-----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, MHwCThnrwlo/UsbJGxB5gT3Q76kITmEac8MkEzbYbOqZlib5Zl+1LUsnygzO00oN FnRGjudYTWCav6eTS2sfiw== 0000701853-98-000005.txt : 19980701 0000701853-98-000005.hdr.sgml : 19980701 ACCESSION NUMBER: 0000701853-98-000005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCORPSOUTH INC CENTRAL INDEX KEY: 0000701853 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 640659571 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-12991 FILM NUMBER: 98657656 BUSINESS ADDRESS: STREET 1: ONE MISSISSIPPI PL CITY: TUPELO STATE: MS ZIP: 38801 BUSINESS PHONE: 6016802000 MAIL ADDRESS: STREET 1: PO BOX 789 CITY: TUPELO STATE: MS ZIP: 38802-0789 FORMER COMPANY: FORMER CONFORMED NAME: BANCORP OF MISSISSIPPI INC DATE OF NAME CHANGE: 19920703 10-K/A 1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A-1 (Mark One) [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required, Effective October 7, 1996) For the fiscal year ended December 31, 1997 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the transition period from to ---------- ----------- Commission file number 0-10826 BANCORPSOUTH, INC. (Exact name of registrant as specified in its charter) Mississippi 64-0659571 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Mississippi Plaza Tupelo, Mississippi 38801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (601) 680-2000 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class Which Registered COMMON STOCK, $2.50 PAR VALUE NEW YORK STOCK EXCHANGE COMMON STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $2.50 PAR VALUE COMMON STOCK PURCHASE RIGHTS (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. [ ] (Cover page continues on Next Page) 2 (Continued from Cover Page) The aggregate market value of the voting stock held by non-affiliates of the Registrant as of January 31, 1998, was approximately $906,901,000 based on the closing sale price as reported on the New York Stock Exchange on January 31, 1998. On March 16, 1998, the Registrant had outstanding 22,330,782 shares of Common Stock, par value $2.50 per share. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement used in connection with Registrant's Annual Meeting of Shareholders held April 21, 1998 are incorporated by reference into Part III of this Report. 3 PART IV Item 14. - Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) 1. Consolidated Financial Statements: See Item 8. The following are filed herewith: BancorpSouth, Inc. Salary Deferral-Profit Sharing Employee Stock Ownership Plan Financial Statements and Schedules, December 31, 1997 and 1996. (a) 2. Consolidated Financial Statement Schedules: All schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes. (a) 3. Exhibits: (3) (a) Articles of incorporation, as amended (1) (b) Bylaws (2) (4) Specimen Stock Certificate (3) (10) (a) Stock Bonus Agreement between Bancorp of Mississippi, Inc. and Aubrey B. Patterson, Jr., dated November 6, 1987, and Escrow Agreement between Bank of Mississippi and Aubrey B. Patterson, Jr., dated November 6, 1987 (4)(8) (b) Form of deferred compensation arrangement between Bancorp of Mississippi, Inc. and certain key executives (5)(8) (c) 1994 Stock Incentive Plan (3)(8) (d) 1995 Non-Qualified Stock Option Plan for Non- Employee Directors (3)(8) (e) Stock Bonus Agreement between BancorpSouth, Inc. and Michael W. Weeks, dated January 17, 1995, and Escrow Agreement between Bank of Mississippi and Michael W. Weeks, dated January 17, 1995 (7)(8) (f) Stock Bonus Agreement between BancorpSouth, Inc. and Aubrey B. Patterson, Jr., dated January 20, 1998, and Escrow Agreement between Bank of Mississippi and Aubrey B. Patterson, Jr., dated March 20, 1998 (8)* (11) Statement re computation of per share earnings * (21) Subsidiaries of the Registrant * (23) Consent of Independent Accountants (27.1) Financial Data Schedule 1997 * (27.2) Restated 1996 Financial Data Schedule * (27.3) Restated 1995 Financial Data Schedule * - --------------------- * Previously filed. (1) Filed as Exhibits 3.1 and 3.2 to the Registrant's Registration Statement on Form S-4 filed on January 6, 1997, and incorporated by reference herein. (2) Filed as an exhibit to the Registrant's Registration Statement on Form 8-A filed on May 13, 1997, and incorporated by reference herein. (3) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated by reference herein. (4) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1987, and 4 incorporated by reference herein. (5) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988, and incorporated by reference herein. (6) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990, and incorporated by reference herein. (7) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995, and incorporated by reference herein. (8) Compensatory plan or arrangement. (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter ended December 31, 1997. 