8-K

UNITED STATES

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): June 1, 2012 (June 1, 2012)

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi	1-12991	64-0659571
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Mississippi Plaza 201 South Spring Street Tupelo, Mississippi		38804
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (662) 680-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On June 1, 2012, BancorpSouth, Inc. issued a press release announcing the settlement in principle of certain pending class action securities litigation. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated June 1, 2012.

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/ Cathy S. Freeman
	Cathy S. Freeman
	Executive Vice President and Corporate Secretary

Date: June 1, 2012

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated June 1, 2012.

EX-99.1

Exhibit 99.1

News Release

For Immediate Release

June 1, 2012

Financial Contact: Will Fisackerly, 662-680-2475

Media Contact: Randy Burchfield, 662-620-4920

BancorpSouth Announces Settlement of Securities Litigation

TUPELO, MISS. – (June 1, 2012) BancorpSouth, Inc. (NYSE: BXS) announced today that it has reached a settlement in principle of the class action securities litigation pending in the United States District Court for the Middle District of Tennessee entitled Winslow vs. BancorpSouth, et al. The settlement is subject to execution of a definitive settlement agreement and court approval. In this lawsuit, the plaintiff alleged that BancorpSouth and certain of its executives violated federal securities laws by issuing materially false and misleading statements regarding BancorpSouth’s business and financial results. Defendants deny all of plaintiff’s allegations of wrongdoing.

The parties, including the Company’s insurance carriers, negotiated the terms of the settlement, with the assistance of a former United States federal district judge acting as a mediator, that they believe are in their respective best interests. The settlement allows both sides to avoid the potential risks and costs of lengthy litigation.

BancorpSouth’s insurance carriers will fund the settlement payment, other than an immaterial amount of incidental expenses that BancorpSouth will cover. Management believes that the settlement will not have a material adverse effect on BancorpSouth’s business, consolidated financial position or results of operations.

About BancorpSouth

BancorpSouth is a financial holding company headquartered in Tupelo, Mississippi, with $13.0 billion in assets. BancorpSouth Bank, a wholly owned subsidiary of BancorpSouth, Inc., operates 290 commercial banking, mortgage, insurance, trust and broker dealer locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, and an insurance location in Illinois. BancorpSouth’s common stock is traded on the New York Stock Exchange under the symbol BXS.

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P. O. Box 789 — Tupelo, MS 38802-0789 — (662) 680-2000

BancorpSouth, Inc. is a financial holding company.

Forward-Looking Statement

Certain statements contained in this news release may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “may,” “might,” “will,” “would,” “could” or “intend.” These forward-looking statements include, without limitation, statements relating to the terms and impact of the settlement.

We caution you not to place undue reliance on the forward-looking statements contained in this news release in that actual results could differ materially from those indicated in such forward-looking statements because of a variety of factors. These factors may include those factors detailed from time to time in BancorpSouth’s press releases and filings with the Securities and Exchange Commission.

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