merger dated as of May 27, 2004 (the “Agreement”);

     WHEREAS, the Parties previously agreed and executed a First Amendment to Agreement and Plan of Merger, dated July 14, 2004, which clarified certain provisions in the Agreement; and

     WHEREAS, it is the desire of the Parties to again amend the Agreement to clarify certain additional terms and provisions therein.

     NOW, THEREFORE, for and in consideration of the foregoing and of the mutual representations, warranties, covenants, and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be bound hereby, the Parties hereby agree as follows:

1. Section 2.1. Section 2.1 of the Agreement is hereby amended to add the following paragraph at the end of existing Section 2.1 of the Agreement:

     “Notwithstanding the forgoing provision that for each share of Seller Stock exchanged by a shareholder of Seller Stock each such shareholder shall receive a combination of MidSouth Bancorp, Inc. stock and cash, and subject to the provisions of Section 2.2 of the Agreement, each such shareholder shall be permitted to identify to the transfer agent specific shares of his Seller Stock to be treated as being exchanged for shares of MidSouth Bancorp, Inc. common stock and specific shares of his Seller Stock to be treated as being exchanged for cash, provided that the total amount of Stock Consideration and cash consideration received by each such shareholder of Seller Stock shall be the same as if such shareholder were to make no election under this Section 2.1.”

2. Section 4.6. Section 4.6(b) of the Agreement is hereby amended in its entirety to provide as follows:

     “(b) declare, pay or make any dividend or distribution on, or reclassify or acquire, or issue (except upon exercise of options outstanding on the date of this Agreement) or sell any additional shares of or any securities or obligations convertible into or exchangeable for, its capital stock except that Seller may declare and pay (A)(i) quarterly distributions of a pro rata amount of 34% of taxable income for the preceding quarter (including a distribution prior to or on the Closing Date of a pro rata amount of 34% of the estimated taxable income calculated and previously unpaid for the period beginning July 1, 2004 and ending on the Closing Date), (ii) its regular quarterly distribution of $1.50 per share at its regular time in April, 2004, (iii) if the transactions contemplated hereby are not consummated by August 31, 2004 an additional distribution of $1.50 per share (iv) if the transactions contemplated hereby are not consummated by October 31, 2004, an additional distribution of $1.50 per share, and if the transactions contemplated hereby are not consummated by December 31, 2004, an additional distribution of $1.50 per share, and (B) a distribution of all of its rights and related liabilities with respect to its product known as “E Statement,” provided that after such dividend MidSouth will have no obligation or liability whatsoever with respect to E Statement or related activities;”

3. Section 4.6(i). Section 4.6(i) of the Agreement is hereby amended in its entirety to provide as follows:

     “(i) charge off (except as may otherwise be required by law or by regulatory authorities or by GAAP consistently applied) any Credit, or make or enter into any commitments to make any Credit which exceeds $25,000 and varies materially from its written credit policies, copies of which have been made available to MidSouth;”

4. Section 4.14. Section 4.14 of the Agreement is hereby amended in its entirety to provide as follows:

     “4.14 Benefits to Employees. (a) It is the current intention of MidSouth to retain all of the employees of Bank, but nothing herein shall be construed as giving any person any right of employment with any party or with Bank or MidSouth. From and after the Effective Date, MidSouth will, until December 31, 2004, maintain all current benefits to employees of Bank in effect on the date hereof, and shall begin a transition which will after December 31, 2004 result in providing to all persons who are employees of Bank the same employee benefits provided to the employees of MidSouth or its subsidiary bank (including benefits under profit sharing, stock bonus, 401(k) or other retirement plans, flexible benefit, vacation, severance and sick leave plans or medical, dental or life insurance policies), except that (i) there shall be no waiting period for coverage under any of such plans and no employee shall be denied benefits under such plans for a pre-existing condition, (ii) full credit shall

be given for prior service by such employees with Seller or Bank for eligibility and vesting and benefit purposes, (iii) MidSouth will for two years from the Effective Date continue to provide to Mr. David McCrady an automobile, including expenses for gas and oil, maintenance, insurance and other like expenses of operation, (iv) on or before the Closing Date the Bank will permit the purchase, at fair market value on the Bank’s books, the automobiles currently used by Messrs. Zajonc, Jason Riley, Wilma Pace, and Linda Ott Reed and at the same time increase such person’s salaries by $450 per month, and (v) if and when the vacation policy of MidSouth reduces the vacation time of the Bank’s employees, the Bank (or MidSouth Bank after the Merger) will make an upward salary adjustment aggregating no more than $4,800 to such employees. The Lamar Bancshares, Inc. 401(k) Retirement Plan (“Lamar 401(k”) will be maintained through December 31, 2004, at which point the Lamar 401(k) will be merged with and into the Code section 401(k) plan maintained by MidSouth. The Bank will, the day after the Effective Date, fund all amounts due from and payable by the Bank to Lonnie Weir, Ron D. Reed, Tom Zajonc, David Locke, Jason Riley, Wilma Pace, Linda Ott Reed (formerly Linda Carbaugh), and Carole Malmberg pursuant to each respective person’s current Change in Control Agreement. The amount funded by MidSouth to the Bank will include amounts sufficient to provide a “make-whole” bonus for each individual in the amount set forth in Exhibit E of this Agreement. During the six-month period following the Effective Time, if MidSouth terminates a Bank employee without cause, it will negotiate a severance payment to that individual based upon the individual’s length of service and level of responsibility with the Bank.”

