-----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, LHtxtoUWgRg+F/S2PjltcvW9USm4afj1fRalBDWITDPaudt3UfThjL+R0WTkuWDH mnOV5lxPkunIwzpIZV9meA== 0000950144-96-003845.txt : 19960701 0000950144-96-003845.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950144-96-003845 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: NASD 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: 1934 Act SEC FILE NUMBER: 000-10826 FILM NUMBER: 96588784 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 BANCORPSOUTH FORM 10-K/A 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 (Fee Required) For the fiscal year ended December 31, 1995 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 38801 Tupelo, Mississippi (Zip Code) (Address of principal executive offices) 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 - ------------------- ------------------------ NONE NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $2.50 PAR VALUE (Title of Class) (Cover page continues on Next Page) (Continued from Cover Page) 2 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. [ ] The aggregate market value of the voting stock held by non-affiliates of the Registrant as of January 31, 1996, was approximately $485,419,000 based on the closing sale price as reported on the Nasdaq Stock Market. On March 15, 1996, the Registrant had outstanding 21,008,526 shares of Common Stock, par value $2.50 per share. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Annual Report to Shareholders for the fiscal year ended December 31, 1995 are incorporated by reference into Part II of this Report. Portions of the definitive Proxy Statement used in connection with Registrant's Annual Meeting of Shareholders held April 23, 1996 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: The following have been incorporated herein from the Company's 1995 Annual Report to Shareholders: -Report of Independent Auditors -Consolidated balance sheets as of December 31, 1995 and 1994 -Consolidated statements of income for the three years ended December 31, 1995 -Consolidated statements of shareholders' equity for the three years ended December 31, 1995 -Consolidated statements of cash flows for the three years ended December 31, 1995 -Notes to consolidated financial statements for the three years ended December 31, 1995 The following are filed herewith: -BancorpSouth, Inc. Salary Deferral-Profit Sharing Employee Stock Ownership Plan Financial Statements and Schedules, December 31, 1995 and 1994. -Consent of KPMG Peat Marwick LLP 4 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, 1995 and 1994, and the related statements of changes in net assets available for plan benefits for the three-year period ended December 31, 1995. 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, 1995 and 1994, and the changes in net assets available for plan benefits for the three-year period ended December 31, 1995, 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 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 13, 1996 5 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1995 AND 1994
1995 1994 ---- ---- INVESTMENTS (NOTE 3): Investments in common trust funds: Bank of Mississippi Equity Fund $ 2,601,809 1,895,945 Bank of Mississippi Income Fund 1,931,515 1,861,528 Common stock of BancorpSouth, Inc. 39,070,026 30,413,007 U.S. Government and agency obligations 1,245,143 948,897 Certificates of deposit 660,614 855,000 Participant loans 112,768 121,131 ----------- ---------- 45,621,875 36,095,508 Accrued interest and dividends receivable 322,872 291,469 Cash in interest-bearing deposit accounts and money market accounts 536,587 521,477 ----------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $46,481,334 36,908,454 =========== ==========
See accompanying notes to financial statements. 6 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993 ---- ---- ---- Investment income: Net appreciation in fair value of investments (note 3) $ 6,510,598 632,946 3,250,645 Interest 120,366 117,600 118,602 Dividends 1,166,964 982,127 767,383 ----------- ---------- ---------- TOTAL INVESTMENT INCOME 7,797,928 1,732,673 4,136,630 ----------- ---------- ---------- Contributions: Employer 1,463,085 1,387,056 1,243,687 Employee - salary deferral 2,172,287 1,969,113 1,822,296 ESOP rollover (note 6) - - 146,698 ----------- ---------- ---------- TOTAL CONTRIBUTIONS 3,635,372 3,356,169 3,212,681 ----------- ---------- ---------- 11,433,300 5,088,842 7,349,311 Benefits paid to participants 1,860,420 1,485,454 1,356,225 ----------- ---------- ---------- NET INCREASE 9,572,880 3,603,388 5,993,086 Net assets available for plan benefits: Beginning of year 36,908,454 33,305,066 27,311,980 ----------- ---------- ---------- End of year $46,481,334 36,908,454 33,305,066 =========== ========== ==========
See accompanying notes to financial statements. 7 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 (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 employee 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. 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. (Continued) 8 2 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS (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, forfeiture allocations, and other adjustments are maintained in an "employee deferral account.O 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 his 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 value of the stock. (H) RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform to the 1994 presentation. (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. Amounts contributed by the Company are not taxed to the employee until a distribution from the Plan is received. (Continued) 9 3 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS (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.
