<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
BANCORPSOUTH, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
MISSISSIPPI 64-0659571 6798
(State or other jurisdiction of (I.R.S. Employer (Primary Standard Industrial Incorporation
organization) Identification Number) or Classification Code Number)
</TABLE>
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38801
(601) 680-2000
(Address, Including Zip Code, and Telephone Number, including
Area Code, of Registrant's Principal Executive Offices)
--------------------
AUBREY B. PATTERSON
BANCORPSOUTH, INC.
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38801
(601) 680-2000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
--------------------
Copies of communications to:
THEODORE W. LENZ, ESQ.
WALLER LANSDEN DORTCH & DAVIS
A PROFESSIONAL LIMITED LIABILITY COMPANY
511 UNION STREET
2100 NASHVILLE CITY CENTER
NASHVILLE, TENNESSEE 37219-1760
(615) 244-6380
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement and
appropriate stockholder action.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Securities to be Registered Registered Price Per Share(1) Aggregate Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares of Common Stock,
$2.50 par value 7,500,000 Shares $29.125 $218,437,500 $66,194
===================================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purposes of calculating the registration fee, based upon the
closing sales price of the Common Stock on the New York Stock Exchange on
May 27, 1997.
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
7,500,000 SHARES
BANCORPSOUTH
COMMON STOCK
-----------------------
BancorpSouth, Inc. (the "Company"), a Mississippi corporation, a bank
holding company registered under the Bank Holding Company Act of 1956, as
amended, may from time to time offer shares of common stock, par value $2.50 per
share (the "BancorpSouth Common Stock"), in an aggregate amount of up to
7,500,000 shares, on terms to be determined at the time of such offering. The
BancorpSouth Common Stock may be offered from time to time in such amounts, at
such prices and on such terms to be set forth in one or more supplements to this
Prospectus (each a "Supplement").
The BancorpSouth Common Stock is to be offered directly by the Company
in connection with the acquisition of, or business combination with, certain
banking or savings institutions. The specific terms under which the BancorpSouth
Common Stock is being offered in connection with the delivery of this Prospectus
will be set forth in the applicable Supplement and will include the specific
number of shares of BancorpSouth Common Stock and the issuance price per share.
BancorpSouth Common Stock may not be sold through this Prospectus without
delivery of the applicable Supplement.
The BancorpSouth Common Stock is listed on The New York Stock Exchange
under the symbol "BXS."
Shares of BancorpSouth Common Stock are not savings or deposit accounts
and are not insured by the Federal Deposit Insurance Company or any other
governmental agency.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-----------------------
The date of this Prospectus is _____________, 1997
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION.........................................................3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.............................4
THE COMPANY...................................................................5
LEGAL MATTERS.................................................................6
EXPERTS.......................................................................6
</TABLE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made hereby, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any securities other than the shares of BancorpSouth Common
Stock offered hereby or an offer to sell or a solicitation of an offer to buy
such shares to any person, or the solicitation of a proxy from any person, in
any jurisdiction in which such offer, solicitation of an offer or proxy
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that the information herein is correct as of any time subsequent to its
date.
2
<PAGE> 4
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-4, including
amendments thereto, if any, with respect to the BancorpSouth Common Stock (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission"). This Prospectus and any accompanying Supplement do not contain
all of the information set forth in the Registration Statement and the exhibits
and schedules thereto. Statements contained in this Prospectus as to the
contents of any contract or other document referred to are not necessarily
complete and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement or as
previously filed with the Commission and incorporated herein by reference. For
further information with respect to the Company and the BancorpSouth Common
Stock reference is made to such Registration Statement, exhibits and schedules.
The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Commission. The
Registration Statement, as well as such reports, proxy statements and other
information, may be inspected and copied at prescribed rates at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and Seven World Trade Center, Suite 1300, New York, New York 10048. In addition,
the Commission maintains a web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission at http://www.sec.gov. The BancorpSouth Common Stock is
listed on the New York Stock Exchange, Inc. (the "Exchange"), and such reports,
proxy statements and other information may be inspected at the offices of the
Exchange, 20 Broad Street, New York, New York, 10005.
3
<PAGE> 5
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents or portions of documents filed by the Company with
Commission are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(2) The Company's quarterly report on Form 10-Q for the three months ended
March 31, 1997;
(3) The description of the BancorpSouth Common Stock contained in the
Company's Registration Statement on Form 8-A, dated May 14, 1997; and
(4) The description of the BancorpSouth Common Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A, dated
May 14, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus shall be
deemed to be incorporated by reference into this Prospectus. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersede such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. A COPY OF THESE DOCUMENTS IS AVAILABLE UPON
WRITTEN OR ORAL REQUEST, AT NO CHARGE, FROM CATHY S. FREEMAN, VICE PRESIDENT AND
CORPORATE SECRETARY, BANCORPSOUTH, INC., ONE MISSISSIPPI PLAZA, TUPELO,
MISSISSIPPI 38801, (601) 681-2000.
