<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required, Effective October 7, 1996)
For the fiscal year ended December 31, 1996 or
-----------------
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from __________ to ___________
Commission file number 0-10826
-------
BancorpSouth, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Mississippi 64-0659571
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Mississippi Plaza
Tupelo, Mississippi 38801
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (601) 680-2000
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
------------------- ------------------------
COMMON STOCK, $2.50 PAR VALUE NEW YORK STOCK EXCHANGE
COMMON STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $2.50 PAR VALUE
-----------------------------
COMMON STOCK PURCHASE RIGHTS
----------------------------
(Title of Class)
(Cover page continues on Next Page)
<PAGE> 2
(Continued from Cover Page)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of January 31, 1997, was approximately $532,909,000 based
on the closing sale price as reported on the Nasdaq Stock Market.
On March 14, 1997, the Registrant had outstanding 22,227,705 shares of
Common Stock, par value $2.50 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 1996 are incorporated by reference into Part II
of this Report.
Portions of the definitive Proxy Statement used in connection with
Registrant's Annual Meeting of Shareholders held April 22, 1997 are incorporated
by reference into Part III of this Report.
<PAGE> 3
PART IV
Item 14. - Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Consolidated Financial Statements:
The following have been incorporated herein from the Company's
1996 Annual Report to Shareholders:
-Report of Independent Auditors
-Consolidated balance sheets as of December 31, 1996 and 1995
-Consolidated statements of income for the three years ended
December 31, 1996
-Consolidated statements of shareholders' equity for the three
years ended December 31, 1996
-Consolidated statements of cash flows for the three years
ended December 31, 1996
-Notes to consolidated financial statements for the three
years ended December 31, 1996
The following are filed herewith:
-BancorpSouth, Inc. Salary Deferral-Profit Sharing Employee
Stock Ownership Plan Financial Statements and Schedules,
December 31, 1996 and 1995.
2. Exhibits:
(23) Consent of Independent Accountants
<PAGE> 4
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996 AND 1995
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE> 5
INDEPENDENT AUDITORS' REPORT
The Employee Compensation and Fringe Benefit Committee
BancorpSouth, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of BancorpSouth, Inc. Salary Deferral - Profit Sharing Employee Stock
Ownership Plan as of December 31, 1996 and 1995, and the related statements of
changes in net assets available for plan benefits for each of the years in the
three-year period ended December 31, 1996. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of
BancorpSouth, Inc. Salary Deferral - Profit Sharing Employee Ownership Plan at
December 31, 1996 and 1995, and the changes in net assets available for plan
benefits for each of the years in the three-year period ended December 31, 1996,
in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedules 1 and 2 is presented for purposes of additional analysis and complying
with the Department of Labor Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974 and is not a required
part of the basic financial statements. Such supplementary information has been
subjected to the auditing procedures applied in the audit of the basic 1996
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ KPMG Peat Marwick LLP
May 15, 1997
<PAGE> 6
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
INVESTMENTS (NOTE 3):
Investments in common trust funds:
Bank of Mississippi Income Fund $ 2,282,783 1,931,515
Bank of Mississippi Equity Fund -- 2,601,809
Investment in mutual fund:
Montag and Caldwell Growth Fund 3,811,943 --
Common stock of BancorpSouth, Inc. 58,488,259 39,070,026
U.S. Government and agency obligations 1,317,441 1,245,143
Certificates of deposit 466,561 660,614
Participant loans 151,283 112,768
----------- ----------
66,518,270 45,621,875
Accrued interest and dividends receivable 426,765 322,872
Cash in interest-bearing deposit accounts and
money market accounts 1,271,513 536,587
----------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $68,216,548 46,481,334
=========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 7
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Investment income:
Net appreciation in fair value of
investments (note 3) $15,854,765 6,510,598 632,946
Interest 138,332 120,366 117,600
Dividends 1,511,292 1,166,964 982,127
----------- ---------- ----------
TOTAL INVESTMENT INCOME 17,504,389 7,797,928 1,732,673
----------- ---------- ----------
Contributions:
Employer 1,650,516 1,463,085 1,387,056
Employee - salary deferral 2,539,285 2,172,287 1,969,113
Rollover (note 6) 1,909,565 -- --
----------- ---------- ----------
TOTAL CONTRIBUTIONS 6,099,366 3,635,372 3,356,169
----------- ---------- ----------
23,603,755 11,433,300 5,088,842
Benefits paid to participants 1,868,541 1,860,420 1,485,454
----------- ---------- ----------
NET INCREASE 21,735,214 9,572,880 3,603,388
Net assets available for plan benefits:
Beginning of year 46,481,334 36,908,454 33,305,066
----------- ---------- ----------
End of year $68,216,548 46,481,334 36,908,454
=========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 8
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
(1) DESCRIPTION OF PLAN
The following description of the BancorpSouth, Inc. Salary Deferral -
Profit Sharing Employee Stock Ownership Plan (the Plan) provides only
general information. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
(a) GENERAL
The Plan was adopted by BancorpSouth, Inc. (the Company)
effective January 1, 1984. It is a defined contribution plan
covering substantially all full-time employees who have one
year of service and who have attained age eighteen. The Plan
is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA).