5. Section 5.2(d). Section 5.2(d) of the Agreement is hereby amended in its entirety to provide as follows:

     “(d) Employment or Consulting Agreements. MidSouth shall have entered into or offered employment or consulting agreements with or to the following persons: (1) Lonnie Weir, for a one-year term followed by a one-year consulting agreement, a term sheet for which is included as Exhibit F to this Agreement, (2) Ron Reed, for a 5-year term and including change in control provisions, a form of which is included as Exhibit F to this Agreement; and (3) Tim Zajonc, Travis Riley, David McCrady, David Locke, Wilma Pace, Jason Riley, Linda Ott Reed, Lance Gordon, Linda Allen, and Carole Malmberg for a one-year term pursuant to the contracts attached as exhibits to this Agreement.

6. All Other Terms in Force. Except as expressly amended hereby, all terms, provisions, conditions, covenants, representations and warranties contained in the Agreement are not modified by this Amendment and continue in full force and effect as originally written. As hereby modified and amended, all of the terms and provisions of the Agreement are ratified and confirmed.

7. Multiple Counterparts. For the convenience of the parties hereto, this Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all counterparts hereof so executed by the parties hereto, whether or not such counterpart shall bear the execution of each of the parties hereto, shall be deemed to be, and shall be construed as, one and the same Amendment. A telecopy or facsimile transmission of a signed counterpart of this Amendment shall be sufficient to bind the party or parties whose signature(s) appear thereon.

     IN WITNESS WHEREOF, the Parties hereto have executed or caused this Amendment to be executed by their duly authorized officers as of the date first above written.

MIDSOUTH BANCORP, INC.
By:	/s/ C.R. Cloutier
	C.R. Cloutier, President

LAMAR BANCSHARES, INC.
By:	/s/ Ron D. Reed
	Ron D. Reed, President

Exhibit E

	A		B		C		D		E		F		G
					Net Total		Retention				Net Total
			Federal		Capital		Bonus and		Federal		Capital
	Retention		Tax		Outlay for		Make-Whole		Tax		Outlay for		Capital
Name	Bonus(1)		Benefit(2)		MidSouth		Bonus(3)		Benefit(4)		MidSouth(5)		Savings(6)
Lonnie Weir	$	134,103.12	$	45,595.06	$	134,103.12	$	179,698.18	$	61,097.38	$	118,600.80	$	15,502.32
Ron D. Reed	$	136,981.92	$	46,573.85	$	136,981.92	$	183,555.77	$	62,408.96	$	121,146.81	$	15,835.11
David Locke	$	27,000.00	$	9,180.00	$	27,000.00	$	36,180.00	$	12,301.20	$	23,878.80	$	3,121.20
Tim Zajonc	$	25,266.60	$	8,590.64	$	25,266.60	$	33,857.24	$	11,511.46	$	22,345.78	$	2,920.82
Jason Riley	$	12,442.61	$	4,230.49	$	12,442.61	$	16,673.09	$	5,668.85	$	11,004.24	$	1,438.37
Wilma Pace	$	10,162.99	$	3,455.42	$	10,162.99	$	13,618.41	$	4,630.26	$	8,988.15	$	1,174.84
Linda Ott Reed	$	8,735.42	$	2,970.04	$	8,735.42	$	11,705.47	$	3,979.86	$	7,725.61	$	1,009.81
Carole Malmberg	$	3,160.39	$	1,074.53	$	3,160.39	$	4,234.93	$	1,439.87	$	2,795.06	$	365.33
Totals	$	357,853.05	$	121,670.03	$	357,853.05	$	479,523.09	$	163,037.84	$	316,485.25	$	41,367.80

(1)	Amount to which each individual is presently entitled at closing pursuant to Change in Control Agreements which have been provided to MidSouth Bancorp, Inc.
(2)	The Retention Bonus multiplied by 34%, the tax benefit of the tax deduction at the highest Federal corporate tax rate. (A x 34%)
(3)	The make-whole bonus is the Federal tax benefit from column B, determined by grossing up the Retention Bonus to take into account that Federal Tax Benefit on the Retention Bonus, at the highest Federal corporate tax rate of 34%. (A x 1.34)
(4)	The Retention and Make-Whole Bonuses multiplied by 34%, which results in the Federal Tax Benefit of the tax deduction at the highest Federal corporate tax rate. (D x 34%)
(5)	The payment of the Retention and Make-Whole Bonuses, net of the Federal Tax Benefit of the tax deduction for payment of the Retention and Make-Whole Bonuses. (D-E)
(6)	Capital Savings that inure to the benefit of MidSouth Bancorp, Inc. resulting from payment of the Retention Bonus and the Make-Whole Bonus just after closing. (C-F)

