<PAGE> 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 (Fee Required)
For the fiscal year ended December 31, 1994 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
------------------- ---------------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $2.50 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class)
(Cover page continues on Next Page)
<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, 1995, was approximately $248,198,000 based
on the closing sale price as reported on the Nasdaq National Market System.
On March 15, 1994, the Registrant had outstanding 7,931,565 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, 1994 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 25, 1995 are
incorporated by reference into Part III of this Report.
<PAGE> 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
1994 Annual Report to Shareholders:
-Report of Independent Auditors
-Consolidated balance sheets as of December 31, 1994 and 1993.
-Consolidated statements of income for the three years ended
December 31, 1994.
-Consolidated statements of shareholders' equity for the three
years ended December 31, 1994.
-Consolidated statements of cash flows for the three years
ended December 31, 1994.
-Notes to consolidated financial statements for the three
years ended December 31, 1994.
The following are filed herewith:
-BancorpSouth, Inc. Salary Deferral-Profit Sharing Employee
Stock Ownership Plan Financial Statements and Schedules,
December 31, 1994 and 1993.
(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)(a) Specimen Common Stock Certificate.(3)
(b) The Company has outstanding certain long-term debt.
None of such debt exceeds 10% of the total assets of
the Company and its consolidated subsidiaries. Copies
of instruments defining the rights of holders of the
debt will be furnished to the Securities and Exchange
Commission upon request.
(10)(a) Stock Bonus Agreement between Bancorp of Mississippi,
Inc., and Aubrey B. Patterson, Jr. dated November 6,
1987, and Escrow Agreement between bank of Mississippi
and Aubrey B. Patterson, Jr., dated November 6, 1987.
(4)(9)
(b) Form of deferred compensation agreement between Bancorp
of Mississippi, Inc. and certain key executives.(5)(9)
(c) Management Assurance Agreement, dated December 10,
1987, between Volunteer Bancshares, Inc., Jackson
National Bank and Ray U. Tanner.(3)(9)
(d) Stock Bonus Agreement between BancorpSouth, Inc., and
Aubrey Burns Patterson, Jr. dated November 22, 1994,
and Escrow Agreement between Bank of Mississippi and
Aubrey Burns Patterson, Jr., dated November 22, 1994.
(e) 1994 Stock Incentive Plan.(9)
(f) 1995 Non-Qualified Stock Option Plan for Non-Employee
Directors.(9)
(11) Statement re computation of per share earnings.
(13) Annual Report to Shareholders of BancorpSouth, Inc.,
for the year ended December 31, 1994.(7)
(21) Subsidiaries of the Registrant.
(23) Consent of KPMG Peat Marwick LLP.
(27) Financial Data Schedule (for SEC use only).
(99) Information regarding Bancorp of Mississippi, Inc.,
amended and restated Salary Deferral-Profit Sharing
Employee Stock Ownership Plan.(8)(9)
(1) Filed as exhibits 3.1 and 3.2 to the Company'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 Company's Form 10-K for the year ended December
31, 1985 (file number 0-10826), and incorporated by reference thereto.
(3) Filed as an exhibit to the Company's Form 10-K for the year ended December
31, 1993 (file number 0-10826), and incorporated by reference thereto.
(4) Filed as an exhibit to the Company's Form 10-K for the year ended December
31, 1987 (file number 0-10826), and incorporated by reference thereto.
(5) Filed as an exhibit to the Company's Form 10-K for the year ended December
31, 1988 (file number 0-10826), and incorporated by reference thereto.
(6) Filed as an exhibit to the Company's 1991 Proxy Statement, filed on or
about March 29, 1991, and incorporated by reference thereto.
(7) Furnished for the information of the Commission only and not deemed
"filed" as part of this Report on Form 10-K except for those portions which
are specifically incorporated herein by reference.
(8) Filed as an exhibit to the Company's Form 10-K for the year ended December
31, 1990 (file number 0-10826), and incorporated by reference thereto.
(9) Compensatory plans or arrangements.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended
December 31, 1994.
<PAGE> 4
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, 1995 /s/ L. Nash Allen, Jr.