(b) CONTRIBUTIONS
Plan participants contribute to the Plan by electing to defer
one percent or more of their current compensation, in whole
percentages, up to the maximum allowable by law. The Company
matches amounts contributed by the participants to the Plan up
to 5 percent of annual compensation.
(c) INVESTMENT PROGRAMS
The investment programs of the Plan are as follows:
Fund A - Consists of shares of common stock of the
Company and participant loans.
Fund B - A fixed income fund investing in Treasury
notes, certificates of deposit and other
interest-bearing securities.
Fund C - A balanced fund investing in common stock
of corporations not affiliated with the
Company, government bonds and mutual funds.
Fund D - A short-term money market fund.
(Continued)
<PAGE> 9
2
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
Fund E - An equity fund investing in corporations
not affiliated with the Company.
The first 5 percent of compensation contributed by
participants and all Company contributions are invested in
common stock of the Company. Any participant contribution in
excess of 5 percent of compensation may be invested in the
common stock of the Company or in any of the other four types
of investment funds.
(d) ADMINISTRATION
The Plan is administered by a committee appointed by the Board
of Directors of the Company. The committee is responsible for
general administration of the Plan and interpretation and
execution of the Plan's provisions.
(e) PARTICIPANTS' ACCOUNTS
Two separate accounts are maintained for each participant. All
amounts contributed by the participant together with earnings
thereon, and other adjustments are maintained in an "employee
deferral account." Matching amounts contributed by the Company
are maintained in a separate "employer contribution account"
together with similar adjustments.
(f) VESTING
Each participant is 100 percent vested in all amounts in their
employee deferral account. Vesting in the employer
contribution account is as follows: 33-1/3% after two years,
66-2/3% after three years, 100% after four years.
(g) PAYMENT OF BENEFITS
Upon termination of service, death or permanent disability, a
participant may elect to receive either a lump-sum amount
equal to the value of his account, or monthly installments
over a 5 to 15-year period. The monthly benefits cannot be
paid over a period longer than a participant's life expectancy
or for more than 5 years following his death. For
distributions from Fund A, the employee may elect to receive
stock of the Company or a cash amount equal to the fair value
of the stock.
(Continued)
<PAGE> 10
3
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
(2) SUMMARY OF ACCOUNTING POLICIES
INVESTMENTS
If available, quoted market prices are used to value investments. If no
quoted market prices are available, estimates are used. When estimates
are used, many factors, including current yields on similar securities,
market factors affecting the salability of particular assets, and
general economic conditions are considered. Participant loans are
recorded at their outstanding loan balance.
INCOME TAXES
The Plan is exempt from federal income taxes in accordance with the
provisions of the Internal Revenue Code. A favorable determination
letter, dated August 12, 1985, was received from the Internal Revenue
Service. Amounts contributed by the Company are not taxed to the
employee until a distribution from the Plan is received.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of income and
expenses during the period.
(Continued)
<PAGE> 11
4
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
(3) INVESTMENTS
The following table presents the current values of investments.
Investments that represent 5% as of the end of the year of the Plan's
net assets are separately identified.