EX-99.1

Exhibit 99.1

Oct. 4, 2004
For Immediate Release

Contact:  Rusty Cloutier (337) 237-8343
or (337) 962-9900 cell

Lafayette’s MidSouth Bank, Beaumont’s Lamar Bank announce merger closing

LAFAYETTE, LA. The boards of directors of MidSouth Bancorp, Inc. (AMEX: MSL) and Lamar Bancshares, Inc. have announced finalization of the merger of the two holding companies under the MidSouth Bancorp umbrella. The companies’ banks, Lafayette-based MidSouth Bank, N.A. and Beaumont-based Lamar Bank, are operating under their separate names, with MidSouth serving the Louisiana market and Lamar directing the Texas expansion.

     Under the terms of the agreement, MidSouth Bancorp will issue shares of common stock valued at about $12.5 million plus $10.5 million in cash for all outstanding shares of Lamar Bancshares, bringing the total value of the transaction to $23 million. MidSouth Bank had $504 million in assets and Lamar Bank had $115 million at the time of the Oct. 1 closing.

     MidSouth expects the merger will be accretive to earnings within the first year of integration. This estimate does not consider any anticipated revenue enhancements that may be realized from the merger.

     “Lamar’s corporate philosophy mirrors ours, which is why it’s such a good fit. Both management teams are confident that the transition into the MidSouth Bancorp family will be a smooth one,” said Rusty Cloutier, President and CEO of MidSouth. “MidSouth is undertaking a major Louisiana expansion, but we are just as excited about expanding Lamar’s presence in the Texas market.” No job losses have resulted from the merger and Cloutier emphasized that more positions are being added as both banks expand their operations. Lamar employs 55 people and MidSouth has 240 employees.

     “MidSouth is an aggressive Louisiana bank, and we anticipate that it will bring that same energy to the Texas market,” said Ron Reed, Lamar’s president for the past five years. Lamar Bank was founded in 1959 and now has five branch locations — three in Beaumont, one in Vidor and one in College Station - and a loan production office in Conroe.

     “Together we are focused on continuing to build new locations in Conroe and College Station, along with a north Houston and Woodlands area expansion,” Reed said. “We enjoy a robust economic environment with a strong entrepreneurial spirit, and scores of new homes are being built throughout the Golden Triangle (formed by the cities of Beaumont, Port Arthur, and Orange) to accommodate that growth. This is just the infrastructure and capital we needed to lead development of these communities.”

     Founded in 1985, MidSouth has 19 branches, a loan production office, and more than 120 ATM locations throughout the parishes of Lafayette, St. Martin, Jeff Davis, St. Landry, Iberia,

St. Mary, Calcasieu, Lafourche, and Terrebonne. This year it completed its new Moss Street branch in Lafayette and will add a second location in Lake Charles. Within the next year, the bank will also open a new location on Johnston Street in the heart of Lafayette and will construct an office in the Town Square of the traditional neighborhood development of River Ranch, bringing the total number of offices in its home base to nine.

     In 2003, for the 13th consecutive year, MidSouth Bancorp announced record earnings. Net income for the year was $6.33 million, a 43 percent increase over net income of $4.43 million in 2002. Last year, Lamar Bancshares had net income of $1.92 million, and in 2002 it earned $2.18 million.

     The Bank Advisory Group of Austin was Lamar’s investment adviser on the transaction, and the bank’s legal advisers were Jenkens & Gilchrist, based in Dallas. Investment adviser for MidSouth was SAMCO Capital Markets of Dallas; and Correro Fishman Haygood Phelps Walmsley & Casteix of New Orleans provided MidSouth’s legal counsel.

     MidSouth’s stock is traded on the American Stock Exchange under the symbol MSL.

Forward Looking Statements

     This may contain forward-looking statements within the meaning of the Private Securities Litigation Act of 1995. This act provides a safe harbor for disclosure of information about a company’s anticipated future financial performance and protects a company from unwarranted litigation if actual results differ from management’s expectations based on current assumptions, estimates and projections about MidSouth Bancorp Inc. and its subsidiaries. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of MidSouth’s control, that may cause actual results to differ materially from those currently expected, expressed, or implied. A discussion of factors affecting MidSouth’s business and prospects is contained in the Company’s most recent Quarterly Report on Form 10Q for the period ending March 31, 2004.

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