5 INDEPENDENT AUDITORS' REPORT The Employee Compensation and Fringe Benefit Committee BancorpSouth, Inc.: We have audited the accompanying statements of net assets available for plan benefits of BancorpSouth, Inc. Salary Deferral - Profit Sharing Employee Stock Ownership Plan as of December 31, 1997 and 1996, and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of BancorpSouth, Inc. Salary Deferral - Profit Sharing Employee Ownership Plan at December 31, 1997 and 1996, and the changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in Schedules 1 and 2 is presented for purposes of additional analysis and complying with the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and is not a required part of the basic financial statements. Such supplementary information has been subjected to the auditing procedures applied in the audit of the basic 1997 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /S/ KPMG Peat Marwick LLP May 11, 1998 6 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1997 AND 1996
1997 1996 INVESTMENTS, AT FAIR VALUE (NOTE 3): Investments in common trust fund - Bank of Mississippi Income Fund $ - 2,282,783 Investment in mutual funds: Montag and Caldwell Growth Fund 5,037,177 3,811,943 Fidelity Institutional Short Intermediate Government Fund 247,322 - Vanguard Bond Index 2,033,383 - Vanguard Intermediate Term Treasury 254,636 - Common stock of BancorpSouth, Inc. 102,445,655 58,488,259 U.S. Government and agency obligations 1,360,170 1,317,441 Certificates of deposit 200,000 466,561 Participant loans 143,518 151,283 ------------ ------------ 111,721,861 66,518,270 Accrued interest and dividends receivable 498,592 426,765 Cash in interest-bearing deposit accounts and money market accounts 507,713 1,271,513 ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $112,728,166 68,216,548 ============ ============
[FN] See accompanying notes to financial statements. 7 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995 Investment income: Net appreciation in fair value of investments (note 3) $ 41,816,744 15,854,765 6,510,598 Interest 112,855 138,332 120,366 Dividends 1,910,516 1,511,292 1,166,964 ------------ ------------ ------------ TOTAL INVESTMENT INCOME 43,840,115 17,504,389 7,797,928 ------------ ------------ ------------ Contributions: Employer 1,726,608 1,650,516 1,463,085 Employee - salary deferral 2,654,223 2,539,285 2,172,287 Rollover (note 6) - 1,909,565 - ------------ ------------ ------------ TOTAL CONTRIBUTIONS 4,380,831 6,099,366 3,635,372 ------------ ------------ ------------ 48,220,946 23,603,755 11,433,300 ------------ ------------ ------------ Benefits paid to participants 3,709,328 1,868,541 1,860,420 NET INCREASE 44,511,618 21,735,214 9,572,880 Net assets available for plan benefits: Beginning of year 68,216,548 46,481,334 36,908,454 ------------ ------------ ------------ End of year $112,728,166 68,216,548 46,481,334 ============ ============ ============
[FN] See accompanying notes to financial statements. 8 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 AND 1996 (1) DESCRIPTION OF PLAN The following description of the BancorpSouth, Inc. Salary Deferral - Profit Sharing Employee Stock Ownership Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. (A) GENERAL The Plan was adopted by BancorpSouth, Inc. (the Company) effective January 1, 1984. It is a defined contribution plan covering substantially all full-time employees who have one year of service and who have attained age eighteen. