-----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, FR6pPe0tLvVwUMJ9g+M3UoGC1E2409Tf8RMsfPs4G0G7kXgHP8s/lrqLDh/+bOgN MY/D1QZVn462YF8g1qvSkA== 0000950144-97-007386.txt : 19970630 0000950144-97-007386.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950144-97-007386 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 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: 1934 Act SEC FILE NUMBER: 001-12991 FILM NUMBER: 97631328 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, INC. FORM 10-K/A1 12-31-96 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, 1996 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) (Cover page continues on Next Page) 2 (Continued from Cover Page) 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, 1997, was approximately $532,909,000 based on the closing sale price as reported on the Nasdaq Stock Market. On March 14, 1997, the Registrant had outstanding 22,227,705 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, 1996 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 22, 1997 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 1996 Annual Report to Shareholders: -Report of Independent Auditors -Consolidated balance sheets as of December 31, 1996 and 1995 -Consolidated statements of income for the three years ended December 31, 1996 -Consolidated statements of shareholders' equity for the three years ended December 31, 1996 -Consolidated statements of cash flows for the three years ended December 31, 1996 -Notes to consolidated financial statements for the three years ended December 31, 1996 The following are filed herewith: -BancorpSouth, Inc. Salary Deferral-Profit Sharing Employee Stock Ownership Plan Financial Statements and Schedules, December 31, 1996 and 1995. 2. Exhibits: (23) Consent of Independent Accountants 4 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1996 AND 1995 (WITH INDEPENDENT AUDITORS' REPORT THEREON) 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, 1996 and 1995, 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, 1996 and 1995, and the changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1996, 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 1996 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 15, 1997 6 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1996 AND 1995
1996 1995 ---- ---- INVESTMENTS (NOTE 3): Investments in common trust funds: Bank of Mississippi Income Fund $ 2,282,783 1,931,515 Bank of Mississippi Equity Fund -- 2,601,809 Investment in mutual fund: Montag and Caldwell Growth Fund 3,811,943 -- Common stock of BancorpSouth, Inc. 58,488,259 39,070,026 U.S. Government and agency obligations 1,317,441 1,245,143 Certificates of deposit 466,561 660,614 Participant loans 151,283 112,768 ----------- ---------- 66,518,270 45,621,875 Accrued interest and dividends receivable 426,765 322,872 Cash in interest-bearing deposit accounts and money market accounts 1,271,513 536,587 ----------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $68,216,548 46,481,334 =========== ==========
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, 1996, 1995 AND 1994
1996 1995 1994 ---- ---- ---- Investment income: Net appreciation in fair value of investments (note 3) $15,854,765 6,510,598 632,946 Interest 138,332 120,366 117,600 Dividends 1,511,292 1,166,964 982,127 ----------- ---------- ---------- TOTAL INVESTMENT INCOME 17,504,389 7,797,928 1,732,673 ----------- ---------- ---------- Contributions: Employer 1,650,516 1,463,085 1,387,056 Employee - salary deferral 2,539,285 2,172,287 1,969,113 Rollover (note 6) 1,909,565 -- -- ----------- ---------- ---------- TOTAL CONTRIBUTIONS 6,099,366 3,635,372 3,356,169 ----------- ---------- ---------- 23,603,755 11,433,300 5,088,842 Benefits paid to participants 1,868,541 1,860,420 1,485,454 ----------- ---------- ---------- NET INCREASE 21,735,214 9,572,880 3,603,388 Net assets available for plan benefits: Beginning of year 46,481,334 36,908,454 33,305,066 ----------- ---------- ---------- End of year $68,216,548 46,481,334 36,908,454 =========== ========== ==========
See accompanying notes to financial statements. 8 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 (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. (Continued) 9 2 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS 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. (Continued) 10 3 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS (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. (Continued) 11 4 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.
1996 1995 ---------------------------------- ------------------------------------- NUMBER OF NUMBER OF SHARES OR SHARES OR PRINCIPAL PRINCIPAL AMOUNT COST FAIR VALUE AMOUNT COST FAIR VALUE ------ ---- ---------- ------ ---- ---------- FUND A: Common stock - BancorpSouth, Inc. 2,107,685 $27,848,906 58,488,259 1,929,384 $23,288,480 39,070,026 Participant loans -- 151,283 151,283 -- 112,768 112,768 ----------- ---------- ----------- ---------- 28,000,189 58,639,542 23,401,248 39,182,794 ----------- ---------- ----------- ---------- FUND B: U.S. Government Securities - treasury notes 210,000 209,600 214,303 320,000 320,962 330,850 U.S. Government Agencies: Federal Farm Credit Bank notes 100,000 100,382 102,809 200,000 200,397 206,605 Federal Home Loan Bank notes 250,000 250,007 247,658 250,000 250,007 252,265 Federal National Mortgage Association notes 750,000 750,228 752,671 450,000 451,915 455,423 Time deposits: Bank of Mississippi certificates of deposit 286,561 286,561 286,561 480,614 480,614 480,614 Other certificates of deposit 180,000 180,000 180,000 180,000 180,000 180,000 ----------- ---------- ----------- ---------- 1,776,778 1,784,002 1,883,895 1,905,757 ----------- ---------- ----------- ---------- FUND C: Common trust funds: Bank of Mississippi income fund 122,565 1,680,256 2,282,783 106,233 1,390,279 1,931,515 Bank of Mississippi equity fund -- -- -- 16,603 564,128 1,488,297 Mutual fund - Montag and Caldwell growth fund 111,176 1,733,309 2,016,727 -- -- -- ----------- ---------- ----------- ---------- 3,413,565 4,299,510 1,954,407 3,419,812 ----------- ---------- ----------- ---------- FUND E: Common trust fund - Bank of Mississippi equity fund -- -- -- 12,422 767,552 1,113,512 Mutual fund - Montag and Caldwell growth fund 98,964 1,544,701 1,795,216 -- -- -- ----------- ---------- ----------- ---------- 1,544,701 1,795,216 767,552 1,113,512 ----------- ---------- ----------- ---------- TOTAL INVESTMENTS $34,735,233 66,518,270 $28,007,102 45,621,875 =========== ========== =========== ==========
