8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 27, 2013 (June 26, 2013)

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))

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends and restates Exhibit 99.1 to the Current Report on Form 8-K of BancorpSouth, Inc. filed with the Securities and Exchange Commission on June 27, 2013 (the “Original Filing”). Except for such amendment and restatement, this Amendment does not update, modify or amend the Original Filing and all other information included in the Original Filing remains unchanged. All references in the Original Filing to the press release and Exhibit 99.1 shall hereinafter be deemed to refer to Exhibit 99.1 filed with this Amendment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated June 26, 2013.

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 27, 2013

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated June 26, 2013.

EX-99.1

Exhibit 99.1

News Release

Contact:
William L. Prater	Will Fisackerly
Treasurer and	Senior Vice President and
Chief Financial Officer	Director of Corporate Finance
662/680-2000	662/680-2475

In the news release, BancorpSouth Announces Redemption of Certain Trust Preferred Securities, issued June 26, 2013 by BancorpSouth, Inc. over PR Newswire, we are advised by the company that the first paragraph, first sentence, should read “on August 12, 2013” rather than “within the next 60 days” as originally issued inadvertently. The complete, corrected release follows:

BancorpSouth Announces Redemption of Certain Trust Preferred Securities

TUPELO, Miss., June 26, 2013 — BancorpSouth, Inc. (NYSE: BXS) announced that BancorpSouth Capital Trust I will redeem all of its issued and outstanding 8.15 percent trust preferred securities (NYSE: BXS-PrA) on August 12, 2013. The aggregate principal amount of the outstanding trust preferred securities is $125 million.

The trust preferred securities are currently callable at the option of the Company. The redemption will be funded with approximately $75 million of available cash and approximately $50 million of borrowings. The redemption price is 100% of the liquidation amount of $25 per trust preferred security, together with any accrued and unpaid distributions to the redemption date. The complete terms and conditions of redemption will be set forth in the notice from the trustee, The Bank of New York Mellon Corporation, to the holders of the trust preferred securities.

The redemption, net of the estimated cost of incremental borrowings, is expected to result in an annual reduction of interest expense for the Company of $9.1 million, or $0.06 per share of Company common stock, net of tax savings, and approximately nine basis points of incremental improvement in the net interest margin. Additionally, the Company will incur a one-time non-cash charge during the third quarter of $2.9 million, or $0.02 per share of Company common stock, net of tax, to write-off unamortized issuance costs associated with the original issuance of the trust preferred securities.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.4 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 292 commercial banking, mortgage, insurance, trust and broker/dealer locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois.

Forward-Looking Statements

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

Box 789 • Tupelo, MS 38802-0789 • (662) 680-2000

BXS Announces Redemption of Certain Trust Preferred Securities

Page 2

June 26, 2013

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 redemption of the trust preferred securities, the funding of the redemption, the terms and conditions of the redemption, the amount of interest expense reduction related to the redemption and the amount of the one-time non-cash charge related to unamortized issuance costs.

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 include those factors detailed from time to time in our filings with the Securities and Exchange Commission.