<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, 1995 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 38801
Tupelo, Mississippi (Zip Code)
(Address of principal executive offices)
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)
(Continued from Cover Page)
<PAGE> 2
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, 1996, was approximately
$485,419,000 based on the closing sale price as reported on the Nasdaq Stock
Market.
On March 15, 1996, the Registrant had outstanding 21,008,526
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, 1995 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 23, 1996 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
1995 Annual Report to Shareholders:
-Report of Independent Auditors
-Consolidated balance sheets as of December 31, 1995 and 1994
-Consolidated statements of income for the three years ended
December 31, 1995
-Consolidated statements of shareholders' equity for the three
years ended December 31, 1995
-Consolidated statements of cash flows for the three years ended
December 31, 1995
-Notes to consolidated financial statements for the three years
ended December 31, 1995
The following are filed herewith:
-BancorpSouth, Inc. Salary Deferral-Profit Sharing Employee Stock
Ownership Plan Financial Statements and Schedules, December 31,
1995 and 1994.
-Consent of KPMG Peat Marwick LLP
<PAGE> 4
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, 1995 and 1994, and the related statements of
changes in net assets available for plan benefits for the three-year period
ended December 31, 1995. 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, 1995 and 1994, and the changes in net assets available for plan
benefits for the three-year period ended December 31, 1995, 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 13, 1996
<PAGE> 5
BANCORPSOUTH, INC. SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
INVESTMENTS (NOTE 3):
Investments in common trust funds:
Bank of Mississippi Equity Fund $ 2,601,809 1,895,945
Bank of Mississippi Income Fund 1,931,515 1,861,528
Common stock of BancorpSouth, Inc. 39,070,026 30,413,007
U.S. Government and agency obligations 1,245,143 948,897
Certificates of deposit 660,614 855,000
Participant loans 112,768 121,131
----------- ----------
45,621,875 36,095,508
Accrued interest and dividends receivable 322,872 291,469
Cash in interest-bearing deposit accounts and
money market accounts 536,587 521,477
----------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $46,481,334 36,908,454
=========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 6
BANCORPSOUTH, INC. SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Investment income:
Net appreciation in fair value of
investments (note 3) $ 6,510,598 632,946 3,250,645
Interest 120,366 117,600 118,602
Dividends 1,166,964 982,127 767,383
----------- ---------- ----------
TOTAL INVESTMENT INCOME 7,797,928 1,732,673 4,136,630
----------- ---------- ----------
Contributions:
Employer 1,463,085 1,387,056 1,243,687
Employee - salary deferral 2,172,287 1,969,113 1,822,296
ESOP rollover (note 6) - - 146,698
----------- ---------- ----------
TOTAL CONTRIBUTIONS 3,635,372 3,356,169 3,212,681
----------- ---------- ----------
11,433,300 5,088,842 7,349,311
Benefits paid to participants 1,860,420 1,485,454 1,356,225
----------- ---------- ----------
NET INCREASE 9,572,880 3,603,388 5,993,086
Net assets available for plan benefits:
Beginning of year 36,908,454 33,305,066 27,311,980
----------- ---------- ----------
End of year $46,481,334 36,908,454 33,305,066
=========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 7
BANCORPSOUTH, INC. SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
(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 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> 8
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.O 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> 9
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>
1995 1994
-------------------------------------- ---------------------------------------
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. 1,929,384 $23,288,480 39,070,026 1,772,634 $19,022,319 30,413,007
Participant loans - 112,768 112,768 - 121,131 121,131
----------- ---------- ----------- ----------
23,401,248 39,182,794 19,143,450 30,534,138
----------- ---------- ----------- ----------
FUND B:
U.S. Government Securities:
Treasury notes 320,000 320,962 330,850 320,000 320,962 306,002
U.S. Government Agencies:
Federal Farm Credit Bank notes 200,000 200,397 206,605 - - -
Federal Home Loan Bank notes 250,000 250,007 252,265 300,000 298,148 296,094
Federal National Mortgage Association 450,000 451,915 455,423 200,000 201,598 186,500
Student Loan Marketing Association - - - 160,000 157,603 160,301
Time deposits:
Bank of Mississippi certificates of
deposit 480,614 480,614 480,614 675,000 675,000 675,000
Other certificates of deposit 180,000 180,000 180,000 180,000 180,000 180,000
----------- ---------- ----------- ----------
1,883,895 1,905,757 1,833,311 1,803,897
----------- ---------- ----------- ----------
FUND C:
Common trust funds:
Bank of Mississippi income fund 106,233 1,390,279 1,931,515 121,599 1,570,111 1,861,528
Bank of Mississippi equity fund 16,603 564,128 1,488,297 19,588 659,011 1,254,061
