<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
BANCORPSOUTH, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[LOGO - BANCORPSOUTH]
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38801
March 22, 1996
TO THE SHAREHOLDERS OF
BANCORPSOUTH, INC.
On Tuesday, April 23, 1996, at 7:00 p.m., the annual meeting of
shareholders of BancorpSouth, Inc. will be held at the Ramada Inn Convention
Center, 854 North Gloster Street, Tupelo, Mississippi. Dinner will be served. I
trust that you will make every effort to attend and participate in the business
of the meeting.
Please read our enclosed Annual Report to Shareholders and Proxy Statement
for the 1996 annual meeting of shareholders. Sign, date and return the enclosed
proxy, which is being solicited by the Board of Directors of the Company, as
soon as possible. If you attend the meeting, you may withdraw your proxy and
vote your shares personally.
If you plan to attend the dinner portion of the meeting, please be sure to
complete and return the enclosed reservation card.
Sincerely,
/s/ Aubrey B. Patterson
AUBREY BURNS PATTERSON
Chairman of the Board
and Chief Executive Officer
Enclosures:
1. Proxy Card and Business Reply Envelope
2. Meeting Reservation Card
3. Annual Report
IMPORTANT . . . SEND IN YOUR PROXY
DATE, FILL IN, AND SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY.
<PAGE> 3
[LOGO - BANCORPSOUTH]
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38801
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1996
TO THE SHAREHOLDERS
OF BANCORPSOUTH, INC.
The annual meeting of shareholders of BancorpSouth, Inc. (the "Company")
will be held on Tuesday, April 23, 1996, at 7:00 p.m. at the Ramada Inn
Convention Center, 854 North Gloster Street, Tupelo, Mississippi, for the
following purposes:
(1) To elect four Class II directors;
(2) To elect one Class I director;
(3) To ratify the appointment of the accounting firm of KPMG Peat Marwick
LLP as independent auditors of the Company and its subsidiaries for the
year 1996; and
(4) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on March 8, 1996 as
the record date for determining shareholders entitled to notice of and to vote
at the meeting.
By order of the Board of Directors
/s/ Aubrey B. Patterson
AUBREY BURNS PATTERSON
Chairman of the Board
and Chief Executive Officer
March 22, 1996
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, TO ASSURE THE
PRESENCE OF A QUORUM, PLEASE COMPLETE, DATE, SIGN AND MAIL THE ENCLOSED PROXY AS
SOON AS POSSIBLE. IF YOU ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES
PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.
<PAGE> 4
[LOGO - BANCORPSOUTH]
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38801
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of BancorpSouth, Inc. (the "Company"), to be
voted at the annual meeting of shareholders to be held at the Ramada Inn
Convention Center, 854 North Gloster Street, Tupelo, Mississippi, on April 23,
1996, at 7:00 p.m., local time, for the purposes set forth in the accompanying
notice, and at any adjournment thereof. This Proxy Statement and the
accompanying form of proxy are first being sent to shareholders on or about
March 22, 1996.
If the enclosed proxy is properly executed, returned and not revoked, it
will be voted in accordance with the instructions, if any, given by the
shareholder, and if no instructions are given, it will be voted (a) for the
election as directors of the nominees described in this Proxy Statement, (b) to
ratify the appointment of the firm of KPMG Peat Marwick LLP as independent
auditors of the Company and its subsidiaries, and (c) for the recommendations of
the Board of Directors on any other proposal that may properly come before the
meeting.
Shareholders who sign proxies have the right to revoke them by written
request to the Company at any time before they are voted, and the giving of the
proxy will not affect the right of any shareholder to attend the meeting and
vote in person.
The close of business on March 8, 1996 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
meeting. As of the close of business on March 8, 1996, the Company had
500,000,000 authorized shares of common stock, $2.50 par value (the "Common
Stock"), of which 21,008,526 shares were outstanding and entitled to vote. The
Common Stock is the Company's only outstanding voting stock.
ELECTION OF DIRECTORS
INTRODUCTION
The Articles of Incorporation of the Company provide that the Board of
Directors shall be divided into three classes of as nearly equal size as
possible. Approximately one-third of the directors are elected each year. The
Board of Directors has nominated the four individuals named below under the
caption "Class II Nominees" for election as directors to serve until the annual
meeting of shareholders in 1999 or until their earlier retirement in accordance
with the policy of the Board of Directors. The policy provides that a director
shall retire at age 65 unless he continues to be actively engaged in his primary
occupation, in which event he shall retire at age 70. Each nominee has consented
to be a candidate and to serve, if elected.
In addition to electing four Class II directors, the shareholders are being
asked to elect one Class I director, to serve until the annual meeting of
shareholders in 1997. Information concerning the Class I nominee is set forth
below under the caption "Class I Nominee." Such nominee is a former director of
the recently acquired Wes-Tenn Bancorp, Inc. Such nominee has also consented to
be a candidate and to serve, if elected.
Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present. The
holders of Common Stock do not have cumulative voting rights with respect to the
election of directors. Consequently, each shareholder may cast one vote per
share for each nominee.
Unless a proxy shall specify otherwise, the persons named in the proxy
shall vote the shares covered thereby for the nominees designated by the Board
of Directors listed below. Should any nominee become
<PAGE> 5
unavailable for election, shares covered by a proxy will be voted for a
substitute nominee selected by the current Board of Directors.
CLASS II NOMINEES
The following table shows the names, ages, principal occupations and other
directorships of the nominees to become Class II directors and the year in which
each nominee was first elected to the Board of Directors.
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR
NAME AGE OCCUPATION/OTHER DIRECTORSHIPS SINCE
- -------------------------- ---- ---------------------------------------------------- ---------
<S> <C> <C> <C>
A. Douglas Jumper 64 President, S&J Steel Builders, Inc., Booneville, 1972
Mississippi; Chairman, Belmont Homes, Inc. (mobile
home manufacturer), Belmont, Mississippi since
1992; Director of River Oaks Furniture, Inc.