4
<PAGE> 6
THE COMPANY
The Company is a bank holding company with commercial banking operations in
Mississippi and Tennessee principally through its wholly-owned subsidiary, Bank
of Mississippi ("BOM"). The Company's principal office is located at One
Mississippi Plaza, Tupelo, Mississippi, 38801 and its telephone number is (601)
680-2000.
Through its subsidiaries, the Company conducts a general commercial banking
and trust business through offices in communities throughout Mississippi and
West Tennessee. The Company has grown through the acquisition of other banks,
the purchase of assets from federal regulators and through the opening of new
branches and offices. In addition, the Company's subsidiaries operate consumer
finance and credit life insurance subsidiaries.
The Company, through its subsidiaries, provides a range of financial
services to individuals and small-to-medium size businesses. Various types of
checking accounts, both interest bearing and non-interest bearing, are
available. Savings accounts and certificates of deposit with a range of
maturities and interest rates are available to meet the needs of customers.
Other services include safe deposit and night depository facilities. Limited
24-hour banking with automated teller machines is provided in most of its
principal markets. BOM is an issuing bank for MasterCard and overdraft
protection is available to approved MasterCard holders maintaining checking
accounts with the company's subsidiary banks.
The Company offers a variety of services through the trust departments of
its subsidiary banks, including personal trust and estate services, certain
employee benefit accounts and plans, including individual retirement accounts,
and limited corporate trust functions.
5
<PAGE> 7
LEGAL MATTERS
The validity of the shares of BancorpSouth Common Stock to be offered
hereunder will be passed upon by Waller Lansden Dortch & Davis, A Professional
Limited Liability Company, Nashville, Tennessee, special counsel to the Company.
Certain matters concerning this offering will be passed upon on behalf of the
Company by Riley, Ford, Caldwell & Cork, P.A., Tupelo, Mississippi. Frank A.
Riley, a shareholder of such firm, is a director of the Company.
EXPERTS
The Consolidated Financial Statements of the Company, as of December 31,
1996, and for each of the years in the three-year period ended December 31,
1996, have been incorporated by reference in this Prospectus and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of such firm as experts in accounting and auditing.
6
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Articles VIII and IX of the Registrant's Restated Articles of
Incorporation, as amended, provide as follows:
ARTICLE VIII
ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS
A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for money damages for any action taken, or any
failure to take action, as a director, except for liability for:
(i) the amount of a financial benefit received by a director to which he is
not entitled;
(ii) an intentional infliction of harm on the Corporation or the
shareholders;
(iii) a violation of Section 79-4-8.33 of the Mississippi Business
Corporation Act (the "Act"); or
(iv) an intentional violation of criminal law.
If the Act is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Act, as so amended. Any repeal or modification of the
provisions of this Article 8 by the shareholders shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.
ARTICLE IX
INDEMNIFICATION
(a) The Corporation shall indemnify, and upon request shall advance
expenses prior to final disposition of a proceeding to, any person (or the
estate or personal representative of any person) who was or is a party to, or is
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether or not by or in the right of the Corporation, and
whether civil, criminal, administrative, investigative or otherwise, by reason
of the fact that such person is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against any liability incurred in the action, suit or proceeding: (i) to the
full extent permitted by Section 79-4-8.51 of the Act, and (ii) despite the fact
that such person has not met the standard of conduct set forth in Section
79-4-8.51(a) of the Act or would be disqualified for indemnification under
Section 79-4-8.51(d) of the Act, if a determination is made by a person or
persons enumerated in Section 79-4-8.55(b) of the Act that (A) the director,
officer, employee or agent is fairly and reasonably entitled to indemnification
in view of all of the relevant circumstances, and (B) the acts or omissions of
the officer, employee or agent did not constitute gross negligence or willful
misconduct. A request for reimbursement or advancement of expenses prior to
final disposition of the proceeding need not be accompanied by the affirmation
required by Section 79-4-8.53(1) of the Act, but the remaining provisions of
Section 79-4-8.53 of the Act shall be applicable to any such request. The
Corporation may, to the full extent permitted by law, purchase and maintain
insurance on behalf of any such person against any liability which may be
asserted against him or her.