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). (B) CONTRIBUTIONS Plan participants contribute to the Plan by electing to defer one percent or more of their current compensation, in whole percentages, up to the maximum allowable by law. The Company matches amounts contributed by the participants to the Plan up to 5 percent of annual compensation. (C) INVESTMENT PROGRAMS The investment programs of the Plan are as follows: Fund A - Consists of shares of common stock of the Company and participant loans. Fund B - A fixed income fund investing in Treasury notes, certificates of deposit and other interest-bearing securities. Fund C - A balanced fund investing in common stock of corporations not affiliated with the Company, government bonds and mutual funds. Fund D - A short-term money market fund. 9 Fund E - An equity fund investing in corporations not affiliated with the Company. The first 5 percent of compensation contributed by participants and all Company contributions are invested in common stock of the Company. Any participant contribution in excess of 5 percent of compensation may be invested in the common stock of the Company or in any of the other four types of investment funds. (D) ADMINISTRATION The Plan is administered by a committee appointed by the Board of Directors of the Company. The committee is responsible for general administration of the Plan and interpretation and execution of the Plan's provisions. (E) PARTICIPANTS' ACCOUNTS Two separate accounts are maintained for each participant. All amounts contributed by the participant together with earnings thereon, and other adjustments are maintained in an "employee deferral account." Matching amounts contributed by the Company are maintained in a separate "employer contribution account" together with similar adjustments. (F) VESTING Each participant is 100 percent vested in all amounts in their employee deferral account. Vesting in the employer contribution account is as follows: 33-1/3% after two years, 66-2/3% after three years, 100% after four years. (G) PAYMENT OF BENEFITS Upon termination of service, death or permanent disability, a participant may elect to receive either a lump-sum amount equal to the value of his account, or monthly installments over a 5 to 15- year period. The monthly benefits cannot be paid over a period longer than a participant's life expectancy or for more than 5 years following his death. For distributions from Fund A, the employee may elect to receive stock of the Company or a cash amount equal to the fair value of the stock. 10 (2) SUMMARY OF ACCOUNTING POLICIES INVESTMENTS If available, quoted market prices are used to value investments. If no quoted market prices are available, estimates are used. When estimates are used, many factors, including current yields on similar securities, market factors affecting the salability of particular assets, and general economic conditions are considered. Participant loans are recorded at their outstanding loan balance. INCOME TAXES The Plan is exempt from federal income taxes in accordance with the provisions of the Internal Revenue Code. A favorable determination letter, dated August 12, 1985, was received from the Internal Revenue Service. Amounts contributed by the Company are not taxed to the employee until a distribution from the Plan is received. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the period. 11 (3) INVESTMENTS The following table presents the current values of investments. Investments that represent 5% as of the end of the year of the Plan's net assets are separately identified.
1997 1996 -------------------------------------- ------------------------------------ NUMBER OF NUMBER OF SHARES OR SHARES OR PRINCIPAL PRINCIPAL AMOUNT COST FAIR VALUE AMOUNT COST FAIR VALUE FUND A: Common stock - BancorpSouth, Inc. 2,168,162 $ 31,109,692 102,445,655 2,107,685 $ 27,848,906 58,488,259 Participant loans - 143,518 143,518 - 151,283 151,283 ------------ ------------ ------------ ------------ 31,253,210 102,589,173 28,000,189 58,639,542 ------------ ------------ ------------ ------------ FUND B: U.S. Government Securities - treasury notes 150,000 149,045 153,563 210,000 209,600 214,303 U.S. Government Agencies: Federal Farm Credit Bank notes 100,000 100,382 102,706 100,000 100,382 102,809 Federal Home Loan Bank notes 500,000 500,014 501,891 250,000 250,007 247,658 Federal National Mortgage Association notes 600,000 600,223 602,010 750,000 750,228 752,671 Time deposits: BancorpSouth Bank certificates of deposit 100,000 100,000 100,000 286,561 286,561 286,561 Other certificates of deposit 100,000 100,000 100,000 180,000 180,000 180,000 ------------ ------------ ------------ ------------ 1,549,664 1,560,170 1,776,778 1,784,002 ------------ ------------ ------------ ------------ FUND C: Common trust fund - BancorpSouth Bank income fund - - - 122,565 1,680,256 2,282,783 Mutual funds: Montag and Caldwell growth fund 89,398 1,401,474 2,085,653 111,176 1,733,309 2,016,727 Fidelity Institutional Short Intermediate Government Fund 26,255 245,018 247,322 - - - Vanguard Bond Index 201,525 1,960,142 2,033,383 - - - Vanguard Intermediate Term Treasury 23,865 245,018 254,636 - - - ------------ ------------ ------------ ------------ 3,851,652 4,620,994 3,413,565 4,299,510 ------------ ------------ ------------ ------------ FUND E: Mutual fund - Montag and Caldwell growth fund 126,512 2,140,228 2,951,524 98,964 1,544,701 1,795,216 ------------ ------------ ------------ ------------ TOTAL INVESTMENTS $ 38,794,754 111,721,861 $ 34,735,233 66,518,270 ============ ============ ============ ============
