-----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, Mv+Qz/QgXbZdQr9gGeHbi8P1enWZF1Tfata2i23JmkIxlOddIGuv+n+t9H+SdCGo 5bKgQPJIQ/iRtsgmvMv6pw== 0000950144-99-008300.txt : 19990630 0000950144-99-008300.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950144-99-008300 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 99654831 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 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, 1998 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 (662) 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, 1999, was approximately $869,667,000 based on the closing sale price as reported on the New York Stock Exchange on January 31, 1999. On March 18, 1999, the Registrant had outstanding 55,942,375 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 27, 1999 are incorporated by reference into Part III of this Report. EXPLANATORY NOTE This amendment on Form 10-K/A amends the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 to include financial statements required by Form 11-K for the Registrant's Amended and Restated Salary Deferral - - Profit Sharing Employee Stock Ownership Plan, in accordance with Rule 15(d)-21 under the Securities Exchange Act of 1934, as amended, and to reflect certain changes to the list of exhibits in Item 14 of Part IV of such 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 as an appendix to this report: BancorpSouth, Inc. Amended and Restated Salary Deferral-Profit Sharing Employee Stock Ownership Plan Financial Statements and Schedules at December 31, 1998 and 1997 and for the years ended December 31, 1996, 1997 and 1998. (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 Common Stock Certificate.(3) (10) (a) 1998 Directors Stock Plan.(2)(8) (b) Form of deferred compensation agreement between Bancorp of Mississippi, Inc. and certain key executives.(3)(7) (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.(5)(8) (f) Stock Bonus Agreement between BancorpSouth, Inc. and Aubrey B. Patterson, Jr., dated January 20, 1998 and Escrow Agreement between BancorpSouth Bank and Aubrey B. Patterson, Jr., dated March 20, 1998.(6)(8) (g) Information regarding Bancorp of Mississippi, Inc., Amended and Restated Salary Deferral-Profit Sharing Employee Stock Ownership Plan.(7)(8) (11) Statement re computation of per share earnings.(2) (21) Subsidiaries of the Registrant.(2) (23.1) Consent of Independent Accountants.(2) (23.2) Consent of Independent Accountants. (27) Financial Data Schedule.(2) -------------------- (1) Filed as exhibits 3.1 and 3.2 to the Registrant's registration statement on Form S-4 filed on January 6, 1995 (Registration No. 33-88274) and incorporated by reference thereto. (2) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 (file number 0-10826), and incorporated by reference thereto 4 (3) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 1998 (file number 0-10826), and incorporated by reference thereto. (4) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988 (file number 0-10826), and incorporated by reference thereto. (5) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 (file number 0-1-826), and incorporated by reference thereto. (6) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (file number 0-10826), and incorporated by reference thereto. (7) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990 (file number 0-10826), and incorporated by reference thereto. (8) Compensatory plans or arrangements. (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter ended December 31, 1998. 5 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Financial Statements and Schedules December 31, 1998 and 1997 (With Independent Auditors' Report Thereon) 6 [KPMG LETTERHEAD] 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. Amended and Restated Salary Deferral - Profit Sharing Employee Stock Ownership Plan as of December 31, 1998 and 1997, 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, 1998. 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. Amended and Restated Salary Deferral - Profit Sharing Employee Ownership Plan at December 31, 1998 and 1997, and the changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1998, 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 1998 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG LLP Memphis, Tennessee May 7, 1999 7 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Statements of Net Assets Available for Plan Benefits December 31, 1998 and 1997