<TABLE>
<CAPTION>
1996 1995
---------------------------------- -------------------------------------
NUMBER OF NUMBER OF
SHARES OR SHARES OR
PRINCIPAL PRINCIPAL
AMOUNT COST FAIR VALUE AMOUNT COST FAIR VALUE
------ ---- ---------- ------ ---- ----------
<S> <C> <C> <C> <C> <C> <C>
FUND A:
Common stock - BancorpSouth, Inc. 2,107,685 $27,848,906 58,488,259 1,929,384 $23,288,480 39,070,026
Participant loans -- 151,283 151,283 -- 112,768 112,768
----------- ---------- ----------- ----------
28,000,189 58,639,542 23,401,248 39,182,794
----------- ---------- ----------- ----------
FUND B:
U.S. Government Securities - treasury notes 210,000 209,600 214,303 320,000 320,962 330,850
U.S. Government Agencies:
Federal Farm Credit Bank notes 100,000 100,382 102,809 200,000 200,397 206,605
Federal Home Loan Bank notes 250,000 250,007 247,658 250,000 250,007 252,265
Federal National Mortgage Association notes 750,000 750,228 752,671 450,000 451,915 455,423
Time deposits:
Bank of Mississippi certificates of deposit 286,561 286,561 286,561 480,614 480,614 480,614
Other certificates of deposit 180,000 180,000 180,000 180,000 180,000 180,000
----------- ---------- ----------- ----------
1,776,778 1,784,002 1,883,895 1,905,757
----------- ---------- ----------- ----------
FUND C:
Common trust funds:
Bank of Mississippi income fund 122,565 1,680,256 2,282,783 106,233 1,390,279 1,931,515
Bank of Mississippi equity fund -- -- -- 16,603 564,128 1,488,297
Mutual fund - Montag and Caldwell growth fund 111,176 1,733,309 2,016,727 -- -- --
----------- ---------- ----------- ----------
3,413,565 4,299,510 1,954,407 3,419,812
----------- ---------- ----------- ----------
FUND E:
Common trust fund - Bank of Mississippi equity fund -- -- -- 12,422 767,552 1,113,512
Mutual fund - Montag and Caldwell growth fund 98,964 1,544,701 1,795,216 -- -- --
----------- ---------- ----------- ----------
1,544,701 1,795,216 767,552 1,113,512
----------- ---------- ----------- ----------
TOTAL INVESTMENTS $34,735,233 66,518,270 $28,007,102 45,621,875
=========== ========== =========== ==========
</TABLE>
(Continued)
<PAGE> 12
5
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
The Plan's investments, including investments bought, sold, and held
during the year appreciated (depreciated) in fair value during the
years ended December 31, 1996, 1995 and 1994, respectively, as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE:
Common Trust and Mutual Funds $ 1,034,286 1,057,099 (56,725)
Common stock of BancorpSouth, Inc. 14,840,969 5,396,989 744,584
U.S. Government and agency obligations (20,490) 56,510 (54,913)
----------- --------- -------
NET APPRECIATION IN FAIR VALUE $15,854,765 6,510,598 632,946
=========== ========= =======
</TABLE>
The Company had a two-for-one stock split during 1995. Information
relating to share data has been retroactively adjusted to reflect this
stock split.