(Continued) 12 5 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 December 31, 1996, 1995 and 1994, respectively, as follows:
1996 1995 1994 ---- ---- ---- NET APPRECIATION (DEPRECIATION) IN FAIR VALUE: Common Trust and Mutual Funds $ 1,034,286 1,057,099 (56,725) Common stock of BancorpSouth, Inc. 14,840,969 5,396,989 744,584 U.S. Government and agency obligations (20,490) 56,510 (54,913) ----------- --------- ------- NET APPRECIATION IN FAIR VALUE $15,854,765 6,510,598 632,946 =========== ========= =======
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, 1996 and 1995 and changes in net assets available for plan benefits by investment fund for the years ended December 31, 1996, 1995 and 1994 are as follows: (Continued) 13 6 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS
1996 ----------------------------------------------------------------------------- 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 income fund $ -- -- 2,282,783 -- -- 2,282,783 Investment in mututal 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 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 61,603 888,593 121,892 726,147 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 =========== ========== ========= ========== ========== ==========
(Continued) 14 7 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS
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 Income Fund $ -- -- 1,931,515 -- -- 1,931,515 Bank of Mississippi Equity Fund -- -- 1,488,297 -- 1,113,512 2,601,809 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 =========== ========= ========== ========= ========== ========== 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 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 =========== ========= ========== ========= ========== ==========
(Continued) 15 8 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS
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 ============ ========== ========== ======== ======== ==========
Dividend income earned from the investment in stock of BancorpSouth, Inc. a related party was $1,473,567, $1,142,246 and $962,315 in 1996, 1995 and 1994, 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. (Continued) 16 9 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, ---------------------------- 1996 1995 ---- ---- Net assets available for benefits per the financial statements $68,216,548 46,481,334 Amounts allocated to withdrawing participants 2,934,312 1,104,490 ----------- ---------- Net assets available for benefits as filed in Form 5500 $65,282,236 45,376,844 =========== ==========
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
1996 1995 ---- ---- Benefits paid to participants per the financial statements $ 1,868,541 1,860,420 Add: Amounts allocated to withdrawing participants at December 31, 1996 and 1995 2,934,312 1,104,490 Less: Amounts allocated to withdrawing participants at December 31, 1995 and 1994 (1,104,490) (924,512) ----------- ---------- Benefits paid to participants per the Form 5500 $ 3,698,363 2,040,398 =========== ==========
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, 1996
PAR/NUMBER FAIR ISSUER DESCRIPTION OF SHARES COUPON MATURITY COST VALUE ------ ----------- --------- ------ -------- ---- ----- BancorpSouth, Inc.* Common stock 2,107,685 -- -- $27,848,906 58,488,259 Participant loans Loans -- 6.500-10.000 03/01/97-09/30/01 151,283 151,283 U.S. Government Treasury note 50,000 5.625 01/31/98 50,619 49,953 U.S. Government Treasury note 160,000 7.125 09/30/99 158,981 164,350 U.S. Government Agency Federal Home Loan Bank Note 250,000 6.240 12/01/00 250,007 247,658 U.S. Government Agency Federal National Mortgage Association Note 250,000 6.550 08/10/00 250,318 250,625 U.S. Government Agency Federal National Mortgage Association Note 350,000 6.650 03/26/01 349,906 351,260 U.S. Government Agency Federal National Mortgage Association Note 150,000 7.100 06/04/01 150,004 150,786 U.S. Government Agency Federal Farm Credit Bank 100,000 7.170 04/03/00 100,382 102,809 Bank of Mississippi Income Fund Common trust fund 122,565 -- -- 1,680,256 2,282,783 Montag & Caldwell Growth Fund Mutual fund 210,140 -- -- 3,278,010 3,811,943 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 111,561 5.500 10/06/97 111,561 111,561 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 ----------- ---------- $34,735,233 66,518,270 =========== ==========
* Both BancorpSouth and Bank of Mississippi 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, 1996
TOTAL NUMBER OF PURCHASE SELLING GAIN DESCRIPTION OF SECURITY TRANSACTIONS PRICE/COST PRICE (LOSS) ----------------------- ------------ ---------- ----- ------ PURCHASES: Common stock of BancorpSouth, Inc.* 67 $4,922,646 -- -- Mutual funds: Montag and Caldwell Growth Fund 3 3,274,639 -- -- Government Obligations Fund 373 8,613,058 -- -- SALES: Common Trust Funds: Bank of Mississippi Equity Fund 2 1,536,636 3,244,639 1,708,003 Government Obligations Fund 170 7,779,083 7,779,083 --
* Both BancorpSouth and Bank of Mississippi 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 24, 1997 /s/ L. Nash Allen, Jr. ---------------------- L. Nash Allen, Jr. Treasurer and Chief Financial Officer EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS 1 Exhibit 23 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 15, 1997, 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, 1996 and 1995, 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, 1996, which report appears in the December 31, 1996 annual report on Form 10-K, as amended on July 1, 1997, of BancorpSouth, Inc. Memphis, Tennessee June 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----