1998 1997 ------------ ----------- Investments, at fair value (note 3): Investment in mutual funds: Montag and Caldwell Growth Fund $ 6,631,557 5,037,177 Fidelity Institutional Short Intermediate Government Fund 253,084 247,322 Vanguard Bond Index 2,109,425 2,033,383 Vanguard Intermediate Term Treasury 270,826 254,636 Common stock of BancorpSouth, Inc. 77,210,023 102,445,655 U.S. Government and agency obligations 1,357,123 1,360,170 Certificates of deposit -- 200,000 Participant loans 107,759 143,518 ------------ ----------- 87,939,797 111,721,861 Accrued interest and dividends receivable 530,168 498,592 Cash in interest-bearing deposit accounts and money market accounts 485,482 507,713 ------------ ----------- Net assets available for plan benefits $ 88,955,447 112,728,166 ============ ===========
See accompanying notes to financial statements 2 8 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 1998, 1997, and 1996
1998 1997 1996 ------------- ----------- ---------- Investment income: Net appreciation (depreciation) in fair value of investments (note 3) $ (24,301,416) 41,816,744 15,854,765 Interest 93,187 112,855 138,332 Dividends 2,339,333 1,910,516 1,511,292 ------------- ----------- ---------- Total investment income (loss) (21,868,896) 43,840,115 17,504,389 ------------- ----------- ---------- Contributions: Employer 1,925,292 1,726,608 1,650,516 Employee - salary deferral 2,862,527 2,654,223 2,539,285 Rollover (note 6) -- -- 1,909,565 ------------- ----------- ---------- Total contributions 4,787,819 4,380,831 6,099,366 ------------- ----------- ---------- (17,081,077) 48,220,946 23,603,755 Benefits paid to participants 6,691,642 3,709,328 1,868,541 ------------- ----------- ---------- Net increase (decrease) (23,772,719) 44,511,618 21,735,214 Net assets available for plan benefits: Beginning of year 112,728,166 68,216,548 46,481,334 ------------- ----------- ---------- End of year $ 88,955,447 112,728,166 68,216,548 ============= =========== ==========
See accompanying notes to financial statements. 3 9 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1998 and 1997 (1) DESCRIPTION OF PLAN The following description of the BancorpSouth, Inc. Amended and Restated 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. Fund E - An equity fund investing in corporations not affiliated with the Company. 4 (Continued) 10 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1998 and 1997 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. (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, which approximates fair value. 5 (Continued) 11 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1998 and 1997 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. The Plan has been amended since receiving the determination letter. However, the plan administrator and the Plan's legal counsel believe that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. 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. 6 (Continued) 12 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1998 and 1997 (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.
1998 1997 ------------------------------------ ------------------------------------ NUMBER OF NUMBER OF SHARES OR SHARES OR PRINCIPAL PRINCIPAL AMOUNT COST FAIR VALUE AMOUNT COST FAIR VALUE ----------- ----------- ---------- ---------- ----------- ----------- Fund A: Common stock - BancorpSouth, Inc. 4,274,485 $31,959,871 77,210,023 4,336,324 $31,109,692 102,445,655 Participant loans -- 107,759 107,759 -- 143,518 143,518 ----------- ---------- ----------- ----------- 32,067,630 77,317,782 31,253,210 102,589,173 ----------- ----------- Fund B: U.S. Government Securities - treasury notes 150,000 149,045 152,672 150,000 149,045 153,563 U.S. Government Agencies: Federal Farm Credit Bank notes 100,000 100,382 102,594 100,000 100,382 102,706 Federal Home Loan Bank notes 750,000 750,016 754,330 500,000 500,014 501,891 Federal National Mortgage Association notes 350,000 350,000 347,527 600,000 600,223 602,010 Time deposits: BancorpSouth Bank certificates of deposit -- -- -- 100,000 100,000 100,000 Other certificates of deposit -- -- -- 100,000 100,000 100,000 ----------- ---------- ----------- ----------- 1,349,462 1,357,123 1,549,664 1,560,170 ----------- ----------- Fund C: Common trust fund - BancorpSouth Bank income fund Mutual funds: Montag and Caldwell growth fund 77,593 1,248,277 2,316,152 89,398 1,401,474 2,085,653 Fidelity Institutional Short Intermediate Government Fund 26,781 250,018 253,084 26,255 245,018 247,322 Vanguard Bond Index 205,397 2,000,142 2,109,425 201,525 1,960,142 2,033,383 Vanguard Intermediate Term Treasury 24,311 250,018 270,826 23,865 245,018 254,636 ----------- ---------- ----------- ----------- 3,748,455 4,949,487 3,851,652 4,620,994 ----------- ---------- ----------- ----------- Fund E: Mutual fund - Montag and Caldwell growth fund 144,570 2,638,862 4,315,405 126,512 2,140,228 2,951,524 ----------- ---------- ----------- ----------- Total investments $39,804,409 87,939,797 $38,794,754 111,721,861 =========== ========== =========== ===========