----------------------
L. Nash Allen, Jr.
Treasurer and Chief Financial Officer
<PAGE> 5
KPMG[LOGO]
BANCORPSOUTH, INC. SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1994 AND 1993
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE> 6
KPMG [LOGO] Peat Marwick LLP
Morgan Keegan Tower, Suite 900
Fifty North Front Street
Memphis, TN 38103
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, 1994 and 1993, and the related statements of
changes in net assets available for plan benefits for the three-year period
ended December 31, 1994. 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, 1994 and 1993, and the changes in net assets available for plan
benefits for the three-year period ended December 31, 1994, 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 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 25, 1995
<PAGE> 7
BANCORPSOUTH, INC. SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
INVESTMENTS (NOTE 3):
Investments in common trust funds:
Bank of Mississippi Equity Fund $ 1,895,945 1,639,963
Bank of Mississippi Income Fund 1,861,528 1,659,931
Common stock of BancorpSouth, Inc. 30,413,007 27,415,324
U.S. Government and agency obligations 948,897 952,510
Certificates of deposit 855,000 835,000
Participant loans 121,131 104,846
----------- ----------
36,095,508 32,607,574
Accrued interest and dividends receivable 291,469 246,355
Cash in interest-bearing deposit accounts and
money market accounts 521,477 451,137
----------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $36,908,454 33,305,066
=========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 8
BANCORPSOUTH, INC. SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Investment income:
Net appreciation in fair value of
investments (note 3) $ 632,946 3,250,645 4,773,050
Interest 117,600 118,602 189,141
Dividends 982,127 767,383 627,845
----------- ---------- ----------
TOTAL INVESTMENT INCOME 1,732,673 4,136,630 5,590,036
Contributions:
Employer 1,387,056 1,243,687 1,013,056
Employee - salary deferral 1,969,113 1,822,296 1,444,458
ESOP rollover (note 6) - 146,698 -
----------- ---------- ----------
TOTAL CONTRIBUTIONS 3,356,169 3,212,681 2,457,514
----------- ---------- ----------
5,088,842 7,349,311 8,047,550
Benefits paid to participants 1,485,454 1,356,225 2,411,650
----------- ---------- ----------
NET INCREASE 3,603,388 5,993,086 5,635,900
Net assets available for plan benefits:
Beginning of year 33,305,066 27,311,980 21,676,080
----------- ---------- ----------
End of year $36,908,454 33,305,066 27,311,980
=========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 9
BANCORPSOUTH, INC. SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
(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
1 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 employee 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.
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.
(Continued)
<PAGE> 10
2
BANCORPSOUTH, INC. SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
(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, forfeiture allocations, 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 his
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 value of
the stock.
(h) RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform
to the 1994 presentation.
(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. Amounts contributed by the
Company are not taxed to the employee until a distribution from the
Plan is received.
(Continued)
<PAGE> 11
3
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.
<TABLE>
<CAPTION>
1994 1993
------------------------------------- -----------------------------------------
NUMBER OF NUMBER OF
SHARES OR SHARES OR
PRINCIPAL PRINCIPAL
AMOUNT COST FAIR VALUE AMOUNT COST FAIR VALUE
------ ---- ---------- ------ ---- ----------
<S> <C> <C> <C> <C> <C> <C>
FUND A:
Common stock - BancorpSouth, Inc. 886,317 $19,022,319 30,413,007 817,089 $15,803,970 27,415,324
Participant loans - 121,131 121,131 - 104,846 104,846
----------- ---------- ----------- ----------
- 19,143,450 30,534,138 - 15,908,816 27,520,170
FUND B:
U.S. Government Securities:
Treasury notes 320,000 320,962 306,002 160,000 161,981 163,649
U.S. Government Agencies:
Federal Farm Credit Bank notes - - - 40,000 40,277 41,325
Federal Home Loan Bank notes 300,000 298,148 296,094 365,000 362,212 378,186
Federal National Mortgage Association 200,000 201,598 186,500 200,000 201,597 201,500
Student Loan Marketing Association 160,000 157,603 160,301 160,000 157,603 167,850
Time deposits:
Bank of Mississippi certificates of deposit 675,000 675,000 675,000 675,000 675,000 675,000
Other certificates of deposit 180,000 180,000 180,000 160,000 160,000 160,000
----------- ---------- ----------- ----------
- 1,833,311 1,803,897 - 1,758,670 1,787,510
FUND C:
Common trust funds:
Bank of Mississippi income fund 121,599 1,570,111 1,861,528 104,779 1,313,160 1,659,931
Bank of Mississippi equity fund 19,588 659,011 1,254,061 19,588 659,011 1,254,436
----------- ---------- ----------- ----------
- 2,229,122 3,115,589 - 1,972,171 2,914,367
----------- ---------- ----------- ----------
FUND E:
Common trust funds:
Bank of Mississippi equity fund 10,026 587,758 641,884 6,020 330,405 385,527
----------- ---------- ----------- ----------
TOTAL INVESTMENTS - $23,793,641 36,095,508 - $19,970,062 32,607,574
=========== ========== =========== ==========
</TABLE>
(Continued)
<PAGE> 12
4
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, 1994, 1993 and 1992, respectively, as follows:
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE:
Common Trust Funds $(56,725) 301,552 190,015
Common stock of BancorpSouth, Inc. 744,584 2,956,126 4,589,724
U.S. Government and agency obligations (54,913) (7,033) (6,689)
-------- --------- ---------
NET APPRECIATION IN FAIR VALUE $632,946 3,250,645 4,773,050
======== ========= =========
</TABLE>
In 1992, the Bank of Mississippi Equity Fund (the Fund) changed its
method of distributing net income. All income earned by the fund is
accumulated as part of the principal of the Fund (not distributed to
holders of the Fund) and reflected in the appreciation in fair value
of the Fund in the year received.