----------- ---------- ----------- ----------
1,954,407 3,419,812 2,229,122 3,115,589
----------- ---------- ----------- ----------
FUND E:
Common trust funds:
Bank of Mississippi equity fund 12,422 767,552 1,113,512 10,026 587,758 641,884
----------- ---------- ----------- ----------
TOTAL INVESTMENTS $28,007,102 45,621,875 $23,793,641 36,095,508
=========== ========== =========== ==========
</TABLE>
(Continued)
<PAGE> 10
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 DecemberE31, 1995, 1994 and 1993, respectively, as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE:
Common Trust Funds $1,057,099 (56,725) 301,552
Common stock of BancorpSouth, Inc. 5,396,989 744,584 2,956,126
U.S. Government and agency obligations 56,510 (54,913) (7,033)
---------- -------- ---------
NET APPRECIATION IN FAIR VALUE $6,510,598 632,946 3,250,645
========== ======== =========
</TABLE>
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, 1995 and 1994 and
changes in net assets available for plan benefits by investment fund for
the years ended December 31, 1995, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1995
----------
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 $ - - 1,488,297 - 1,113,512 2,601,809
Bank of Mississippi Income Fund - - 1,931,515 - - 1,931,515
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
=========== ========= ========= ========= ========= ==========
</TABLE>
(Continued)
<PAGE> 11
5
BANCORPSOUTH, INC. SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
1995
-------------------------------------------------------------------------
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 $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 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 (DECREASE) 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
=========== ========= ========= ======= ========= ==========
</TABLE>
(Continued)
<PAGE> 12
6
BANCORPSOUTH, INC. SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
<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>
<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> 13
7
BANCORPSOUTH, INC. SALARY
DEFERRAL - PROFIT SHARING EMPLOYEE
STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
<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>
(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.
(Continued)
<PAGE> 14
8
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:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1995 1994
---- ----
<S> <C> <C>
Net assets available for benefits
per the financial statements $46,481,33 436,908,454
Amounts allocated to withdrawing
participants 1,104,490 924,512
---------- -----------
Net assets available for benefits as
filed in Form 5500 $45,376,844 35,983,942
=========== ===========
</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 $ 1,860,420
Add: Amounts allocated to withdrawing
participants at December 31, 1995 1,104,490
Less: Amounts allocated to withdrawing
participants at December 31, 1994 (924,512)
-----------
Benefits paid to participants per the
Form 5500 $ 2,040,398
===========
</TABLE>
(Continued)
<PAGE> 15
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, 1995
<TABLE>
<CAPTION>
PAR/NUMBER FAIR
ISSUER DESCRIPTION OF SHARES COUPON MATURITY COST VALUE
------ ----------- --------- ------ -------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
BancorpSouth, Inc. Common stock 1,929,384 - - $23,288,480 39,070,026
Participant loans Loans - - - 112,768 112,768
U.S. Government Treasury note 160,000 5.625 01/31/98 161,981 161,250
U.S. Government Treasury note 160,000 7.125 09/30/99 158,981 169,600
U.S. Government Agency Federal Home Loan Bank Note 250,000 6.240 12/01/00 250,007 252,264
U.S. Government Agency Federal National Mortgage
Association Note 200,000 5.350 10/10/97 201,597 199,250
U.S. Government Agency Federal National Mortgage
Association Note 250,000 6.550 08/10/00 250,318 256,173
U.S. Government Agency Federal Farm Credit Bank 100,000 7.170 04/03/00 100,382 106,022
U.S. Government Agency Federal Farm Credit Bank 100,000 7.040 05/04/98 100,015 100,584
Bank of Mississippi
Income Fund Common trust fund 106,233 - - 1,390,279 1,931,515
Bank of Mississippi
Equity Fund 16,603 - - 564,128 1,488,297
Bank of Mississippi
Equity Fund Common trust fund 12,422 - - 767,552 1,113,512
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 75,000 5.250 02/21/97 75,000 75,000
Bank of Mississippi, Inc. Certificate of deposit 105,614 5.500 10/06/97 105,614 105,614
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
----------- ----------
$28,007,102 45,621,875
=========== ==========
</TABLE>
<PAGE> 16
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. 52 $3,478,103 - -
</TABLE>
<PAGE> 17
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 28, 1996 /s/ L. Nash Allen, Jr.
----------------------
L. Nash Allen, Jr.
Treasurer and Chief Financial Officer
<PAGE> 1
Exhibit No. Exhibit Index
- ----------- --------------
23 Independent Auditor's Consent
<PAGE> 2
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 13, 1996, 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, 1995 and 1994, 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, 1995, which report appears in the December 31, 1995 annual report
on Form 10-K, as amended on July 1, 1996, of BancorpSouth, Inc.
Memphis, Tennessee
June 28, 1996