7 (Continued) 13 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1998 and 1997 The Plan's investments, including investments bought, sold, and held during the year appreciated (depreciated) in fair value during the years ended December 31, 1998, 1997 and 1996, respectively, as follows:
1998 1997 1996 ------------- ---------- ---------- Net appreciation (depreciation) in fair value: Common trust and mutual funds $ 1,486,228 1,152,868 1,034,286 Common stock of BancorpSouth, Inc. (25,784,562) 40,662,070 14,840,969 U.S. Government and agency obligations (3,082) 1,806 (20,490) ------------- ---------- ---------- Net appreciation in fair value $ (24,301,416) 41,816,744 15,854,765 ============= ========== ==========
The Company had a two-for-one stock split on May 15, 1998. 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, 1998 and 1997 and changes in net assets available for plan benefits by investment fund for the years ended December 31, 1998, 1997 and 1996 are as follows: 8 (Continued) 14 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1998 and 1997
1998 ------------------------------------------------------------------------------- Net assets available for plan benefits by investment fund ------------------------------------------------------------------------------- Fund A Fund B Fund C Fund D Fund E Total ------------- ---------- ---------- ---------- ---------- ------------ Assets, at fair value: Investment in mutual funds: Montag and Caldwell growth fund $ -- -- 2,316,151 -- 4,315,406 6,631,557 Fidelity Institutional Short Intermediate Government Fund -- -- 253,084 -- -- 253,084 Vanguard Bond Index -- -- 2,109,425 -- -- 2,109,425 Vanguard Intermediate Term Treasury -- -- 270,826 -- -- 270,826 Common stock of BancorpSouth, Inc. 77,210,023 -- -- -- -- 77,210,023 U.S. Government and agency obligations -- 1,357,123 -- -- -- 1,357,123 Participant loans 107,759 -- -- -- -- 107,759 ------------- ---------- ---------- ---------- ---------- ------------ 77,317,782 1,357,123 4,949,486 -- 4,315,406 87,939,797 Accrued interest and dividends receivable 512,938 17,230 -- -- -- 530,168 Cash in interest-bearing deposit accounts and money market accounts 97,715 47,364 87,592 182,594 70,217 485,482 ------------- ---------- ---------- ---------- ---------- ------------ Total assets available for plan benefits $ 77,928,435 1,421,717 5,037,078 182,594 4,385,623 88,955,447 ============= ========== ========== ========== ========== ============ 1998 ------------------------------------------------------------------------------- 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 $ (25,784,562) (3,082) 598,240 -- 887,988 (24,301,416) Interest 9,687 83,500 -- -- -- 93,187 Dividends 1,952,306 10,300 232,401 10,706 133,620 2,339,333 ------------- ---------- ---------- ---------- ---------- ------------ Total investment income (loss) (23,822,569) 90,718 830,641 10,706 1,021,608 (21,868,896) ------------- ---------- ---------- ---------- ---------- ------------ Contributions: Employer 1,925,292 -- -- -- -- 1,925,292 Employee - salary deferral 2,481,921 28,249 136,170 4,544 211,643 2,862,527 ------------- ---------- ---------- ---------- ---------- ------------ Total contributions 4,407,213 28,249 136,170 4,544 211,643 4,787,819 ------------- ---------- ---------- ---------- ---------- ------------ Transfers 102,388 (182,896) (174,732) (38,608) 293,848 -- Benefits paid to participants 6,007,576 114,459 422,777 18,383 128,447 6,691,642 ------------- ---------- ---------- ---------- ---------- ------------ Net increase (decrease) (25,320,544) (178,388) 369,302 (41,741) 1,398,652 (23,772,719) Net assets available for plan benefits: Beginning of year 103,248,979 1,600,105 4,667,776 224,335 2,986,971 112,728,166 ------------- ---------- ---------- ---------- ---------- ------------ End of year $ 77,928,435 1,421,717 5,037,078 182,594 4,385,623 88,955,447 ============= ========== ========== ========== ========== ============
9 15 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1998 and 1997
1997 ----------------------------------------------------------------------------- Net assets available for plan benefits by investment fund ----------------------------------------------------------------------------- Fund A Fund B Fund C Fund D Fund E Total ------------ ---------- ---------- ---------- ----------- ----------- 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 ============ ========== ========== ========== =========== ===========
10 16 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1998 and 1997
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 61,603 888,593 121,894 726,147 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 =========== ========== ========= ========== ========= ==========