(4) PARTICIPANT-DIRECTED INVESTMENT PROGRAMS
Net assets available for benefits and changes in net assets available
for plan benefits by investment fund at and for the years ended
December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1994
--------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND
--------------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E TOTAL
------ ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C>
ASSETS, AT CURRENT VALUE:
Investments in common trust funds:
Bank of Mississippi Equity Fund$ - - 1,254,061 - 641,884 1,895,945
Bank of Mississippi Income Fund - - 1,861,528 - - 1,861,528
Common stock of BancorpSouth, Inc. 30,413,007 - - - - 30,413,007
U.S. Government and agency
obligations - 948,897 - - - 948,897
Certificates of deposit - 855,000 - - - 855,000
Participant loans 121,131 - - - - 121,131
----------- --------- --------- ------- ------- ----------
30,534,138 1,803,897 3,115,589 - 641,884 36,095,508
Accrued interest and dividends
receivable 265,895 25,574 - - - 291,469
Cash in interest-bearing deposit
accounts and money market accounts 169,308 51,150 28,876 253,182 18,961 521,477
----------- --------- --------- ------- ------- ----------
TOTAL ASSETS AVAILABLE
FOR PLAN BENEFITS $30,969,341 1,880,621 3,144,465 253,182 660,845 36,908,454
=========== ========= ========= ======= ======= ==========
</TABLE>
(Continued)
<PAGE> 13
5
BANCORPSOUTH, INC. SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
1994
---------------------------------------------------------------------------
CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND
---------------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E TOTAL
------ ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C>
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
=========== ========= ========= ======= ======= ==========
</TABLE>
(Continued)
<PAGE> 14
6
BANCORPSOUTH, INC. SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
1993
-------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND
-------------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E TOTAL
------ ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C>
ASSETS, AT CURRENT VALUE:
Investments in common trust funds:
Bank of Mississippi Equity Fund $ - - 1,254,436 - 385,527 1,639,963
Bank of Mississippi Income Fund - - 1,659,931 - - 1,659,931
Common stock of BancorpSouth, Inc. 27,415,324 - - - - 27,415,324
U.S. Government and agency
obligations - 952,510 - - - 952,510
Certificates of deposit - 835,000 - - - 835,000
Participant loans 104,846 - - - - 104,846
----------- --------- --------- ------- ------- ----------
27,520,170 1,787,510 2,914,367 - 385,527 32,607,574
Accrued interest and dividends
receivable 220,614 25,741 - - - 246,355
Cash in interest-bearing deposit
accounts and money market accounts 30,106 52,648 29,004 326,650 12,729 451,137
----------- --------- --------- ------- ------- ----------
TOTAL ASSETS AVAILABLE
FOR PLAN BENEFITS $27,770,890 1,865,899 2,943,371 326,650 398,256 33,305,066
=========== ========= ========= ======= ======= ==========
</TABLE>
<TABLE>
<CAPTION>
1993
-------------------------------------------------------------------------
CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND
-------------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E TOTAL
------ ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation (depreciation) in
fair value of investments $ 2,956,126 (7,033) 266,960 - 34,592 3,250,645
Interest 6,863 111,479 260 - - 118,602
Dividends 755,068 3,497 1,194 7,137 487 767,383
----------- --------- --------- ------- ------- ----------
TOTAL INVESTMENT INCOME 3,718,057 107,943 268,414 7,137 35,079 4,136,630
Contributions:
Employer 1,243,687 - - - - 1,243,687
Employee 1,423,920 71,209 203,743 8,208 115,216 1,822,296
ESOP rollover - - - 146,698 - 146,698
----------- --------- --------- ------- ------- ----------
TOTAL CONTRIBUTIONS 2,667,607 71,209 203,743 154,906 115,216 3,212,681
Transfers (30,925) (64,251) 101,260 (54,621) 48,537 -
----------- --------- --------- ------- ------- ----------
6,354,739 114,901 573,417 107,422 198,832 7,349,311
Benefits paid to participants 742,587 467,442 84,225 48,024 13,947 1,356,225
----------- --------- --------- ------- ------- ----------
NET INCREASE (DECREASE) 5,612,152 (352,541) 489,192 59,398 184,885 5,993,086
Net assets available for plan benefits:
Beginning of year 22,158,738 2,218,440 2,454,179 267,252 213,372 27,311,980
----------- --------- --------- ------- ------- ----------
End of year $27,770,890 1,865,899 2,943,371 326,650 398,257 33,305,066
=========== ========= ========= ======= ======= ==========
</TABLE>
(Continued)
<PAGE> 15
7
BANCORPSOUTH, INC. SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
(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) ESOP ROLLOVER
On August 31, 1992, in accordance with the business combination
between Volunteer Bancshares, Inc. and Bancorp of Mississippi, Inc.
