-----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, FUfyyA6VH8jK9JORmEhPflBOyPMpLPaDrFvaioSShizqOjxDQ3jvXwk6mX63Sdtd TiU7+irgxAVlatGe1+pmNg== /in/edgar/work/0000950144-00-014009/0000950144-00-014009.txt : 20001116 0000950144-00-014009.hdr.sgml : 20001116 ACCESSION NUMBER: 0000950144-00-014009 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000821 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCORPSOUTH INC CENTRAL INDEX KEY: 0000701853 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 640659571 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-12991 FILM NUMBER: 769578 BUSINESS ADDRESS: STREET 1: ONE MISSISSIPPI PL CITY: TUPELO STATE: MS ZIP: 38804 BUSINESS PHONE: 6626802000 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/A 1 g65516e8-ka.txt BANCORPSOUTH, INC. 1 ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM 8-K/A-2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2000 (August 31, 2000) ------------------------------ BANCORPSOUTH, INC. (Exact Name of Registrant as Specified in Its Charter) MISSISSIPPI 0-10826 64-0659571 ---------------------------- ------------------------ ---------------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification Number)
ONE MISSISSIPPI PLAZA TUPELO, MISSISSIPPI 38804 ------------------------------- ---------------- (Address of Principal Executive (Zip Code) Offices) (662) 680-2000 (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE (Former Name or Former Address, if Changed from Last Report) - -------------------------------------------------------------------------------- 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS and ITEM 5. OTHER EVENTS BancorpSouth, Inc. ("BancorpSouth") and First United Bancshares, Inc. ("First United") have consummated the merger of First United into BancorpSouth (the "Merger") effective at the end of August 31, 2000, pursuant to an Agreement and Plan of Merger, dated as of April 16, 2000 and amended as of May 15, 2000, between First United and BancorpSouth. In the Merger, each share of First United common stock was converted into the right to receive 1.125 shares of BancorpSouth common stock, with cash to be paid in lieu of fractional shares. The Merger is to be accounted for as a pooling of interests. BancorpSouth's Registration Statement on Form S-4 (Registration No. 333-39326) (the "Registration Statement") sets forth certain information regarding the Merger, BancorpSouth and First United. A copy of BancorpSouth's August 31, 2000 press release announcing that the Merger has been consummated is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired The financial statements of First United as of December 31, 1999 and 1998 and for the years ended December 31, 1999, 1998 and 1997, and as of June 30, 2000 and for the three- and six-month periods ended June 30, 2000 and 1999, have been previously filed with the Securities and Exchange Commission and incorporated by reference in the Registration Statement. (b) Pro Forma Financial Information The unaudited pro forma condensed consolidated financial information with respect to the Merger as of December 31, 1999 and for the years ended December 31, 1999, 1998 and 1997, and as of March 31, 2000 and for the three-month periods ended March 31, 2000 and 1999, are incorporated herein by reference to the Registration Statement. Unaudited pro forma condensed consolidated financial information with respect to the Merger as of June 30, 2000 and for the six-month periods ended June 30, 2000 and 1999 is attached hereto as Exhibit 99.2 and is incorporated herein by reference. (c) The following exhibits are filed herewith:
Exhibit Number Description - -------------- ----------- 2.1 Agreement and Plan of Merger, dated April 16, 2000, between BancorpSouth, Inc. and First United Bancshares, Inc. (incorporated by reference to Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2000) 2.2 Consent and Amendment to Agreement and Plan of Merger, dated as of May 15, 2000, between BancorpSouth, Inc. and First United Bancshares, Inc. (incorporated by reference to Exhibit 2.2 of the Registrant's Registration Statement on Form S-4 (Registration No. 333-39326) filed with the Securities and Exchange Commission on June 14, 2000). 99.1 Press Release issued on August 31, 2000 by BancorpSouth, Inc. (previously filed) 99.2 Unaudited pro forma condensed consolidated financial information with respect to the merger of First United Bancshares, Inc. with and into BancorpSouth, Inc. as of June 30, 2000 and for the six-month periods ended June 30, 2000 and 1999.
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: November 14, 2000 3 4 EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 2.1 Agreement and Plan of Merger, dated April 16, 2000, between BancorpSouth, Inc. and First United Bancshares, Inc. (incorporated by reference to Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2000) 2.2 Consent and Amendment to Agreement and Plan of Merger, dated as of May 15, 2000, between BancorpSouth, Inc. and First United Bancshares, Inc. (incorporated by reference to Exhibit 2.2 of the Registrant's Registration Statement on Form S-4 (Registration No. 333-39326) filed with the Securities and Exchange Commission on June 14, 2000). 99.1 Press Release issued on August 31, 2000 by BancorpSouth, Inc. (previously filed) 99.2 Unaudited pro forma condensed consolidated financial information with respect to the merger of First United Bancshares, Inc. with and into BancorpSouth, Inc. as of June 30, 2000 and for the six-month periods ended June 30, 2000 and 1999.
