SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Midsouth Bancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
598039105
(CUSIP Number)
Jeffrey L. Gendell
237 Park Avenue, 9TH Floor, New York, New York 10017 (212) 692-3695
(Name, address and telephone number of person
authorized to receive notices and communications)
September 23, 2002
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment 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 purposes 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. 598039105 13D Page 2 of 11 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Financial Partners, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS **
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
158,400
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
158,400
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
158,400
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.5%
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(14) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 598039105 13D Page 3 of 11 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Management, L.L.C.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
158,400
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
158,400
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
158,400
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.5%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 598039105 13D Page 4 of 11 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey L. Gendell
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
158,400
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
158,400
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
158,400
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.5%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 598039105 13D Page 5 of 11 Pages
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.10 (the "Common
Stock") of Midsouth Bancorp, Inc. (the "Company"). The Company's principal
executive offices are located at 102 Versailles Boulevard, Lafayette, LA 70501.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Tontine Financial Partners, L.P., a Delaware limited partnership
("TFP"), with respect to the shares of Common Stock directly owned
by it;
(ii) Tontine Management, L.L.C., a Delaware limited liability company
("TM"), with respect to the shares of Common Stock directly owned
by TFP; and
(iii) Mr. Jeffrey L. Gendell with respect to the shares of Common Stock
directly owned by TFP.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures herein with respect to
persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party.
(b) The address of the principal business and principal office of TFP
and TM is 237 Park Avenue, 9th Floor, New York, New York 10017. The
business address of Mr. Gendell is 237 Park Avenue, 9th Floor, New
York, New York 10017.
(c) The principal business of TFP is serving as a private investment
limited partnership. The principal business of TM is serving as
general partner to TFP. Mr. Gendell serves as the managing member
of TM.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, was,
or is subject to, a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) TFP is a limited partnership organized under the laws of the State
of Delaware. TM is a limited liability company organized under
the laws of the State of Delaware. Mr. Gendell is a United States
citizen.
CUSIP No. 598039105 13D Page 6 of 11 Pages
Item 3. Source and Amount of Funds and Other Consideration.
The net investment cost (including commissions, if any) of the shares of
Common Stock directly owned by TFP is approximately $1,826,171. Neither Mr.
Gendell nor TM directly owns any shares of Common Stock.
The shares of Common Stock purchased by TFP were purchased with working
capital and on margin. TFP's margin transactions are with ABN AMRO Securities
LLC, on such firm's usual terms and conditions. All or part of the shares of
Common Stock directly owned by TFP may from time to time be pledged with one or
more banking institutions or brokerage firms as collateral for loans made by
such bank(s) or brokerage firm(s) to TFP. Such loans bear interest at a rate
based upon the broker's call rate from time to time in effect. Such indebtedness
may be refinanced with other banks or broker-dealers.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the shares of Common Stock by the
Reporting Persons is for investment, and the purchases of the shares of Common
Stock by the Reporting Persons were made in the ordinary course of business and
were not made for the purpose of acquiring control of the Company. Although the
acquisition of the shares of Common Stock by the Reporting Persons is for
investment purposes, the Reporting Persons may pursue discussions with
management in an effort to maximize long-term value for shareholders. Each of
the Reporting Persons may make further purchases of shares of Common Stock from
time to time and may dispose of any or all of the shares of Common Stock held by
him or it at any time. None of the Reporting Persons has any plans or proposals
which relate to, or could result in, any of the matters referred to in
paragraphs (b) through (j), inclusive, of Item 4 of the Schedule 13D. Each of
the Reporting Persons may, at any time and from time to time, review or
reconsider his or its position and formulate plans or proposals with respect
thereto, but has no present intention of doing so.
CUSIP No. 598039105 13D Page 7 of 11 Pages
Item 5. Interest in Securities of the Issuer.
A. Tontine Financial Partners, L.P.
(a) Aggregate number of shares beneficially owned: 158,400
Percentage: 5.5% The percentages used herein and in
the rest of Item 5 are calculated based upon the 2,901,142 shares of Common
Stock issued and outstanding as of July 31, 2002 as reflected in the Company's
Form 10QSB for the quarterly period ended June 30, 2002.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 158,400
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 158,400
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions by TFP in the Common Stock
within the last sixty days, which were all in the open market, are set forth in
Schedule A and are incorporated by reference.
(d) TM, the general partner of TFP, has the power to direct the
affairs of TFP, including decisions respecting the receipt of dividends from,
and the disposition of the proceeds from the sale of, the shares. Mr. Gendell is
the managing member of TM and in that capacity directs its operations.
(e) Not applicable.
B. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 158,400
Percentage: 5.5%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 158,400
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 158,400
(c) TM did not enter into any transactions in the Common Stock of
the Company within the last sixty days. The trading dates, number of shares of
Common Stock purchased or sold and the price per share for all transactions in
the Common Stock within the last sixty days on behalf of TFP, which were all in
the open market, are set forth in Schedule A, and are incorporated by reference.
(d) Not applicable.
(e) Not applicable.
C. Jeffrey L. Gendell
(a) Aggregate number of shares beneficially owned: 158,400
Percentage: 5.5%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 158,400
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 158,400
(c) Mr. Gendell did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock within the last sixty days on behalf of TFP,
which were all in the open market, are set forth in Schedule A, and are
incorporated by reference.
(d) Not applicable.
(e) Not applicable.
CUSIP No. 598039105 13D Page 8 of 11 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached as Exhibit 1 hereto,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between such persons and
any person with respect to any securities of the Company, including but not
limited to transfer or voting of any other securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended.
CUSIP No. 598039105 13D Page 9 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: October 2, 2002
/s/ JEFFREY L. GENDELL
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Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C., and as
general partner of
Tontine Financial Partners, L.P.
CUSIP No. 598039105 13D Page 10 of 11 Pages
Schedule A
Tontine Financial Partners, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
08/08/02 2,500 $12.44
08/21/02 10,000 $12.78
09/23/02 11,800 $13.12
09/24/02 700 $13.09
09/26/02 5,000 $13.09
CUSIP No. 598039105 13D Page 11 of 11 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
DATED: October 2, 2002
/s/ JEFFREY L. GENDELL
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Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Financial Partners, L.P.