(the predecessor of the Company), the Board of Directors of Volunteer
Bancshares, Inc. decided to terminate the Jackson National Bank
Employee Stock Ownership Plan (the Jackson National Plan).
Participants in the Jackson National Plan had the option of
transferring their individual accounts into the Plan. In November
1993, individual accounts totaling $146,698 were transferred to the
Plan.
(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:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1994 1993
---- ----
<S> <C> <C>
Net assets available for benefits
per the financial statements $36,908,454 33,305,066
Amounts allocated to withdrawing
participants 924,512 755,142
----------- ----------
Net assets available for benefits as
filed in Form 5500 $35,983,942 32,549,924
=========== ==========
</TABLE>
The following is a reconciliation of benefits paid to participants
per the financial statements to the Form 5500:
<TABLE>
<S> <C>
Benefits paid to participants per
the financial statements $ 1,485,454
Add: Amounts allocated to withdrawing
participants at December 31, 1994 924,512
Less: Amounts allocated to withdrawing
participants at December 31, 1993 755,142
-----------
Benefits paid to participants per the
Form 5500 $ 1,654,824
===========
</TABLE>
<PAGE> 16
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, 1994
<TABLE>
<CAPTION>
PAR/NUMBER FAIR
ISSUER DESCRIPTION OF SHARES COUPON MATURITY COST VALUE
------ ----------- ---------- ------ -------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
BancorpSouth, Inc. Common stock 886,317 - - $19,022,319 30,413,007
Participant loans Loans - Variable Variable 121,131 121,131
U.S. Government Treasury note 160,000 5.625 01/31/98 161,981 150,501
U.S. Government Treasury note 160,000 7.125 09/30/99 158,981 155,501
U.S. Government Agency Federal Home Loan Bank Note 100,000 7.100 10/25/96 100,830 98,782
U.S. Government Agency Federal Home Loan Bank Note 200,000 6.810 09/02/97 197,318 197,313
U.S. Government Agency Federal National Mortgage
Association Note 200,000 5.350 10/10/97 201,598 186,500
U.S. Government Agency Student Loan Marketing
Association Note 160,000 8.550 02/01/95 157,603 160,301
Bank of Mississippi
Income Fund Common trust fund 121,599 - - 1,570,111 1,861,528
Bank of Mississippi
Equity Fund Common trust fund 19,588 - - 1,246,769 1,895,944
Bank of Mississippi, Inc. Certificate of deposit 200,000 7.300 10/29/96 200,000 200,000
Bank of Mississippi, Inc. Certificate of deposit 200,000 6.750 10/29/95 200,000 200,000
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 100,000 5.500 10/06/97 100,000 100,000
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
----------- ----------
$23,793,641 36,095,508
=========== ==========
</TABLE>
<PAGE> 17
Schedule 2
BANCORPSOUTH, INC. - SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
TOTAL
NUMBER OF PURCHASE SELLING GAIN
DESCRIPTION OF SECURITY TRANSACTIONS PRICE/COST PRICE (LOSS)
----------------------- ------------ ---------- ------- ------
<S> <C> <C> <C> <C>
PURCHASES - common stock of
BancorpSouth, Inc. 35 $2,314,971 - -
== ========== === ===
</TABLE>
<PAGE> 1
Exhibit 23.1
KPMG Peat Marwick LLP
INDEPENDENT AUDITORS' 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 25, 1995, 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, 1994 and 1993, 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, 1994, which report appears in the December 31, 1994 annual report
on Form 10-K, as amended on June 30, 1995, of BancorpSouth, Inc.
/s/ KPMG Peat Marwick LLP
Memphis, Tennessee
June 27, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 521,477
<SECURITIES> 35,119,377
<RECEIVABLES> 121,131
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 36,908,454
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 5,088,842
<CGS> 0
<TOTAL-COSTS> 1,485,454
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,603,388
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,603,388
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