(furniture manufacturer), Fulton, Mississippi
Turner O. Lashlee(1) 59 President, Lashlee-Rich, Inc. (general construction 1992
and retail building materials supplier), Humboldt,
Tennessee
W. G. Holliman, Jr. 58 President and Chief Executive Officer, Action 1994
Industries (furniture manufacturer), Tupelo,
Mississippi
Alan W. Perry 48 Attorney at Law, Forman, Perry, Watkins & Krutz, 1994
Jackson, Mississippi
</TABLE>
- ---------------
(1) Mr. Lashlee became a director upon the consummation of the merger between
the Company and Volunteer Bancshares, Inc. ("Volunteer") on August 31, 1992
(the "Volunteer Merger"). He previously had been a director of Volunteer
since 1986.
CLASS I NOMINEE
The following table shows the name, age and principal occupation of the
nominee to become a Class I director. Such nominee is not currently a director.
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR
NAME AGE OCCUPATION SINCE
- -------------------------- ---- ---------------------------------------------------- ---------
<S> <C> <C> <C>
Fletcher H. Goode, M.D. 66 Opthalmologist, Millington, Tennessee --
</TABLE>
CONTINUING DIRECTORS
The persons named below will continue to serve as directors until the
annual meeting of shareholders in the year indicated and until their successors
are elected and take office. Except as stated above, shareholders are not voting
on the election of the Class I and Class III directors. The following table
shows the names, ages, principal occupations and other directorships of each
continuing director, and the year in which each was first elected to the Board
of Directors.
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR
NAME AGE OCCUPATION/OTHER DIRECTORSHIPS SINCE
- -------------------------- ---- ---------------------------------------------------- ---------
<S> <C> <C> <C>
CLASS I -- 1997
S. H. Davis 63 Partner, Davis Partnership (farming), Bruce, 1955
Mississippi
Hassell H. Franklin 60 Chief Executive Officer, Franklin Corp. (furniture 1974
manufacturer), Houston, Mississippi
Travis E. Staub 63 Vice Chairman, JESCO (construction), Fulton, 1975
Mississippi
Lowery A. Woodall 66 Executive Director, Forrest General Hospital, 1994
Hattiesburg, Mississippi
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR
NAME AGE OCCUPATION/OTHER DIRECTORSHIPS SINCE
- -------------------------- ---- ---------------------------------------------------- ---------
<S> <C> <C> <C>
CLASS III -- 1998
Aubrey Burns Patterson 53 Chairman of the Board and Chief Executive Officer of 1983
the Company and Bank of Mississippi; elected Chief
Executive Officer of the Company in April 1990,
and Chairman of the Board in April 1991; Director
of Belmont Homes, Inc. (mobile home manufacturer),
Belmont, Mississippi
Frank A. Riley 68 Attorney at Law, Riley, Ford, Caldwell & Cork, P.A., 1965
Tupelo, Mississippi
Dr. Andrew R. Townes 64 Doctor of Dental Surgery, Grenada, Mississippi 1971
J. Louis Griffin, Jr. 58 Chief Executive Officer and President of Laurel 1995
Federal Savings & Loan Association, a subsidiary
of the Company since March 1995; previously, Chief
Executive Officer and President of LF Bancorp,
Inc., Laurel, Mississippi, until its merger with
the Company in March 1995
</TABLE>
Except as noted above, each of the nominees and continuing directors has
had the principal occupation indicated for more than five years.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During 1995, the Board of Directors of the Company held monthly meetings.
Twelve meetings were held during 1995. All directors attended at least 75% of
the meetings held while they were directors of the Board and all committees on
which they served.
The Board of Directors has established the standing committees described
below. Mr. Patterson serves as an ex officio member of each committee, in
addition to being chairman of the Executive Committee.
The Executive Committee acts on behalf of the Board of Directors on all
matters concerning the management and conduct of the business and affairs of the
Company except those matters which cannot by law be delegated by the Board.
Generally, the Executive Committee meets monthly. The Executive Committee held
14 meetings during 1995. The current members of the Executive Committee are
Messrs. Patterson (Chairman), Franklin, Jumper, Riley and Staub.
The Audit and Loan Review Committee is responsible for determining the
effectiveness of internal controls and operational procedures, compliance with
applicable policies, regulations and laws, the engagement of the independent
auditors for the Company, and supervision of the annual audit. This committee
also serves as the audit and loan review committee for the Company's banking
subsidiaries. The Audit and Loan Review Committee is currently composed of
Messrs. Townes (Chairman), Davis, Lashlee and Perry. This committee met 12 times
during 1995.
The Human Resources and Marketing Committee reviews and approves the
salaries, benefits and other compensation of the employees of the Company and
its subsidiaries. The members of this committee during 1995 were Messrs. Woodall
(Chairman), Griffin and Holliman. The committee met 12 times during the year.
The Nominating Committee recommends to the Board of Directors nominees for
election to the Board. The current members of this committee are Messrs.
Franklin (Chairman), Jumper, Patterson, Riley and Staub. The Nominating
Committee met three times during the year.
Shareholders may make recommendations for nominees for the Board of
Directors to the Nominating Committee by submitting written notice to the chief
executive officer of the Company at least 90 days prior to the meeting. This
written notice must contain, to the extent known by the nominating shareholder,
the name,
3
<PAGE> 7
address and the principal occupation of each proposed nominee; and the name,
residential address, and the number of shares owned by the notifying
shareholder.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no additional
compensation for serving on the Board of Directors or any committee thereof.
Directors receive an annual retainer, paid monthly, of $3,600, and are paid a
meeting fee of $1,000 for each regular or called meeting attended. Members of
the Executive Committee receive a fee of $1,000 for each meeting attended.
Chairmen of other standing or special committees of the Board of Directors
receive an annual fee of $1,200 for serving as such. Members of other standing
committees receive $500 for each committee meeting attended. Directors are
reimbursed for necessary travel expenses and are insured under the Company's
group life insurance plan for amounts of $15,000 to age 65 and $9,750 from age
65 until reaching age 70.