1995 1994 -------------------------------------- --------------------------------------- NUMBER OF NUMBER OF SHARES OR SHARES OR PRINCIPAL PRINCIPAL AMOUNT COST FAIR VALUE AMOUNT COST FAIR VALUE ------ ---- ---------- ------ ---- ---------- FUND A: Common stock - BancorpSouth, Inc. 1,929,384 $23,288,480 39,070,026 1,772,634 $19,022,319 30,413,007 Participant loans - 112,768 112,768 - 121,131 121,131 ----------- ---------- ----------- ---------- 23,401,248 39,182,794 19,143,450 30,534,138 ----------- ---------- ----------- ---------- FUND B: U.S. Government Securities: Treasury notes 320,000 320,962 330,850 320,000 320,962 306,002 U.S. Government Agencies: Federal Farm Credit Bank notes 200,000 200,397 206,605 - - - Federal Home Loan Bank notes 250,000 250,007 252,265 300,000 298,148 296,094 Federal National Mortgage Association 450,000 451,915 455,423 200,000 201,598 186,500 Student Loan Marketing Association - - - 160,000 157,603 160,301 Time deposits: Bank of Mississippi certificates of deposit 480,614 480,614 480,614 675,000 675,000 675,000 Other certificates of deposit 180,000 180,000 180,000 180,000 180,000 180,000 ----------- ---------- ----------- ---------- 1,883,895 1,905,757 1,833,311 1,803,897 ----------- ---------- ----------- ---------- FUND C: Common trust funds: Bank of Mississippi income fund 106,233 1,390,279 1,931,515 121,599 1,570,111 1,861,528 Bank of Mississippi equity fund 16,603 564,128 1,488,297 19,588 659,011 1,254,061 ----------- ---------- ----------- ---------- 1,954,407 3,419,812 2,229,122 3,115,589 ----------- ---------- ----------- ---------- FUND E: Common trust funds: Bank of Mississippi equity fund 12,422 767,552 1,113,512 10,026 587,758 641,884 ----------- ---------- ----------- ---------- TOTAL INVESTMENTS $28,007,102 45,621,875 $23,793,641 36,095,508 =========== ========== =========== ==========
(Continued) 10 4 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS The Plan's investments, including investments bought, sold, and held during the year appreciated (depreciated) in fair value during the years ended DecemberE31, 1995, 1994 and 1993, respectively, as follows:
1995 1994 1993 ---- ---- ---- NET APPRECIATION (DEPRECIATION) IN FAIR VALUE: Common Trust Funds $1,057,099 (56,725) 301,552 Common stock of BancorpSouth, Inc. 5,396,989 744,584 2,956,126 U.S. Government and agency obligations 56,510 (54,913) (7,033) ---------- -------- --------- NET APPRECIATION IN FAIR VALUE $6,510,598 632,946 3,250,645 ========== ======== =========
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, 1995 and 1994 and changes in net assets available for plan benefits by investment fund for the years ended December 31, 1995, 1994 and 1993 are as follows:
1995 ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND --------------------------------------------------------------------- FUND A FUND B FUND C FUND D FUND E TOTAL ----------- --------- --------- ---------- -------- ---------- ASSETS, AT CURRENT VALUE: Investments in common trust funds: Bank of Mississippi Equity Fund $ - - 1,488,297 - 1,113,512 2,601,809 Bank of Mississippi Income Fund - - 1,931,515 - - 1,931,515 Common stock of BancorpSouth, Inc. 39,070,026 - - - - 39,070,026 U.S. Government and agency obligations - 1,245,143 - - - 1,245,143 Certificates of deposit - 660,614 - - - 660,614 Participant loans 112,768 - - - - 112,768 ----------- --------- --------- --------- --------- ---------- 39,182,794 1,905,757 3,419,812 - 1,113,512 45,621,875 Accrued interest and dividends receivable 299,055 23,817 - - - 322,872 Cash in interest-bearing deposit accounts and money market accounts 141,893 94,186 21,373 259,037 20,098 536,587 ----------- --------- --------- --------- --------- ---------- TOTAL ASSETS AVAILABLE FOR PLAN BENEFITS $39,623,742 2,023,760 3,441,185 259,037 1,133,610 46,481,334 =========== ========= ========= ========= ========= ==========
(Continued) 11 5 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS
1995 ------------------------------------------------------------------------- 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 $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 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 (DECREASE) 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 =========== ========= ========= ======= ========= ==========
(Continued) 12 6 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS
1994 -------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND -------------------------------------------------------------------------- FUND A FUND B FUND C FUND D FUND E TOTAL ----------- --------- --------- ------- --------- ---------- ASSETS, AT CURRENT VALUE: Investments in common trust funds: Bank of Mississippi Equity Fund $ - - 1,254,061 - 641,884 1,895,945 Bank of Mississippi Income Fund - - 1,861,528 - - 1,861,528 Common stock of BancorpSouth, Inc. 30,413,007 - - - - 30,413,007 U.S. Government and agency obligations - 948,897 - - - 948,897 Certificates of deposit - 855,000 - - - 855,000 Participant loans 121,131 - - - - 121,131 ----------- --------- --------- ------- ------- ---------- 30,534,138 1,803,897 3,115,589 - 641,884 36,095,508 Accrued interest and dividends receivable 265,895 25,574 - - - 291,469 Cash in interest-bearing deposit accounts and money market accounts 169,308 51,150 28,876 253,182 18,961 521,477 ----------- --------- --------- ------- ------- ---------- TOTAL ASSETS AVAILABLE FOR PLAN BENEFITS $30,969,341 1,880,621 3,144,465 253,182 660,845 36,908,454 =========== ========= ========== ======= ======== ==========
1994 -------------------------------------------------------------------------- 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 $ 744,584 (54,913) (55,729) - (996) 632,946 Interest 6,002 111,598 - - - 117,600 Dividends 962,315 5,458 1,853 10,755 1,746 982,127 ----------- --------- --------- ------- ------- ---------- TOTAL INVESTMENT INCOME 1,712,901 62,143 (53,876) 10,755 750 1,732,673 Contributions: Employer 1,387,056 - - - - 1,387,056 Employee 1,541,095 64,957 211,964 9,176 141,921 1,969,113 ----------- --------- --------- ------- ------- ---------- TOTAL CONTRIBUTIONS 2,928,151 64,957 211,964 9,176 141,921 3,356,169 Transfers (175,159) 1,954 90,013 (43,231) 126,423 - Benefits paid to participants 1,267,442 114,332 47,007 50,168 6,505 1,485,454 ----------- --------- --------- ------- ------- ---------- NET INCREASE (DECREASE) 3,198,451 14,722 201,094 (73,468) 262,589 3,603,388 Net assets available for plan benefits: Beginning of year 27,770,890 1,865,899 2,943,371 326,650 398,256 33,305,066 ----------- --------- --------- ------- ------- ---------- End of year $30,969,341 1,880,621 3,144,465 253,182 660,845 36,908,454 =========== ========= ========= ======= ======= ==========
(Continued) 13 7 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS
1993 -------------------------------------------------------------------------- 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 $ 2,956,126 (7,033) 266,960 - 34,592 3,250,645 Interest 6,863 111,479 260 - - 118,602 Dividends 755,068 3,497 1,194 7,137 487 767,383 ----------- --------- --------- ------- ------- ---------- TOTAL INVESTMENT INCOME 3,718,057 107,943 268,414 7,137 35,079 4,136,630 Contributions: Employer 1,243,687 - - - - 1,243,687 Employee 1,423,920 71,209 203,743 8,208 115,216 1,822,296 ESOP rollover - - - 146,698 - 146,698 ----------- --------- --------- ------- ------- ---------- TOTAL CONTRIBUTIONS 2,667,607 71,209 203,743 154,906 115,216 3,212,681 Transfers (30,925) (64,251) 101,260 (54,621) 48,537 - ----------- --------- --------- ------- ------- ---------- 6,354,739 114,901 573,417 107,422 198,832 7,349,311 Benefits paid to participants 742,587 467,442 84,225 48,024 13,947 1,356,225 ----------- --------- --------- ------- ------- ---------- NET INCREASE (DECREASE) 5,612,152 (352,541) 489,192 59,398 184,885 5,993,086 Net assets available for plan benefits: Beginning of year 22,158,738 2,218,440 2,454,179 267,252 213,372 27,311,980 ----------- --------- --------- ------- ------- ---------- End of year $27,770,890 1,865,899 2,943,371 326,650 398,257 33,305,066 =========== ========= ========= ======= ======= ==========