II-1
<PAGE> 9
(b) The rights to indemnification and advancement of expenses set forth in
Subsection (a) of this Article 9 are intended to be greater than those which are
otherwise provided for in the Act, are contractual between the Corporation and
the person being indemnified, and the heirs, executors and administrators of
such person, and in this respect are mandatory, notwithstanding a person's
failure to meet the standard of conduct required for permissive indemnification
under the Act, as amended from time to time. The rights to indemnification and
advancement of expenses set forth in Subsection (a) of this Article 9 shall not
be deemed exclusive of any other rights to which those seeking indemnification
or advancements of expenses may be entitled or granted by law, these Articles of
incorporation, the Bylaws, a resolution of the Board of Directors, vote of the
shareholders of the Corporation, or an agreement with the Corporation, which
means of indemnification and advancement of expenses are hereby specifically
authorized. Any repeal or modification of the provisions of this Article 9 shall
not affect any obligations of the Corporation or any rights regarding
indemnification and advancement of expenses of a director, officer, employee or
agent with respect to any threatened, pending or completed action, suit or
proceeding for which indemnification or the advancement of expenses is
requested, in which the alleged cause of action accrued at any time prior to
such repeal or modification. If an amendment to the Act hereafter limits or
restricts in any way the indemnification rights permitted by law as of the date
hereof, such amendment shall apply only to the extent mandated by law and only
to activities of persons subject to indemnification under this Article 9 which
occur subsequent to the effective date of such amendment.
(c) If this Article 9 or any portion thereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director, officer, employee or agent of the
Corporation as to any liability incurred or other amounts paid with respect to
any proceeding, including, without limitation, a grand jury proceeding and any
proceeding by or in the right of the Corporation, to the fullest extent
permitted by any applicable portion of this Article 9 that shall not have been
invalidated, by the Act, or by any other applicable law. Unless the context
otherwise requires, terms used in this Article 9 shall have the meanings given
in Section 79-4-8.50 of the Act.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
3.1 -- Restated Articles of Incorporation of the Registrant(1)
3.2 -- Amendment to Articles of Incorporation of Registrant, as filed on May 4, 1994(1)
3.3 -- Bylaws of the Registrant, as amended(2)
4.1 -- Specimen BancorpSouth Common Stock Certificate(3)
5.1 -- Opinion of Waller Lansden Dortch & Davis, A Professional Limited Liability Company
10.1 -- Stock Bonus Agreement, dated as of November 6, 1987, between Bancorp of Mississippi, Inc. and Aubrey
B. Patterson, Jr.(4)
10.2 -- Escrow Agreement, dated as of November 6, 1987, between Bank of Mississippi and Aubrey B.
Patterson, Jr.(4)
10.3 -- Form of Deferred Compensation Agreement between the Registrant and certain key executives(5)
10.4 -- 1994 Stock Incentive Plan(3)
10.5 -- 1995 Non-Qualified Stock Option Plan for Non-Employee Directors(3)
10.6 -- Stock Bonus Agreement, dated as of January 17, 1995, between the Registrant and Michael W. Weeks(6)
10.7 -- Escrow Agreement, dated as of January 17, 1995, between Bank of Mississippi and Michael W. Weeks(6)
11.1 -- Statement re computation of earnings per share(7)
21.1 -- List of subsidiaries of the Registrant(7)
23.1 -- Consent of KPMG Peat Marwick LLP
23.2 -- Consent of Waller Lansden Dortch & Davis, A Professional Limited Liability Company (included in
opinion filed as Exhibit 5.1)
24.1 -- Power of Attorney (included on page II-5)
</TABLE>
II-2
<PAGE> 10
- -------------------
(1) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-4, filed on January 6, 1995, (registration
No. 33-88274).
(2) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form 8-A, filed on May 14, 1997.
(3) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994.
(4) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1987.
(5) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1988.
(6) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995.
(7) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1996.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(2) For the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
II-3
<PAGE> 11
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The Registrant undertakes that every prospectus: (i) that is filed pursuant
to the paragraph immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant, pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
Company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-4
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tupelo, State of
Mississippi, on May 28, 1997.
BANCORPSOUTH, INC.
By: /S/ Aubrey B. Patterson
----------------------------
Aubrey B. Patterson
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Aubrey B. Patterson and L. Nash Allen, Jr., and
each of them, his true and lawful attorney-in-fact, as agent and with full power
of substitution and resubstitution for him and in his name, place and stead, in
any and all capacity, to sign any or all amendments to this registration
statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents in full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as they might or be
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/S/ Aubrey B. Patterson Chairman of the Board, Chief May 28, 1997
- -------------------------------- Executive Officer, Director
Aubrey B. Patterson (principal executive officer)
/S/ L. Nash Allen, Jr. Treasurer and Chief Financial May 28, 1997
- -------------------------------- Officer (principal financial and
L. Nash Allen, Jr. accounting officer)
/S/ S. H. Davis Director May 28, 1997
- -------------------------------
S. H. Davis
</TABLE>
II-5
<PAGE> 13
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/S/ Hassell H. Franklin Director May 28, 1997
- --------------------------------
Hassell H. Franklin
/S/ Fletcher H. Goode, M.D. Director May 28, 1997
- --------------------------------
Fletcher H. Goode, M.D.