Each non-employee director of the Company also participates in the
Company's 1995 Non-Qualified Stock Option Plan For Non-Employee Directors (the
"Director Plan"). The Director Plan provides for the grant on each May 1 during
the term of the plan to each participating director of stock options to purchase
the number of shares of Common Stock equal to the nearest number of whole shares
equal to 24,000 shares (subject to adjustment) divided by the number of
non-employee directors of the Company on such grant date. The purchase price
upon exercise of an option is the fair market value of the Common Stock on the
grant date. Each option will also include stock appreciation rights ("SARs")
equal to 50% of the number of shares of Common Stock subject to the related
option. SARs entitle each optionee to receive, without payment to the Company
(except for applicable withholding taxes, if any), the excess of the fair market
value per share of Common Stock on the date on which the SARs are exercised over
the purchase price per share of the underlying option. SARs are exercisable only
to the extent that the underlying option is exercisable and shall terminate when
the option terminates. SARs may be exercised only upon the surrender and
cancellation of the corresponding exercisable portion of the option. Options
granted under the Director Plan have a ten-year term (subject to earlier
termination following death or termination of service) and become exercisable on
the date of the next annual meeting following the date of grant provided that
the option recipient has continually served as a director during that period.
The Director Plan is administered by the Board of Directors which has no
authority or discretion to deviate from the express provisions of this plan
except that before any May 1, the Board of Directors may revoke the next
automatic grant of options if no stock options were granted to employees since
the preceding May 1 under any of the Company's employee stock option plans. A
total of 192,000 shares of Common Stock have been reserved for issuance under
the Director Plan. Options to purchase 24,000 shares of Common Stock have
previously been granted, none of which options has been exercised.
4
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of January 31, 1996,
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock, (ii) all directors and nominees, (iii) each of the
executive officers of the Company named in the Summary Compensation Table set
forth below under the caption "EXECUTIVE COMPENSATION," and (iv) all directors
and executive officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY PERCENT
OWNED(1) OF CLASS
------------------- --------
<S> <C> <C>
BancorpSouth, Inc. Amended and Restated Salary Deferral Profit
Sharing Employee Stock Ownership Plan,......................... 1,942,403 9.25%
One Mississippi Plaza,
Tupelo Mississippi 38801
S. H. Davis...................................................... 114,826(2) *
Hassell H. Franklin.............................................. 302,452 1.44%
J. Louis Griffin, Jr............................................. 22,911(3) *
J. Ronald Hodges................................................. 35,026 *
W. G. Holliman, Jr............................................... 166,588(4) *
A. Douglas Jumper................................................ 109,208(5) *
Turner O. Lashlee................................................ 18,005 *
Charles J. McKee................................................. 58,822 *
Aubrey Burns Patterson........................................... 159,452(6) *
Alan W. Perry.................................................... 10,961 *
Frank A. Riley................................................... 34,932(7) *
Michael L. Sappington............................................ 47,776 *
Travis E. Staub.................................................. 34,288(8) *
Dr. Andrew R. Townes............................................. 50,954 *
Lowery A. Woodall................................................ 20,318(9) *
Fletcher W. Goode, M.D........................................... 35,289 *
Michael W. Weeks................................................. 38,170(10) *
All directors and executive officers as a group (21 persons)..... 1,389,940 6.62%
</TABLE>
- ---------------
* Less than 1%
(1) Beneficial ownership is deemed to include shares of the Company's Common
Stock which an individual has a right to acquire within 60 days of the date
of this Proxy Statement upon the exercise of options, including options
granted under the BancorpSouth 1990 and 1994 Stock Incentive Plans (the
"Incentive Option Plans"). These shares are deemed to be outstanding for
the purposes of computing the percentage ownership of that individual, but
are not deemed outstanding for the purposes of computing the percentage of
any other person. Information in the table for individuals also includes
shares held in the Company's Amended and Restated Salary Deferral Profit
Sharing Employee Stock Ownership Plan (the "Company's 401(k) Plan") and in
individual retirement accounts for which the shareholder can direct the
vote.
(2) Includes 1,600 shares held as custodian for grandchildren, 34,028 shares
owned by Mr. Davis' wife, and 41,400 shares held in a trust of which Mr.
Davis is the beneficiary.
(3) Includes 4,058 shares owned by Mr. Griffin's wife.
(4) Includes 9,671 shares owned by Mr. Holliman's wife.
(5) Includes 101,408 shares held in a trust of which Mr. Jumper is the
beneficiary and co-trustee.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
5
<PAGE> 9
(6) Includes 1,704 shares owned by Mr. Patterson's mother of which Mr.
Patterson disclaims beneficial ownership, 40 shares held as custodian for a
grandchild, and 6,900 shares beneficially owned by Mr. Patterson pursuant
to a Stock Bonus Agreement with the Company, dated November 1987 (the "1987
Stock Bonus Agreement"), over which he exercises voting power.
(7) Includes 477 shares owned by Mr. Riley's wife.
(8) Includes 4,946 shares owned by Mr. Staub's wife.
(9) Includes 486 shares owned by Mr. Woodall's wife.
(10) Includes 400 shares owned by Mr. Weeks' minor children and 30,000 shares
beneficially owned by Mr. Weeks pursuant to a Stock Bonus Agreement with
the Company, dated January 17, 1995, over which he exercises voting power.
REPORTS OF BENEFICIAL OWNERSHIP
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. These officers, directors and
greater than 10% shareholders of the Company are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file. There are
specific due dates for these reports and the Company is required to report in
this Proxy Statement any failure to file reports as required during 1995 or
prior fiscal years.
Based solely on review of the copies of reports furnished to the Company
and written representations that no other reports were required, the Company
believes that, except as set forth below, the reporting and filing requirements
were complied with during 1995 and prior fiscal years. The Company has been
advised that Michael W. Weeks inadvertently failed to timely report the purchase
of 300 shares in October 1995 and T. O. Lashlee failed to timely report the
acquisition of 1,749 shares in November 1995. These purchases were subsequently
reported.