4 EX-99.2 2 g65516ex99-2.txt UNAUDITED PROF FORMA 1 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following tables show unaudited condensed consolidated pro forma financial information reflecting the merger of First United Bancshares, Inc. ("First United") with and into BancorpSouth, Inc. ("BancorpSouth"). The pro forma information reflects the pooling of interests method of accounting. The information in the following tables is based on the historical financial information of BancorpSouth and First United that has been presented in their prior filings with the Securities and Exchange Commission. All of the financial information provided in the following tables should be read in connection with this historical financial information. The financial information as of June 30, 2000 and for the interim periods ended June 30, 2000 and 1999 has not been audited and in the opinion of management reflects all adjustments (consisting only of normal recurring adjustments) necessary to a fair presentation of such data. Pro forma information, while helpful in illustrating the financial attributes of the combined company under one set of assumptions, doesn't attempt to predict or suggest future results. Also, the information set forth for the six-month period ended June 30, 2000 does not indicate what the results will be for the year ending December 31, 2000. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 2000 (UNAUDITED)
Historical --------------------------- BancorpSouth First United Adjustments Pro Forma ------------ ------------ ----------- ---------- (In thousands) ASSETS Cash and due from banks $ 196,773 $ 93,961 $ 290,734 Held-to-maturity securities 883,836 188,336 1,072,172 Available-for-sale securities 441,017 739,850 1,180,867 Federal funds sold 6,600 18,734 25,334 Loans and leases 4,323,121 1,554,341 5,877,462 Less: Unearned discount 69,490 3,024 72,514 Allowance for credit losses 58,504 19,181 77,685 --------- ----------- ---------- Net loans and leases 4,195,127 1,532,136 5,727,263 Mortgages held for sale 28,713 -- 28,713 Premises and equipment, net 135,104 42,483 177,587 Other assets 150,326 63,869 214,195 ----------- ----------- ----------- ---------- Total assets $ 6,037,496 $ 2,679,369 -- $8,716,865 =========== =========== =========== ========== LIABILITIES Deposits Non-interest bearing $ 631,084 $ 353,542 $ 984,626 Interest bearing 4,476,009 1,857,208 6,333,217 ----------- ----------- ---------- Total deposits 5,107,093 2,210,750 7,317,843 Short-term borrowings 225,286 151,736 377,022 Long-term debt 137,246 38,531 175,777 Other liabilities 75,647 10,853 86,500 ----------- ----------- ---------- Total liabilities 5,545,272 2,411,870 7,957,142 ----------- ---------- STOCKHOLDERS' EQUITY Common stock 143,261 25,297 45,851 (1) 214,409 Capital surplus 89,546 26,665 (45,851)(1) 70,360 Unrealized gain on available-for-sale securities (2,468) (16,019) (18,487) Retained earnings 286,442 231,556 517,998 Less cost of treasury stock (24,557) -- (24,557) ----------- ----------- ----------- ---------- Total stockholders' equity 492,224 267,499 -- 759,723 ----------- ----------- ----------- ---------- Total liabilities and stockholders' equity $ 6,037,496 $ 2,679,369 -- $8,716,865 =========== =========== =========== ==========
- --------------------------------------- (1) Reclassification of capital accounts to reflect the exchange of First United Common Stock for BancorpSouth Common Stock. 2 PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
For the six months ended June 30, ---------------------------------------------------------------------------------------------- 1999 2000 ---------------------------------------------- ---------------------------------------------- First First BancorpSouth United BancorpSouth United Historical Historical Adjustments Pro Forma Historical Historical Adjustments Pro Forma ------------ ---------- ----------- --------- ------------ ---------- ----------- --------- (In thousands except per share amounts) Interest revenue $200,898 $ 89,122 $290,020 $224,925 $ 97,906 $322,831 Interest expense 94,815 40,300 135,115 112,180 46,335 158,515 -------- -------- ------- -------- -------- -------- Net interest revenue 106,083 48,822 154,905 112,745 51,571 164,316 Provision for credit losses 6,670 1,275 7,945 8,449 1,565 10,014 -------- -------- ------- -------- -------- -------- Net interest revenue, after provision for credit losses 99,413 47,547 146,960 104,296 50,006 154,302 Other revenue 42,295 9,496 51,791 41,481 9,949 51,430 Other expense 93,970 33,348 127,318 91,869 36,084 127,953 -------- -------- -------- ------- -------- -------- -------- -------- Income before income tax 47,738 23,695 71,433 53,908 23,871 77,779 Applicable income taxes 14,423 7,190 21,613 17,833 7,317 25,150 -------- -------- -------- -------- -------- -------- -------- -------- Net income $ 33,315 $ 16,505 -- $ 49,820 $ 36,075 $ 16,554 -- $ 52,629 ======== ======== ======== ======== ======== ======== ======== ======== EARNINGS PER SHARE Basic $ 0.58 $ 0.65 $ 0.58 $ 0.64 $ 0.65 $ 0.62 Diluted $ 0.58 $ 0.65 $ 0.58 $ 0.64 $ 0.65 $ 0.62 AVERAGE SHARES Basic 57,101 25,294 85,557 56,479 25,297 84,938 Diluted 57,529 25,329 86,024 56,795 25,323 85,283
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