(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) ESOP ROLLOVER On August 31, 1992, in accordance with the business combination between Volunteer Bancshares, Inc. and Bancorp of Mississippi, Inc. (the predecessor of the Company), the Board of Directors of Volunteer Bancshares, Inc. decided to terminate the Jackson National Bank Employee Stock Ownership Plan (the Jackson National Plan). Participants in the Jackson National Plan had the option of transferring their individual accounts into the Plan. In November 1993, individual accounts totaling $146,698 were transferred to the Plan. (Continued) 14 8 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS (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, ------------------------ 1995 1994 ---- ---- Net assets available for benefits per the financial statements $46,481,33 436,908,454 Amounts allocated to withdrawing participants 1,104,490 924,512 ---------- ----------- Net assets available for benefits as filed in Form 5500 $45,376,844 35,983,942 =========== ===========
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Benefits paid to participants per the financial statements $ 1,860,420 Add: Amounts allocated to withdrawing participants at December 31, 1995 1,104,490 Less: Amounts allocated to withdrawing participants at December 31, 1994 (924,512) ----------- Benefits paid to participants per the Form 5500 $ 2,040,398 ===========
(Continued) 15 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, 1995
PAR/NUMBER FAIR ISSUER DESCRIPTION OF SHARES COUPON MATURITY COST VALUE ------ ----------- --------- ------ -------- ---- ----- BancorpSouth, Inc. Common stock 1,929,384 - - $23,288,480 39,070,026 Participant loans Loans - - - 112,768 112,768 U.S. Government Treasury note 160,000 5.625 01/31/98 161,981 161,250 U.S. Government Treasury note 160,000 7.125 09/30/99 158,981 169,600 U.S. Government Agency Federal Home Loan Bank Note 250,000 6.240 12/01/00 250,007 252,264 U.S. Government Agency Federal National Mortgage Association Note 200,000 5.350 10/10/97 201,597 199,250 U.S. Government Agency Federal National Mortgage Association Note 250,000 6.550 08/10/00 250,318 256,173 U.S. Government Agency Federal Farm Credit Bank 100,000 7.170 04/03/00 100,382 106,022 U.S. Government Agency Federal Farm Credit Bank 100,000 7.040 05/04/98 100,015 100,584 Bank of Mississippi Income Fund Common trust fund 106,233 - - 1,390,279 1,931,515 Bank of Mississippi Equity Fund 16,603 - - 564,128 1,488,297 Bank of Mississippi Equity Fund Common trust fund 12,422 - - 767,552 1,113,512 Bank of Mississippi, Inc. Certificate of deposit 200,000 7.300 10/29/96 200,000 200,000 Bank of Mississippi, Inc. Certificate of deposit 75,000 5.250 02/21/97 75,000 75,000 Bank of Mississippi, Inc. Certificate of deposit 105,614 5.500 10/06/97 105,614 105,614 Bank of Mississippi, Inc. Certificate of deposit 100,000 5.350 04/08/98 100,000 100,000 Lamar County Bank Certificate of deposit 80,000 5.150 04/08/97 80,000 80,000 FNB Vicksburg Certificate of deposit 100,000 6.000 02/22/98 100,000 100,000 ----------- ---------- $28,007,102 45,621,875 =========== ==========
16 Schedule 2 BANCORPSOUTH, INC. - SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1994
TOTAL NUMBER OF PURCHASE SELLING GAIN DESCRIPTION OF SECURITY TRANSACTIONS PRICE/COST PRICE (LOSS) ----------------------- ------------ ---------- ------- ------ PURCHASES - common stock of BancorpSouth, Inc. 52 $3,478,103 - -
17 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 28, 1996 /s/ L. Nash Allen, Jr. ---------------------- L. Nash Allen, Jr. Treasurer and Chief Financial Officer EX-23 2 INDEPENDENT AUDITORS CONSENT 1 Exhibit No. Exhibit Index - ----------- -------------- 23 Independent Auditor's Consent 2 INDEPENDENT AUDITORS' 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 13, 1996, 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, 1995 and 1994, 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, 1995, which report appears in the December 31, 1995 annual report on Form 10-K, as amended on July 1, 1996, of BancorpSouth, Inc. Memphis, Tennessee June 28, 1996 -----END PRIVACY-ENHANCED MESSAGE-----