SELECTION OF AUDITORS
Upon the recommendation of the Audit and Loan Review Committee, the Board
of Directors has appointed the firm of KPMG Peat Marwick LLP, Certified Public
Accountants, as independent auditors of the Company for 1996, subject to the
approval of the shareholders. This firm has served as the independent auditors
of the Company or Bank of Mississippi since 1973. Representatives of this firm
will be at the meeting and will have an opportunity to make a statement if they
desire and will be available to respond to appropriate questions.
The affirmative vote of a majority of the shares represented at the meeting
and entitled to vote is needed to ratify the appointment of KPMG Peat Marwick
LLP as auditors of the Company for the year 1996. If the appointment is not
approved, the matter will be referred to the Audit and Loan Review Committee for
further review.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT.
6
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning compensation
paid or accrued by the Company and its subsidiaries for each of the last three
years with respect to (a) the chief executive officer and (b) the four most
highly compensated executive officers of the Company whose total salary and
bonus for 1995 exceeded $100,000 (the "Named Executive Officers"). All share
amounts and share prices have been adjusted to give effect to a 15% stock
dividend paid on December 1, 1993 (the "1993 Stock Dividend") and a two-for-one
stock split effected in the form of a stock dividend paid on November 20, 1995
(the "1995 Stock Split").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ----------------------------- ---------
------------------------------------------ RESTRICTED LTIP
NAME AND SALARY OTHER ANNUAL STOCK OPTIONS/ PAYOUTS
PRINCIPAL POSITION YEAR ($) BONUS ($) COMPENSATION ($) AWARDS ($) SARS (#)(1) ($)
- ------------------------ ----- --------- --------- ---------------- ---------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Aubrey Burns 1995 $330,000 $133,650 $498,430(3) --(4) 20,000/10,000 $61,453 (5)
Patterson............. 1994 $300,000 $498,950 $346,762(3) $406,250 0/0 $52,612 (5)
Chairman, President 1993 $268,834 $108,420 -- -- 46,000/23,000 $55,500 (5)
and Chief Executive
Officer of the Company
and Bank of
Mississippi
Michael W. Weeks(6)..... 1995 $175,000 $ 47,250 -- --(4) 40,000/20,000 --
Chairman of the Board
and Chief Executive
Officer, Volunteer
Bank
Charles J. McKee........ 1995 $155,280 $ 41,926 $ 21,166(7) -- 10,000/5,000 --
Executive Vice 1994 $147,886 $ 30,464 $ 18,870(7) -- 0/0 --
President of the 1993 $143,777 $ 38,603 -- -- 23,000/11,500 --
Company and Vice
Chairman, Bank of
Mississippi
Michael L. Sappington... 1995 $135,975 $ 36,713 -- -- 8,000/4,000 --
Executive Vice 1994 $127,079 $ 26,178 -- -- 0/0 --
President and Manager, 1993 $124,132 $ 33,328 -- -- 13,800/6,900 --
Southern Region, Bank
of Mississippi
James Ronald Hodges..... 1995 $124,976 $ 33,743 -- -- 6,000/3,000 --
Vice Chairman and 1994 $116,800 $ 24,061 -- -- 0/0 --
Chief Credit Officer 1993 $114,230 $ 30,580 -- -- 13,800/6,900 --
of Volunteer Bank
<CAPTION>
ALL OTHER
COMPEN-
NAME AND SATION
PRINCIPAL POSITION ($)(2)
- ------------------------ ---------
<S> <C>
Aubrey Burns $ 9,240
Patterson............. $ 9,240
Chairman, President $ 8,919
and Chief Executive
Officer of the Company
and Bank of
Mississippi
Michael W. Weeks(6)..... --
Chairman of the Board
and Chief Executive
Officer, Volunteer
Bank
Charles J. McKee........ $ 9,197
Executive Vice $ 9,240
President of the $ 8,991
Company and Vice
Chairman, Bank of
Mississippi
Michael L. Sappington... $ 9,181
Executive Vice $ 6,018
President and Manager, $ 5,653
Southern Region, Bank
of Mississippi
James Ronald Hodges..... $ 9,240
Vice Chairman and $ 5,833
Chief Credit Officer $ 5,694
of Volunteer Bank
</TABLE>
- ---------------
(1) SARs are only exercisable with the related option. There are no freestanding
SARs.
(2) These amounts represent matching contributions by the Company under the
Company's 401(k) Plan.
(3) Represents a cash payment to reimburse Mr. Patterson for federal, state
income and employment tax liabilities incurred as a result of the issuance
of shares of restricted Common Stock.
(4) Pursuant to the terms of a Stock Bonus Agreement, dated January 17, 1995,
30,000 shares of Common Stock were awarded to Mr. Weeks subject to release
of 3,000 shares on each April 1 if the Company achieved certain performance
goals for the preceding year. Prior to their distribution, Mr. Weeks is
entitled to receive all cash dividends paid on such shares. At December 29,
1995, the value of such 30,000 restricted shares (based upon the closing
market price of the Common Stock on that date of $20.25) was $607,500.
Pursuant to the terms of the 1987 Stock Bonus Agreement, 34,500 shares of
Common Stock were awarded to Mr. Patterson subject to release of 3,450
shares on each April 1 if the Company achieved certain performance goals for
the preceding year. Prior to their distribution, Mr. Patterson is entitled
to receive all cash dividends paid on the shares in escrow under such Stock
Bonus Agreement. At December 29, 1995, 6,900 shares remained restricted
subject to achievement of performance goals. At December 29, 1995, the value
of the restricted shares under the 1987 Stock Bonus Agreement (based upon
the closing market price of the Common Stock on that date of $20.25) was
$139,725.
(5) Represents the value of 3,450 shares of Common Stock released to Mr.
Patterson on April 1 of each year under the terms of the 1987 Stock Bonus
Agreement, based upon the closing market price of the Common Stock on that
date.