12 The Plan's investments, including investments bought, sold, and held during the year appreciated (depreciated) in fair value during the years ended December 31, 1997, 1996 and 1995, respectively, as follows:
1997 1996 1995 NET APPRECIATION (DEPRECIATION) IN FAIR VALUE: Common Trust and Mutual Funds $ 1,152,868 1,034,286 1,057,099 Common stock of BancorpSouth, Inc. 40,662,070 14,840,969 5,396,989 U.S. Government and agency obligations 1,806 (20,490) 56,510 ------------ ------------ ------------ NET APPRECIATION IN FAIR VALUE $ 41,816,744 15,854,765 6,510,598 ============ ============ ============
The Company had a two-for-one stock split during 1995. Information relating to share data has been retroactively adjusted to reflect this stock split. (4) PARTICIPANT-DIRECTED INVESTMENT PROGRAMS Net assets available for benefits at December 31, 1997 and 1996 and changes in net assets available for plan benefits by investment fund for the years ended December 31, 1997, 1996 and 1995 are as follows: 13
ASSETS, AT FAIR VALUE: Investment in mutual funds: Montag and Caldwell growth fund $ - - 2,085,653 - 2,951,524 5,037,177 Fidelity Institutional Short Intermediate Government Fund - - 247,322 - - 247,322 Vanguard Bond Index - - 2,033,383 - - 2,033,383 Vanguard Intermediate Term Treasury - - 254,636 - - 254,636 Common stock of BancorpSouth, Inc. 102,445,655 - - - - 102,445,655 U.S. Government and agency obligations - 1,360,170 - - - 1,360,170 Certificates of deposit - 200,000 - - - 200,000 Participant loans 143,518 - - - - 143,518 ------------ ------------ ------------ ------------ ------------ ------------ 102,589,173 1,560,170 4,620,994 - 2,951,524 111,721,861 Accrued interest and dividends receivable 476,996 21,596 - - - 498,592 Cash in interest-bearing deposit accounts and money market accounts 182,810 18,339 46,782 224,335 35,447 507,713 ------------ ------------ ------------ ------------ ------------ ------------ TOTAL ASSETS AVAILABLE FOR PLAN BENEFITS $103,248,979 1,600,105 4,667,776 224,335 2,986,971 112,728,166 ============ ============ ============ ============ ============ ============
1997 CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND ---------------------------------------------------------------------------------- FUND A FUND B FUND C FUND D FUND E TOTAL ------------ ------------ ------------ ------------ ------------ ------------ Investment income: Net appreciation (depreciation) in fair value of investments $ 40,662,070 1,806 592,087 - 560,781 41,816,744 Interest 11,889 100,966 - - - 112,855 Dividends 1,711,723 9,749 130,209 14,901 43,934 1,910,516 ------------ ------------ ------------ ------------ ------------ ------------ TOTAL INVESTMENT INCOME 42,385,682 112,521 722,296 14,901 604,715 43,840,115 Contributions: Employer 1,722,117 108 4,383 - - 1,726,608 Employee - salary deferral 2,210,448 46,085 166,607 7,916 223,167 2,654,223 ------------ ------------ ------------ ------------ ------------ ------------ TOTAL CONTRIBUTIONS 3,932,565 46,193 170,990 7,916 223,167 4,380,831 Transfers 209,258 (323,333) (206,472) (37,491) 358,038 - Benefits paid to participants 2,839,245 320,639 348,816 141,922 58,706 3,709,328 ------------ ------------ ------------ ------------ ------------ ------------ NET INCREASE 43,688,260 (485,258) 337,998 (156,596) 1,127,214 44,511,618 Net assets available for plan benefits: Beginning of year 59,560,719 2,085,363 4,329,778 380,931 1,859,757 68,216,548 ------------ ------------ ------------ ------------ ------------ ------------ End of year $103,248,979 1,600,105 4,667,776 224,335 2,986,971 112,728,166 ============ ============ ============ ============ ============ ============
14
