-----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, SDXsqSUi1hAMocQhtLNN7Fx1hjDVHqVUsb95qTtd68/98DcX7LnDnSHkWZU3pSkc waybkMSYALDPXP6iVAQbHw== 0000950144-98-010459.txt : 19980904 0000950144-98-010459.hdr.sgml : 19980904 ACCESSION NUMBER: 0000950144-98-010459 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980903 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980903 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: 8-K SEC ACT: SEC FILE NUMBER: 001-12991 FILM NUMBER: 98704014 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 8-K 1 BANCORPSOUTH INC FORM 8-K 1 - -------------------------------------------------------------------------------- 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): September 3, 1998 (August 27, 1998) ------------------------------ BANCORPSOUTH, INC. (Exact Name of Registrant as Specified in Its Charter) MISSISSIPPI 0-10826 64-0659571 (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification Incorporation) Number) ONE MISSISSIPPI PLAZA TUPELO, MISSISSIPPI 38801 (Address of Principal Executive Offices) (Zip Code) (601) 680-2000 (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE (Former Name or Former Address, if Changed from Last Report) - -------------------------------------------------------------------------------- 2 ITEM 5. OTHER EVENTS On August 27, 1998, the Registrant issued a press release regarding the Registrant's proposed merger with The First Corporation, which is expected to close at or around December 31, 1998. A copy of the press release is filed as Exhibit 99.1 hereto, which is incorporated herein by reference. Statements contained in this Current Report which are not historical in nature are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, those relating to the future value of the Registrant's assets and the likelihood of either the merger with The First Corporation or the pending mergers with Merchants Capital Corporation or Alabama Bancorp., Inc. closing or being granted regulatory approval. Such forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from the anticipated results. These risks and uncertainties include failure to obtain necessary regulatory or shareholder approval, failure of other conditions to closing to be satisfied, possibility of competing bids, regulatory constraints and other factors as may be identified from time to time in the Registrant's filings with the Securities and Exchange Commission or in the Registrant's press releases. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) The following exhibit is filed herewith: Exhibit Number Description - -------------- ----------- 99.1 Press Release of the Registrant, dated August 27, 1998 2 3 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. BANCORPSOUTH, INC. By: /S/ L. NASH ALLEN, JR. ------------------------------------- L. Nash Allen, Jr. Treasurer and Chief Financial Officer Date: September 3, 1998 3 4 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release of the Registrant, dated August 27, 1998 4 EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 FOR RELEASE THURSDAY, AUGUST 27, 1998 CONTACT: Harry Baxter, 601-680-2410 William C. Kent, 334-705-4024 Tupelo, Miss. - BancorpSouth, Inc. headquartered in Tupelo, MS, and The First Corporation, located in Opelika, AL, have entered into a binding agreement to merge the two corporations. BancorpSouth, Inc. (NYSE/BXS) the holding company of BancorpSouth Bank, and The First Corporation, holding company for The First National Bank of Opelika today announced the signing of a definitive agreement to merge the two companies. The agreement is subject to approval of the shareholders of The First Corporation and federal and state regulatory authorities. BancorpSouth, Inc.'s subsidiary, BancorpSouth Bank, operates in Mississippi under the name Bank of Mississippi and in Tennessee under the name Volunteer Bank. The First Corporation operates The First National Bank in Opelika. Under the terms of the agreement the banks of the two companies will also be merged. The transaction will be structured as a pooling of interests and as a tax-free exchange to the shareholders of The First Corporation. Earlier this summer, BancorpSouth and the $280 million-asset Alabama Bancorp., Inc. agreed to a merger that is expected to be consummated this fall. Alabama Bancorp operates as Highland Bank in the Birmingham market and The First Community Bank of the South in four Southern Alabama cities, including Fort Deposit, Greenville, Hayneville and Burkeville. As of June 30, BancorpSouth Bank's total assets were $4.5 billion while The First National Bank of Opelika's assets totaled approximately $150 million. BancorpSouth operates 134 offices serving 55 Mississippi and Tennessee communities. The First National Bank of Opelika has two banking locations in Opelika and one in Auburn. BancorpSouth Chairman and CEO Aubrey B. Patterson said, "The First National Bank of Opelika is a truly outstanding institution. It is a bulwark of the Opelika and Auburn markets, and the bank's philosophy of planting deep roots in the Opelika market matches that of BancorpSouth Bank. Like us, they have strong ties to the state and local economy, and they will bring added strength to our Company." The First Corporation Board Chairman H. C. Jackson said, "Merging with BancorpSouth will give our bank significant additional opportunities to serve our customers and the communities where we live. We are excited about this union and look forward to joining what I believe is one of the finest, most community oriented banking companies in the South." The First Corporation President and CEO William C. Kent said, "BancorpSouth is an excellent partner for The First Corporation. BancorpSouth's strong commitment to the local communities and markets they serve mirrors that of our company. In addition to our being able to handle larger loan requests, this merger will allow us to better serve our existing and future customers with more products, services and locations. We are pleased and excited about our future association with this quality organization." -----END PRIVACY-ENHANCED MESSAGE-----