(6) Mr. Weeks commenced work for the Company and its subsidiary, Volunteer Bank,
on January 17, 1995.
(7) Of the 1995 amount, $19,260 represents accrued supplemental retirement
benefits, and the balance represents the personal use of a company
automobile. Of the 1994 amount, $16,910 represents accrued supplemental
retirement benefits, and the balance represents the cost of an annual
physical examination and the personal use of a company automobile.
7
<PAGE> 11
STOCK OPTION GRANTS
The following table sets forth certain information regarding grants of
stock options and SARs made to the Named Executive Officers during 1995. All
share amounts and share prices have been adjusted to give effect to the 1995
Stock Split.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------ VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
SECURITIES TOTAL STOCK PRICE
UNDERLYING OPTIONS/SARS EXERCISE APPRECIATION FOR
OPTIONS/ GRANTED TO OF OPTION TERM(3)
SARS GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME (#)(1) FISCAL YEAR ($/SH)(2) DATE 5%($) 10%($)
- -------------------------- ------------- ------------ ---------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Aubrey Burns Patterson.... 20,000/10,000 11.29% $ 22.125 11/30/05 $418,163 $1,055,363
Michael W. Weeks.......... 30,000/15,000 22.59% $ 17.125 01/16/05 $485,494 $1,225,294
Michael W. Weeks.......... 10,000/5,000 22.59% $ 22.125 11/30/05 $209,081 $ 527,681
Charles J. McKee.......... 10,000/5,000 5.65% $ 22.125 11/30/05 $209,081 $ 527,681
Michael L. Sappington..... 8,000/4,000 4.52% $ 22.125 11/30/05 $167,265 $ 422,145
James Ronald Hodges....... 6,000/3,000 3.39% $ 22.125 11/30/05 $125,449 $ 316,609
</TABLE>
- ---------------
(1) Options become exercisable in three equal annual installments (five
installments in the case of Mr. Weeks' options expiring in January, 2005)
beginning on the first anniversary of the date of grant. SARs are only
exercisable simultaneously with the options. In the event of termination of
employment or death, the options terminate three months after the
termination of employment or 12 months after death and in any event, upon
their expiration date. Any unexercisable options become fully exercisable
in the event that another corporation, person, or entity purchases shares
through a tender offer or exchange offer, the shareholders approve a
definitive merger or sale of business agreement, or any person or group
becomes the holder of at least 50% of the Company's outstanding shares.
(2) Represents the fair market value on date of grant. The exercise price for
options is payable in cash or by delivery of shares of or options to
purchase Common Stock with a fair market value equal to the exercise price
for the shares purchased.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options and SARs if exercised at the end of the option term and
based upon assumed rates of appreciation in the market price of the Common
Stock of 5% and 10% compounded annually from the date of grant to the
expiration date. Actual gains, if any, upon the exercise of stock options
and SARs will depend on the future performance of the Common Stock and the
date on which the options and SARs are exercised.
OPTION/SAR EXERCISES AND YEAR-END VALUES
The following table provides certain information, with respect to the Named
Executive Officers, concerning the exercise of options during 1995 and with
respect to unexercised options and SARs at
8
<PAGE> 12
December 29, 1995. All share amounts and share prices have been adjusted to give
effect to the 1993 Stock Dividend and the 1995 Stock Split.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS AT FISCAL OPTIONS/SARS AT
ACQUIRED YEAR-END(#)(1) FISCAL YEAR-END($)(2)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Aubrey Burns Patterson...... -- -- 87,399 53,001 $ 483,606 $ 64,506
Michael W. Weeks............ -- -- -- 60,000 -- $ 140,625
Charles J. McKee............ -- -- 43,699 26,501 $ 241,801 $ 32,255
Michael L. Sappington....... -- -- 32,775 18,900 $ 203,196 $ 19,351
James Ronald Hodges......... -- -- 32,775 15,900 $ 203,196 $ 19,351
</TABLE>
- ---------------
(1) Options represent 2/3 of the figure and SARs represent 1/3. There are no
freestanding SARs.
(2) Based upon the closing sale price of the Company's Common Stock of $20.25
per share, as reported on the NASDAQ National Stock Market on December 29,
1995, less the exercise price for the options/SARs.
PENSION PLANS
The Company maintains a tax-qualified, non-contributory, defined benefit
retirement plan for its employees and those of its subsidiaries who have reached
the age of 21 and have completed one year of service (the "Retirement Plan").
Benefits under the Retirement Plan are based primarily on average final
compensation, years of service and year of retirement.
The Company also has adopted a non-qualified, unfunded supplemental pension
program for certain officers and key executives (the "Deferred Compensation
Plan"), which provides retirement benefits for key salaried employees in excess
of the maximum benefit accruals for qualified plans which are permitted under
the Internal Revenue Code of 1986, as amended (the "Code"). The benefits under
the Deferred Compensation Plan are provided by the Company on a non-contributory
basis. The Company has not funded or provided a means to fund these supplemental
retirement benefits other than accruing a liability in the amount of the
actuarially determined present value of the retirement benefits.
The following table illustrates the total combined estimated annual pension
benefits payable to an eligible participant at normal retirement age (age 65)
under the Retirement Plan and the Deferred Compensation Plan (including a
restoration plan amendment which became effective on January 1, 1994), based on
compensation that is covered under the plans and years of service with the
Company and its subsidiaries.
