SC 13G 1 hhc13g-021402_leoseal.htm SC 13G HANCOCK HOLDING COMPANY FOR LEO SEAL Hancock Schedule 13G

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 16)

                             Hancock Holding Company
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                                (Name of Issuer)

                                  Common Stock
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                         (Title of Class of Securities)

                                   410120-10-9
                            ------------------------
                                 (CUSIP Number)

Check the following  box if a fee is being paid with this  statement [ ]. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

*The  remainder  of this cover page shall be filed out for a reporting  person's
intitial  filing on this form wich respect to the subject  class of  securities,
and for any subsequent admendment  containing  information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).








CUSIP No. 410120-10-9 13G Page 2 of 6 pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Leo W. Seal, Jr. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5. SOLE VOTING POWER NUMBER 1,159,671.7 OF SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 434,823 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 1,068,271.7 WITH 8. SHARED DISPOSITIVE POWER 434,823 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,594,494.7 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.1% 12. TYPE OF REPORTING PERSON * IN *SEE INSTRUCTION BEFORE FILLING OUT
CUSIP NO. 410120-10-9 13G Page 3 of 6 pages Amendment No. 16 to Schedule 13G Leo W. Seal, Jr. Item 1(a) Name of Issuer: Hancock Holding Company Item 1(b) Address of Issuer's Principal Executive Offices: One Hancock Plaza 2510 14th Street Gulfport, MS 39501 Item 2(a) Name of Person Filing: Leo W. Seal, Jr. Item 2(b) Address of Principal Business Office or if none, Residence: One Hancock Plaza 2510 14th Street Gulfport, MS 39501 Item 2(c) Citizenship: United States of America Item 2(d) Title of Class of Securities: Common Stock, par value $3.33 per share Item 2(e) Cusip Number: 410120-10-9 Item 3 If this statement is filed pursuant to Rules 13d-a(b) or 13d-2(b), check whether the person filing is a : (a)( ) Broker or Dealer registered under Section 15 of the Act (b)( ) Bank as defined in Section 3(a)(6) of the Act (c)( ) Insurance Company as defined in Section 3(a) (19) of the Act (d)( ) Investment Company registered under Section 8 of the Investment Company Act (e)( ) Investment Adviser registered under Section 203 of the Investmentadvisers Act of 1940 (f)( ) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 240.13d-1(b)(1)(ii)(F) (g)( ) Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G) (Note: see item 7) (h)( ) Group, in accordance with 240.13d-1(b)(1)(ii) (H)item 4 Ownership:
CUSIP NO. 410120-10-9 13G Page 4 of 6 pages Item 4 Ownership: If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire: (a) Amount Beneficially owned: 1,594,494.7 shares (including 434,823 shares as to which the reporting person disclaims beneficial ownership as disclosed in Item 6.) (b) Percent of Class: 14.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,159,671.7 (ii) shared power to vote or to direct the vote: 434,823 (iii)sole power to dispose or to direct the disposition of: 1,068,271.7 (iv) shared power to dispose or to direct the disposition of: 434,823 Item 5 Ownership of Five percent or less of a class. Not applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person. Of the shares listed in Item 4, 434,823 shares are held in fiduciary capacity in the Trust Department of Hancock Bank. The reporting person's sister and her children are the beneficiaries of this trust and therefore they have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of such shares. The reporting peson disclaims beneficial ownership of these 434,823 shares. The shares listed in this item also include 2,638.7 shares owned by the reporting person's spouse and 91,400 shares held in a charitable trust as to which the reporting person's spouse has voting authority, as to which the reporting person disclaims beneficial ownership. Also included are 31,728 shares which Mr. Seal has the option to buy through the Company's Employee Incentive Plan. Under the plan unexercised options do not have voting rights.
Page 5 of 6 pages Excluded from the shares listed in Item 4 and on Row 9 are 226,717 shares which are held in Charitable Remainder Trusts as to which Mr. Seal has no voting or dispositive powers. These shares are reported only because Mr. Seal receives the income generated from the Trusts. Item 7 Identification and Classification of the Subsidiary which Acquired the Security being reported on by the Parent Holding company. Not applicable Item 8 Identification and classification of Members of Group. Not applicable Item 9 Notice of Dissolution of Group. Not applicable
CUSIP NO. 410120-10-9 13G Page 6 of 6 pages Item 10 Certification Not applicable After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 2/14/02 ------------------------------ Date /s/ Leo W. Seal, Jr. ------------------------------ Leo W. Seal, Jr.