/S/ J. Louis Griffen, Jr. Director May 28, 1997
- --------------------------------
J. Louis Griffen, Jr.
/S/ W. G. Holliman, Jr. Director May 28, 1997
- --------------------------------
W. G. Holliman, Jr.
/S/ A. Douglas Jumper Director May 28, 1997
- --------------------------------
A. Douglas Jumper
/S/ Turner O. Lashlee Director May 28, 1997
- --------------------------------
Turner O. Lashlee
/S/ Alan W. Perry Director May 28, 1997
- --------------------------------
Alan W. Perry
/S/ Frank A. Riley Director May 28, 1997
- --------------------------------
Frank A. Riley
/S/ Travis E. Staub Director May 28, 1997
- --------------------------------
Travis E. Staub
/S/ Andrew R. Townes, D.D.S. Director May 28, 1997
- --------------------------------
Andrew R. Townes, D.D.S.
/S/ Lowery A. Woodall Director May 28, 1997
- --------------------------------
Lowery A. Woodall
</TABLE>
II-6
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
3.1 -- Restated Articles of Incorporation of the Registrant(1)
3.2 -- Amendment to Articles of Incorporation of Registrant, as filed on May 4, 1994(1)
3.3 -- Bylaws of the Registrant, as amended(2)
4.1 -- Specimen BancorpSouth Common Stock Certificate(3)
5.1 -- Opinion of Waller Lansden Dortch & Davis, A Professional Limited Liability Company
10.1 -- Stock Bonus Agreement, dated as of November 6, 1987, between Bancorp of Mississippi, Inc. and Aubrey
B. Patterson, Jr.(4)
10.2 -- Escrow Agreement, dated as of November 6, 1987, between Bank of Mississippi and Aubrey B.
Patterson, Jr.(4)
10.3 -- Form of Deferred Compensation Agreement between the Registrant and certain key executives(5)
10.4 -- 1994 Stock Incentive Plan(3)
10.5 -- 1995 Non-Qualified Stock Option Plan for Non-Employee Directors(3)
10.6 -- Stock Bonus Agreement, dated as of January 17, 1995, between the Registrant and Michael W. Weeks(6)
10.7 -- Escrow Agreement, dated as of January 17, 1995, between Bank of Mississippi and Michael W. Weeks(6)
11.1 -- Statement re computation of earnings per share(7)
21.1 -- List of subsidiaries of the Registrant(7)
23.1 -- Consent of KPMG Peat Marwick LLP
23.2 -- Consent of Waller Lansden Dortch & Davis, A Professional Limited Liability Company (included in
opinion filed as Exhibit 5.1)
24.1 -- Power of Attorney (included on page II-5)
</TABLE>
- -------------------
(1) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-4, filed on January 6, 1995, (registration
No. 33-88274).
(2) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form 8-A, filed on May 14, 1997.
(3) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994.
(4) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1987.
(5) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1988.
(6) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995.
(7) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1996.
<PAGE> 1
EXHIBIT 5.1
[WALLER LANSDEN DORTCH & DAVIS LETTERHEAD]
May 30, 1997
BancorpSouth, Inc.
One Mississippi Plaza
Tupelo, Mississippi 38801
Re: BancorpSouth, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
We are acting as counsel to BancorpSouth, Inc., a Mississippi corporation
(the "Company"), in connection with the registration under the Securities Act of
1933 (the "Act") of an aggregate of 7,500,000 shares of the Company's Common
Stock, $2.50 par value per share (the "Shares"), pursuant to a Registration
Statement on Form S-4 (the "Registration Statement"). We have examined and
relied upon such records, documents and other instruments as in our judgment are
necessary and appropriate in order to express the opinion hereinafter set forth,
and have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and delivered in the manner and on the terms described in the
Registration Statement (after the Registration Statement is declared effective),
will be duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the prospectus included in the Registration
Statement.
Very truly yours,
/s/ Waller Lansden Dortch & Davis
A Professional Limited Liability Company
<PAGE> 1
EXHIBIT 23.1
ACCOUNTANT'S CONSENT
The Board of Directors
BancorpSouth, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-4 of BancorpSouth, Inc. of our report dated January 24, 1997 on the
consolidated balance sheets of BancorpSouth, Inc. and subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1996, which report appears in the Annual Report of
BancorpSouth, Inc. for the year ended December 31, 1996 and to the reference to
our firm under the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
Memphis, Tennessee
May 30, 1997