RETIREMENT PLAN AND DEFERRED COMPENSATION PLAN
<TABLE>
<CAPTION>
AVERAGE YEARS OF SERVICE AT RETIREMENT
ANNUAL ----------------------------------------------------
REMUNERATION 15 20 25 30 35
------------------------------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000............................ $ 40,598 $ 47,880 $ 55,163 $ 62,446 $ 69,728
150,000............................ 49,223 58,130 67,038 75,946 84,853
175,000............................ 57,848 68,380 78,913 89,446 99,978
200,000............................ 66,473 78,630 90,788 102,946 115,103
225,000............................ 75,098 88,880 102,663 116,446 130,228
250,000............................ 83,723 99,130 114,538 129,946 145,353
300,000............................ 100,973 119,630 138,288 156,946 175,603
350,000............................ 118,223 140,130 162,038 183,946 205,853
400,000............................ 135,473 160,630 185,788 210,946 236,103
450,000............................ 152,723 181,130 209,538 237,946 266,353
500,000............................ 169,973 201,630 233,288 264,946 296,603
</TABLE>
9
<PAGE> 13
A participant's annual retirement benefits payable under the Retirement
Plan are based upon the average monthly base rate of compensation for the five
years immediately preceding the employee's retirement. Benefits payable under
the Deferred Compensation Plan are based upon the average of the total annual
base salary paid to the covered employee for the 36 months immediately before
his retirement and are paid to the retired employee (or upon his death, to his
designated beneficiary) in equal monthly installments over a period of ten
years. Benefits under the Retirement Plan are computed as straight life annuity
amounts, although other forms of payment, including a lump sum benefit, are
offered under the plan. Benefits under each of the Retirement Plan and the
Deferred Compensation Plan are not subject to any deduction for Social Security
or any other offsets.
The current compensation for each of the Named Executive Officers covered
by the plans as of December 31, 1995 is: Mr. Patterson, $330,000; Mr. Weeks,
$175,000; Mr. McKee, $155,280; Mr. Sappington, $135,975; and Mr. Hodges,
$124,976. The estimated credited years of service for each Named Executive
Officer is: Mr. Patterson, 23 years; Mr. Weeks, one year; Mr. McKee, 27 years;
Mr. Sappington, 18 years; and Mr. Hodges, 22 years.
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company has no employment agreements with any of the Named Executive
Officers and there are no compensatory plans or arrangements which might result
in payments to any of the Named Executive Officers upon their resignation,
retirement, or from a change-in-control of the Company, except as described
below.
Under the 1987 Stock Bonus Agreement between Mr. Patterson and the Company
and the Stock Bonus Agreement between Mr. Weeks and the Company, which have been
previously described, if there is a change-in-control of the Company, Mr.
Patterson and Mr. Weeks can each terminate his agreement and receive all shares
of Common Stock still remaining in escrow for his benefit. In addition, all
unexercisable options become exercisable immediately upon a change in control.
If a change-in-control event were to occur, based upon the number of shares of
Common Stock still in escrow, the number of unexercisable options, and the
current market value of the Common Stock, the value of such a termination to
each of Mr. Patterson and Mr. Weeks would be in excess of $100,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1995, the committee of the Board of Directors which performed the
functions of a compensation committee was the Human Resources and Marketing
Committee (the "Compensation Committee"). The members of this committee during
1995 were two non-employee directors, Lowery A. Woodall (Chairman) and W. G.
Holliman, and one employee director, J. Louis Griffin, Jr. Since March 31, 1995,
Mr. Griffin has been the President and Chief Executive Officer of the Company's
subsidiary, Laurel Federal Savings and Loan Association. In addition, a stock
incentive plan committee ("Stock Incentive Plan Committee"), which in 1995
consisted of Travis E. Staub (Chairman), W. G. Holliman, Jr. and Lowery A.
Woodall, has approved grants under the Company's Stock Incentive Plans. None of
the other members of the Compensation Committee or Stock Incentive Plan
Committee has at any time been an officer or employee of the Company or any of
its subsidiaries, nor has any member had any relationship requiring disclosure
by the Company except for banking relationships in the ordinary course of
business with the Company's subsidiaries. See "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS." There are no relationships among the Company's executive officers
and any entity affiliated with any of the members of the Compensation Committee
or Stock Incentive Plan Committee that require disclosure under applicable SEC
rules.
10
<PAGE> 14
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report is submitted by the Compensation Committee pursuant to rules
adopted by the SEC which require disclosure with respect to compensation
policies applicable to the Company's executive officers (including the Named
Executive Officers) and with respect to the basis for the compensation of Aubrey
Burns Patterson, as the Company's Chief Executive Officer, for 1995. The
Compensation Committee generally is responsible for establishing and
administering the Company's executive compensation policies and programs within
the framework of the Company's compensation philosophy. Most decisions by the
Compensation Committee with respect to the compensation of the Company's
executive officers are reviewed by the full Board of Directors (excluding those
who are employees.) A number of factors, including growth, asset quality,
competitive position, and profitability were compared by the Compensation
Committee with those of a peer group of other comparably sized banks within
Mississippi and certain adjoining states in determining executive compensation
for 1995. Such peer group consists of the Company's direct competitors. The
performance graph set forth below uses a broader industry index of all bank and
bank holding company stocks nationwide whose shares are traded on the National
Association of Securities Dealers, Inc. Automated Quotation System.
COMPENSATION POLICY
The Company's compensation strategy seeks to have the management
compensation program contribute to the achievement of the Company's objectives.
It is intended that this will occur by providing (1) total compensation at a
level designed to attract and retain qualified managers, (2) incentive
compensation opportunities that will motivate managers to achieve both the
Company's short-term and long-term objectives, (3) compensation that
differentiates pay on the basis of performance, and (4) protection of
shareholder interests by requiring successful Company results before
above-average compensation is earned. The three primary components of executive
compensation are base salary, annual bonuses, and grants of stock options and
SARs.
Base Salary. The Company believes that base salary ranges should reflect
the competitive employment market and the relative internal responsibilities of
the executive's position, with an executive's position within a salary range
being based upon his or her performance. In connection with the annual budget
process, the Compensation Committee considers salaries for executive officers
within the context of an external survey of executive compensation with the peer
group of comparably sized banks in Mississippi and certain adjoining states.
Individual increases in salary are based upon an assessment of the peer group
average salary and its relationship to the executive officer's salary, the
executive's performance, and the salary budget for the Company. The Company's
base salaries are generally within the range of comparable average salaries in
the peer group.