11 17 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1998 and 1997 Dividend income earned from the investment in stock of BancorpSouth, Inc., a related party, was $1,952,306, $1,711,723 and $1,473,567 in 1998, 1997 and 1996, 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. 12 (Continued) 18 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1998 and 1997 (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, ---------------------------- 1998 1997 ----------- ----------- Net assets available for benefits per the financial statements $88,955,447 112,728,166 Amounts allocated to withdrawing participants 1,013,865 4,542,590 ----------- ----------- Net assets available for benefits as filed in Form 5500 $87,941,582 108,185,576 =========== ===========
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
1998 1997 ----------- --------- Benefits paid to participants per the financial statements $ 6,691,642 3,709,328 Add: Amounts allocated to withdrawing participants at December 31, 1998 and 1997 1,013,865 4,542,590 Less: Amounts allocated to withdrawing participants at December 31, 1997 and 1996 (4,542,590) (2,934,312) ----------- --------- Benefits paid to participants per the Form 5500 $ 3,162,917 5,317,606 =========== =========
13 19 Schedule 1 BANCORPSOUTH, INC. AMENDED AND RESTATED 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, 1998
PAR/NUMBER FAIR ISSUER DESCRIPTION OF SHARES COUPON MATURITY COST VALUE ------ ----------- --------- ------ -------- ---- ----- BancorpSouth, Inc.* Common stock 4,274,485 -- -- $31,959,871 77,210,023 Participant loans Loans -- 6.50- 03/31/99- 10.00 12/04/03 107,759 107,759 U.S. Government Treasury note 150,000 7.125 09/30/99 149,045 152,672 U.S. Government Agency Federal Home Loan Bank Note 150,000 7.25 10/30/02 150,004 151,032 U.S. Government Agency Federal Home Loan Bank Note 150,000 6.309 11/26/02 150,004 151,359 U.S. Government Agency Federal Home Loan Bank Note 200,000 6.06 05/05/03 200,006 201,626 U.S. Government Agency Federal Home Loan Bank Note 250,000 6.03 09/24/04 250,002 250,313 U.S. Government Agency Federal National Mortgage Association Note 200,000 6.55 04/21/05 200,015 200,248 U.S. Government Agency Federal National Mortgage Association Note 150,000 5.00 11/05/03 150,004 147,279 U.S. Government Agency Federal Farm Credit Bank 100,000 7.17 04/03/00 100,382 102,594 Montag & Caldwell Growth Fund Mutual fund 222,163 -- -- 3,887,139 6,631,557 Fidelity Institutional Short Intermediate Government Fund Mutual fund 26,781 -- -- 250,018 253,084 Vanguard Bond Index Mutual fund 205,397 -- -- 2,000,142 2,109,425 Vanguard Intermediate Term Treasury Mutual fund 24,311 -- -- 250,018 270,826
*Both BancorpSouth and BancorpSouth Bank are parties-in-interest to the Plan. See accompanying independent auditors' report. 14 20 SCHEDULE 2 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Item 27d - Schedule of Reportable Transactions Year ended December 31, 1998
TOTAL NUMBER OF PURCHASE SELLING GAIN DESCRIPTION OF SECURITY TRANSACTIONS PRICE/COST PRICE (LOSS) - ------------------------------------------------ ------------ ------------ -------------- --------------- Purchases: Common stock of BancorpSouth, Inc.* 20 $ 2,025,651 -- -- Mutual funds: Montag and Caldwell Growth Fund 5 410,000 -- -- Fidelity Institutional Short Intermediate Government Fund 1 5,000 -- -- Vanguard Bond Index 1 40,000 -- -- Vanguard Intermediate Term Treasury 1 5,000 -- -- Government Obligations Fund 292 9,257,333 -- -- Sales: Common stock of BancorpSouth, Inc. 1 216,250 517,500 301,250 Mutual Funds: Montag and Caldwell Growth Fund 7 265,710 455,000 189,290 Government Obligations Fund 181 9,151,591 9,151,591 --
*Both BancorpSouth and BancorpSouth Bank are parties-in-interest to the Plan. See accompanying independent auditors' report. 15 21 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 29, 1999 /s/ L. Nash Allen, Jr. ---------------------- L. Nash Allen, Jr. Treasurer and Chief Financial Officer EX-23.2 2 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.2 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. Amended and Restated Salary Deferral Profit Sharing Employee Stock Ownership Plan of our report dated May 7, 1999, relating to the statements of net assets available for plan benefits of BancorpSouth, Inc. Amended and Restated Salary Deferral - Profit Sharing Employee Stock Ownership Plan as of December 31, 1998 and 1997, 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, 1998, which report appears in the December 31, 1998 Annual Report on Form 10-K, as amended on June 30, 1999, of BancorpSouth, Inc. /s/ KPMG LLP Memphis, Tennessee June 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----