ASSETS, AT FAIR VALUE: Investments in common trust funds: Bank of Mississippi income fund $ - - 2,282,783 - - 2,282,783 Investment in mutual fund: Montag and Caldwell growth fund - - 2,016,727 - 1,795,216 3,811,943 Common stock of BancorpSouth, Inc. 58,488,259 - - - - 58,488,259 U.S. Government and agency obligations - 1,317,441 - - - 1,317,441 Certificates of deposit - 466,561 - - - 466,561 Participant loans 151,283 - - - - 151,283 ------------ ------------ ------------ ------------ ------------ ------------ 58,639,542 1,784,002 4,299,510 - 1,795,216 66,518,270 Accrued interest and dividends receivable 400,460 26,305 - - - 426,765 Cash in interest-bearing deposit accounts and money market accounts 520,717 275,056 30,268 380,931 64,541 1,271,513 ------------ ------------ ------------ ------------ ------------ ------------ TOTAL ASSETS AVAILABLE FOR PLAN BENEFITS $ 59,560,719 2,085,363 4,329,778 380,931 1,859,757 68,216,548 ============ ============ ============ ============ ============ ============
1996 CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND FUND ---------------------------------------------------------------------------------- FUND A FUND B FUND C FUND D FUND E TOTAL ------------ ------------ ------------ ------------ ------------ ------------ Investment income: Net appreciation (depreciation) in fair value of investments $ 14,840,969 (20,490) 588,556 - 445,730 15,854,765 Interest 12,408 125,924 - - - 138,332 Dividends 1,473,567 4,860 3,734 25,664 3,467 1,511,292 ------------ ------------ ------------ ------------ ------------ ------------ TOTAL INVESTMENT INCOME 16,326,944 110,294 592,290 25,664 449,197 17,504,389 Contributions: Employer 1,650,516 - - - - 1,650,516 Employee - salary deferral 2,114,836 60,615 163,214 9,523 191,097 2,539,285 Rollover - - - 1,909,565 - 1,909,565 ------------ ------------ ------------ ------------ ------------ ------------ TOTAL CONTRIBUTIONS 3,765,352 60,615 163,214 1,919,088 191,097 6,099,366 Transfers 1,237,724 101,192 232,562 (1,710,413) 138,935 - Benefits paid to participants 1,393,043 210,498 99,473 112,445 53,082 1,868,541 ------------ ------------ ------------ ------------ ------------ ------------ NET INCREASE 19,936,977 61,603 888,593 121,894 726,147 21,735,214 Net assets available for plan benefits: Beginning of year 39,623,742 2,023,760 3,441,185 259,037 1,133,610 46,481,334 ------------ ------------ ------------ ------------ ------------ ------------ End of year $ 59,560,719 2,085,363 4,329,778 380,931 1,859,757 68,216,548 ============ ============ ============ ============ ============ ============
15
Investment income: Net appreciation in fair value of investments $ 5,396,989 56,510 765,265 - 291,834 6,510,598 Interest 7,702 112,664 - - - 120,366 Dividends 1,142,246 6,629 1,333 15,571 1,185 1,166,964 ------------ ------------ ------------ ------------ ------------ ------------ TOTAL INVESTMENT INCOME 6,546,937 175,803 766,598 15,571 293,019 7,797,928 Contributions: Employer 1,463,085 - - - - 1,463,085 Employee - salary deferral 1,769,003 77,543 160,083 15,000 150,658 2,172,287 ------------ ------------ ------------ ------------ ------------ ------------ TOTAL CONTRIBUTIONS 3,232,088 77,543 160,083 15,000 150,658 3,635,372 Transfers 211,431 112,159 (391,285) 26,511 41,184 - Benefits paid to participants 1,336,055 222,366 238,676 51,227 12,096 1,860,420 ------------ ------------ ------------ ------------ ------------ ------------ NET INCREASE 8,654,401 143,139 296,720 5,855 472,765 9,572,880 Net assets available for plan benefits: Beginning of year 30,969,341 1,880,621 3,144,465 253,182 660,845 36,908,454 ------------ ------------ ------------ ------------ ------------ ------------ End of year $ 39,623,742 2,023,760 3,441,185 259,037 1,133,610 46,481,334 ============ ============ ============ ============ ============ ============
Dividend income earned from the investment in stock of BancorpSouth, Inc. a related party was $1,711,723, $1,473,567 and $1,142,246 in 1997, 1996 and 1995, respectively. (5) PLAN TERMINATION Although the Company has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. (6) ROLLOVER In December 1995, in accordance with the business combination between Wes- Tenn Bancorp, Inc. and BancorpSouth, Inc., the Board of Directors of Wes- Tenn Bancorp, Inc. elected to terminate the Wes-Tenn 401K Plan. Participants in the Wes-Tenn 401K Plan had the option of transferring their individual accounts into the Plan. In February 1996, individual accounts totaling $1,909,565 were transferred to the Plan. 16 (7) RECONCILIATION BETWEEN FINANCIAL STATEMENT AMOUNTS AND FORM 5500 ------------------------- The following is a reconciliation of net assets available for Plan benefits per the financial statements to the Form 5500:
December 31, -------------------------- 1997 1996 ------------ ------------ Net assets available for benefits per the financial statements $112,728,166 68,216,548 Amounts allocated to withdrawing participants 4,542,590 2,934,312 ------------ ------------ Net assets available for benefits as filed in Form 5500 $108,185,576 65,282,236 ============ ============
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
1997 1996 ------------ ------------ Benefits paid to participants per the financial statements $ 3,709,328 1,868,541 Add: Amounts allocated to withdrawing participants at December 31, 1997 and 1996 4,542,590 2,934,312 Less: Amounts allocated to withdrawing participants at December 31, 1996 and 1995 (2,934,312) (1,104,490) ------------ ------------ Benefits paid to participants per the Form 5500 $ 5,317,606 3,698,363 ============ ============
17 Schedule 1 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES INVESTMENT AT END OF PLAN YEAR DECEMBER 31, 1997
PAR/NUMBER FAIR ISSUER DESCRIPTION OF SHARES COUPON MATURITY COST VALUE - ----------------------------- ----------------------------------- ------------ ------------ ------------ ------------ ------------ BancorpSouth, Inc.* Common stock 2,168,162 - - $ 31,109,692 102,445,655 Participant loans Loans from 6.500 01/25/98 to 10.000 10/29/02 143,518 143,518 U.S. Government Treasury note 150,000 7.125 09/30/99 149,045 153,563 U.S. Government Federal Home Loan Bank Note 150,000 7.250 10/30/02 150,004 152,437 U.S. Government Agency Federal Home Loan Bank Note 150,000 6.309 11/26/02 150,004 149,954 U.S. Government Agency Federal Home Loan Bank Note 200,000 6.240 12/01/00 200,006 199,500 U.S. Government Agency Federal National Mortgage Association Note 250,000 6.550 08/10/00 250,317 251,250 U.S. Government Agency Federal National Mortgage Association Note 350,000 6.650 03/26/01 349,906 350,760 U.S. Government Agency Federal Farm Credit Bank 100,000 7.170 04/03/00 100,382 102,706 BancorpSouth Bank* Certificate of deposit 100,000 5.350 04/08/98 100,000 100,000 FNB Vicksburg Certificate of deposit 100,000 6.000 02/22/98 100,000 100,000 Montag & Caldwell Growth Fund Mutual fund 215,910 - - 3,541,702 5,037,177 Fidelity Institutional Short Intermediate Government Fund Mutual fund 26,255 - - 245,018 247,322 Vanguard Bond Index Mutual fund 201,525 - - 1,960,142 2,033,383 Vanguard Intermediate Term Treasury Mutual fund 23,865 - - 245,018 254,636 ------------ ------------ $ 38,794,754 111,721,861 ============ ============
* Both BancorpSouth and BancorpSouth Bank are parties in interest to the Plan. 18 Schedule 2 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1997
TOTAL NUMBER OF PURCHASE SELLING GAIN DESCRIPTION OF SECURITY TRANSACTIONS PRICE/COST PRICE (LOSS) - ---------------------------------------------------------- ------------ ------------ ------------ ------------ PURCHASES: Common stock of BancorpSouth, Inc.* 41 $ 4,296,453 - - Mutual funds: Montag and Caldwell Growth Fund 8 555,000 - - Fidelity Institutional Short Intermediate Government Fund 3 245,018 - - Vanguard Bond Index 3 1,960,142 - - Vanguard Intermediate Term Treasury 3 245,018 - - Government Obligations Fund 360 7,316,499 - - SALES: Common Trust Funds: BancorpSouth Bank* Income Fund 1 1,680,256 2,300,178 619,921 Mutual Funds: Montag and Caldwell Growth Fund 5 366,233 455,000 88,767 Government Obligations Fund 187 8,183,453 8,183,453 -
* Both BancorpSouth and BancorpSouth Bank are parties in interest to the Plan. 19 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BANCORPSOUTH, INC. DATE: June 30, 1998 /s/ L. Nash Allen, Jr. L. Nash Allen, Jr. Treasurer and Chief Financial Officer EX-23 2 INDEPENDENT AUDITORS CONSENT 1 INDEPENDENT AUDITOR'S CONSENT The Board of Directors BancorpSouth, Inc.: We consent to incorporation by reference in the Registration Statement (No. 2- 88488) on Form S-8 of BancorpSouth, Inc. Salary Deferral - Profit Sharing Employee Stock Ownership Plan of our report dated May 11, 1998, relating to the statements of net assets available for plan benefits of BancorpSouth, Inc. Salary Deferral - Profit Sharing Employee Stock Ownership Plan as of December 31, 1997 and 1996, and the related statements of changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1997, which report appears in the December 31, 1997 Annual Report on Form 10-K, as amended on June 30, 1998, of BancorpSouth, Inc. /s/ KPMG Peat Marwick LLP Memphis, Tennessee June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----