Annual Incentive Compensation. The Company believes that incentive
programs should provide meaningful opportunities for additional compensation
linked to attaining annual performance objectives. The Committee assigns to each
executive's position a target bonus award opportunity that ranges from 15% of
base salary for department/division managers to 30% of base salary for the
Chairman of the Board. The actual award may be greater or less than a target
award depending upon the Company's actual performance relative to goals.
In 1984, the Company, in conjunction with independent compensation
consultants, created a bonus incentive plan, which is based upon the Company
achieving targeted levels of average deposits and return on average assets
approved by the Compensation Committee at the beginning of each year. The bonus
plan includes a statistical matrix in which various average deposit levels are
compared to various returns on average assets. Employees eligible to receive
bonuses will receive bonuses based on the results achieved. No employee may
receive a bonus greater than 150% of that employee's target award. In 1995, the
Company achieved 101.2% of its targeted average deposits and 115.0% of its
targeted return on average assets which entitled each eligible employee to
135.0% of the employee's target bonus.
Long-Term Incentive Compensation. The Board of Directors believes that the
availability of options and SARs under the Company's Incentive Option Plans
gives executives a long-term stake in the Company by providing an
estate-building opportunity in return for outstanding long-term performance.
Awards under the
11
<PAGE> 15
Incentive Option Plans are not made by the Compensation Committee but by the
separate Stock Incentive Plan Committee consisting of three non-employee
directors. Awards are made under these plans to executive officers who are
responsible for long-term investment, operating or policy decisions and to those
executives who are instrumental in implementing them. In determining the total
number of options to be granted, the Company considers the available number of
shares under its option plans, but has no fixed formula for determining the
total number of options to be granted, nor does it consider the number of
options granted by its peer group of banks. In selecting the recipients of
options and the number of options granted, the Stock Incentive Plan Committee
considers (i) the present scope of responsibility of the executive; (ii) the
degree to which the units influenced by that executive contribute to the
Company's profits; (iii) the degree to which asset quality and other risk
decisions are influenced by that executive's direction; and (iv) the long-term
management potential of the executive. The committee does not weigh any one
factor more heavily that any other factor. The number of options presently held
is also considered by the committee. Generally, options awarded under these
plans become exercisable in three equal installments (five installments in the
case of one executive), beginning one year after the date of grant. Since the
exercise price of options and SARs under the Incentive Option Plans is the fair
market value on the date of grant, executives will only realize a gain through
the award of stock options if the value of the Common Stock increases over the
period that options become exercisable.
Section 162(m) of the Internal Revenue Code generally limits the corporate
tax deduction for compensation paid to executive officers named in the Summary
Compensation Table in the Proxy Statement to $1 million, unless certain
requirements are met. This limitation became effective in 1994. However, if, in
accordance with regulations issued by the Internal Revenue Service, a portion of
the compensation is based upon the attainment of performance goals set by the
Board of Directors pursuant to plans approved by shareholders, then the
corresponding deduction will not be limited by the legislation. The Compensation
Committee carefully considered the impact of this new tax code provision upon
its enactment and determined that it was not necessary to modify any incentive
plans since compensation paid to executive officers under current plans was
expected to be less than the $1 million limit and, therefore, deductible. In the
future, it is the Committee's intent to modify compensation plans for the
executive officers subject to the deduction limit so the corporate tax deduction
is maximized without limiting the Committee's flexibility to attract and retain
qualified executives to manage the Company.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER IN 1995
In establishing the compensation for Mr. Patterson, the Company's Chairman
of the Board and Chief Executive Officer, the basic approach was that of the
compensation policies applicable to all executive officers. Generally, in
considering Mr. Patterson's salary, the Compensation Committee has reviewed the
published compensation of chief executive officers of other bank holding
companies in Mississippi, Tennessee and certain other adjoining states, giving
due regard to differences in asset size, asset quality, growth, competitive
position, and profitability. Mr. Patterson's salary for 1995 was established at
the beginning of the year and represented a 10.0% increase over his salary for
1994. Mr. Patterson's 1994 salary was determined to be below the average of the
banks in the peer group considered in determining all executive compensation. As
Chief Executive Officer, Mr. Patterson is eligible to earn a bonus of 30% of his
base salary. Based on the Company's performance described above, Mr. Patterson's
bonus of $133,650 represented 135% of his target award, the same percentage as
all other executive officers entitled to bonuses.
12
<PAGE> 16
The long-term component of Mr. Patterson's compensation for 1995 was
provided through the grant in December 1995 of options to purchase 20,000 shares
of Common Stock and SARs for 10,000 shares. The determination was made using the
same criteria used for all other executive officers.
Human Resources and Marketing Committee:
Lowery A. Woodall (Chairman)
J. Louis Griffin, Jr.
W. G. Holliman, Jr.
Stock Incentive Plan Committee:
Travis E. Staub (Chairman)
W. G. Holliman, Jr.
Lowery A. Woodall
13
<PAGE> 17
COMPARATIVE PERFORMANCE GRAPH
The SEC requires the Company to include in this Proxy Statement a line
graph which compares the yearly percentage change in cumulative total
shareholder return on the Company's Common Stock with (a) the performance of a
broad equity market indicator, and (b) the performance of a published industry
index or peer group. The following graph compares the yearly percentage change
in the return on the Company's Common Stock for the last five years with the
cumulative total return on the CRSP Index for NASDAQ Stock Markets (U.S.
Companies) and the CRSP Index for NASDAQ Bank Stocks. The graph assumes the
investment on December 31, 1990, of $100 and that all dividends were reinvested
at the time they were paid.
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
[GRAPH]
LEGEND
<TABLE>
<CAPTION>
Nasdaq Bank Stocks
SIC 6020-6029,
Nasdaq Stock Market 6710-6719
BancorpSouth, Inc. (US Companies) US & Foreign
------------------ ------------------- ------------------
<S> <C> <C> <C>
12/31/90 100.0 100.0 100.0
12/31/91 139.0 160.5 164.1
12/31/92 182.7 186.9 238.9
12/31/93 210.2 214.5 272.4
12/31/94 220.9 209.7 271.4
12/31/95 275.5 296.5 404.3
</TABLE>
Notes:
A. The lines represent monthly index levels derived from compounded
daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/31/90.
14
<PAGE> 18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's banking subsidiaries have had, and expect to have in the
future, banking transactions in the ordinary course of business with officers
and directors of the Company and their associates, on the same terms, including
interest rates and collateral on loans, as those prevailing at the time for
comparable transactions with others and which do not involve more than the
normal risk of collectibility or present other unfavorable features. During the
year ended December 31, 1995, the maximum aggregate amount of extensions of
credit outstanding to directors and executive officers of the Company and their
associates was $10,680,005 (4.68% of equity capital on December 31, 1995). As of
January 31, 1996, the aggregate amount of extensions of credit to these persons
was $5,314,123.
The Company's bank subsidiaries make available to all of their employees
individual loans of up to $20,000, based upon credit worthiness. Loans were made
during 1995 at rates ranging between 7.5% and 7.75% per annum. All loans to
employees in excess of $20,000 are made at the prevailing rate.
The law firm of Riley, Ford, Caldwell & Cork, P.A., of which Frank A.
Riley, a director of the Company, is the President, received from the Company
during 1995 fees for legal services which totaled $258,284.
GENERAL INFORMATION
COUNTING OF VOTES
All matters specified in this Proxy Statement that are to be voted on at
the Annual Meeting will be by written ballot. Inspectors of election will be
appointed, among other things, to determine the number of shares outstanding,
the shares represented at the Annual Meeting, the existence of a quorum and the
authenticity, validity and effect of proxies, to receive votes of ballots, to
hear and determine all challenges and questions in any way arising in connection
with the right to vote, to count and tabulate all votes and to determine the
result. Each item presented herein to be voted on at the Annual Meeting must be
approved by the affirmative vote of the holders of the number of shares
described under each such item. The inspectors of election will treat shares
represented by proxies that reflect abstentions as shares that are present and
entitled to vote for purposes of determining the presence of a quorum.
Abstentions, however, do not constitute a vote "for" or "against" any matter and
thus will be disregarded in the calculation of a plurality or of "votes cast."
Inspectors of election will treat shares referred to as "broker non-votes"
(i.e. shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or persons entitled to vote that the broker
or nominee does not have discretionary power to vote on a particular matter) as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum. However, for purposes of determining the outcome of any
matter as to which the broker has physically indicated on the proxy that it does
not have discretionary authority to vote, those shares will be treated as not
present and not entitled to vote with respect to that matter (even though those
shares are considered entitled to vote for quorum purposes and may be entitled
to vote on other matters).
MISCELLANEOUS
The Company will bear the cost of printing, mailing and other expenses in
connection with this solicitation of proxies and will also reimburse brokers and
other persons holding shares in their names or in the names of nominees for
their expenses in forwarding this proxy material to the beneficial owners of
such shares. Certain of the directors, officers and employees of the Company
may, without any additional compensation, solicit proxies in person or by
telephone.
Management of the Company is not aware of any matters other than those
described above which may be presented for action at the meeting. If any other
matters properly come before the meeting, it is intended that the proxies will
be voted with respect thereto in accordance with the judgement of the person or
persons voting such proxies subject to the direction of the Board of Directors.
15
<PAGE> 19
Shareholder proposals intended to be presented at the 1997 annual meeting
of shareholders must be received by the Company at its executive offices at One
Mississippi Plaza, Tupelo, Mississippi 38801 not later than December 1, 1996, in
order to be included in the proxy statement and proxy for that meeting.
A copy of the Company's Annual Report has been mailed to all shareholders
entitled to notice of and to vote at this meeting.
BANCORPSOUTH, INC.
/s/ Aubrey B. Patterson
AUBREY BURNS PATTERSON
Chairman of the Board
and Chief Executive Officer
March 22, 1996
16
<PAGE> 20
Appendix A
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BANCORPSOUTH, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints FRANK A. RILEY and LOWERY A. WOODALL, or
either of them, as proxies, with full power of substitution and resubstitution,
to vote all of the shares of Common Stock which the undersigned is entitled to
vote at the annual meeting of shareholders of BancorpSouth, Inc., to be held at
the Ramada Inn Convention Center, 854 North Gloster Street, Tupelo, Mississippi,
on Tuesday, April 23, 1996, at 7:00 p.m., and at any adjournment thereof.
In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournment thereof.
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS
SPECIFIED. IF NOT OTHERWISE SPECIFIED, THE ABOVE NAMED PROXIES WILL VOTE (A) FOR
THE ELECTION AS CLASS II DIRECTORS OF THE NOMINEES NAMED ON THE BACK OF THIS
CARD, (B) FOR THE ELECTION AS A CLASS I DIRECTOR OF THE NOMINEE NAMED ON THE
BACK OF THIS CARD, (C) FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG PEAT
MARWICK LLP AS THE COMPANY'S AUDITORS, AND (D) IN ACCORDANCE WITH THE
RECOMMENDATION OF THE BOARD OF DIRECTORS ON ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING.
1. Election of Class II Directors.
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to vote for
(except marked to the contrary) all nominees listed
Nominees: A. Douglas Jumper, T. O. Lashlee, W. G. Holliman, Jr.,
and Alan W. Perry
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
HIS OR THEIR NAME(S) ON THE SPACE PROVIDED BELOW:
- --------------------------------------------------------------------------------
(Continued, and to be marked, dated and signed, on the other side)
2. Election of One Class I Director.
[ ] FOR nominee listed [ ] WITHHOLD AUTHORITY to vote for nominee
Nominee: Fletcher H. Goode, M.D.
3. Proposal to ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
The undersigned instructs that
this Proxy be voted as marked.
Dated , 1996
-------------------
-------------------------------
Signature of Shareholder
-------------------------------
Signature if held jointly
Please sign your name as it
appears on this Proxy. In case
of multiple or joint ownership,
all should sign. When signing
as attorney, executor,
administrator, trustee or
guardian, give full title as
such.