(4) PARTICIPANT-DIRECTED INVESTMENT PROGRAMS
Net assets available for benefits at December 31, 1996 and 1995 and
changes in net assets available for plan benefits by investment fund
for the years ended December 31, 1996, 1995 and 1994 are as follows:
(Continued)
<PAGE> 13
6
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
1996
-----------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND
-----------------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E TOTAL
------ ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C>
ASSETS, AT CURRENT VALUE:
Investments in common trust funds:
Bank of Mississippi income fund $ -- -- 2,282,783 -- -- 2,282,783
Investment in mututal fund:
Montag and Caldwell growth fund -- -- 2,016,727 -- 1,795,216 3,811,943
Common stock of BancorpSouth, Inc. 58,488,259 -- -- -- -- 58,488,259
U.S. Government and agency
obligations -- 1,317,441 -- -- -- 1,317,441
Certificates of deposit -- 466,561 -- -- -- 466,561
Participant loans 151,283 -- -- -- -- 151,283
----------- ---------- --------- ---------- ---------- ----------
58,639,542 1,784,002 4,299,510 -- 1,795,216 66,518,270
Accrued interest and dividends
receivable 400,460 26,305 -- -- -- 426,765
Cash in interest-bearing deposit
accounts and money market accounts 520,717 275,056 30,268 380,931 64,541 1,271,513
----------- ---------- --------- ---------- ---------- ----------
TOTAL ASSETS AVAILABLE
FOR PLAN BENEFITS $59,560,719 2,085,363 4,329,778 380,931 1,859,757 68,216,548
=========== ========== ========= ========== ========== ==========
<CAPTION>
1996
-----------------------------------------------------------------------------
CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND
-----------------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E TOTAL
------ ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation (depreciation) in
fair value of investments $14,840,969 (20,490) 588,556 -- 445,730 15,854,765
Interest 12,408 125,924 -- -- -- 138,332
Dividends 1,473,567 4,860 3,734 25,664 3,467 1,511,292
----------- ---------- --------- ---------- ---------- ----------
TOTAL INVESTMENT INCOME 16,326,944 110,294 592,290 25,664 449,197 17,504,389
Contributions:
Employer 1,650,516 -- -- -- -- 1,650,516
Employee - salary deferral 2,114,836 60,615 163,214 9,523 191,097 2,539,285
Rollover -- -- -- 1,909,565 -- 1,909,565
----------- ---------- --------- ---------- ---------- ----------
TOTAL CONTRIBUTIONS 3,765,352 60,615 163,214 1,919,088 191,097 6,099,366
Transfers 1,237,724 101,192 232,562 (1,710,413) 138,935 --
Benefits paid to participants 1,393,043 210,498 99,473 112,445 53,082 1,868,541
----------- ---------- --------- ---------- ---------- ----------
NET INCREASE 19,936,977 61,603 888,593 121,892 726,147 21,735,214
Net assets available for plan benefits:
Beginning of year 39,623,742 2,023,760 3,441,185 259,037 1,133,610 46,481,334
----------- ---------- --------- ---------- ---------- ----------
End of year $59,560,719 2,085,363 4,329,778 380,931 1,859,757 68,216,548
=========== ========== ========= ========== ========== ==========
</TABLE>
(Continued)
<PAGE> 14
7
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
1995
---------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND
---------------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E TOTAL
------ ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C>
ASSETS, AT CURRENT VALUE:
Investments in common trust funds:
Bank of Mississippi Income Fund $ -- -- 1,931,515 -- -- 1,931,515
Bank of Mississippi Equity Fund -- -- 1,488,297 -- 1,113,512 2,601,809
Common stock of BancorpSouth, Inc. 39,070,026 -- -- -- -- 39,070,026
U.S. Government and agency
obligations -- 1,245,143 -- -- -- 1,245,143
Certificates of deposit -- 660,614 -- -- -- 660,614
Participant loans 112,768 -- -- -- -- 112,768
----------- --------- ---------- --------- ---------- ----------
39,182,794 1,905,757 3,419,812 -- 1,113,512 45,621,875
Accrued interest and dividends
receivable 299,055 23,817 -- -- -- 322,872
Cash in interest-bearing deposit
accounts and money market accounts 141,893 94,186 21,373 259,037 20,098 536,587
----------- --------- ---------- --------- ---------- ----------
TOTAL ASSETS AVAILABLE
FOR PLAN BENEFITS $39,623,742 2,023,760 3,441,185 259,037 1,133,610 46,481,334
=========== ========= ========== ========= ========== ==========
<CAPTION>
1995
---------------------------------------------------------------------------
CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND
---------------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E TOTAL
------ ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation in fair value
of investments $ 5,396,989 56,510 765,265 -- 291,834 6,510,598
Interest 7,702 112,664 -- -- -- 120,366
Dividends 1,142,246 6,629 1,333 15,571 1,185 1,166,964
----------- --------- ---------- --------- ---------- ----------
TOTAL INVESTMENT INCOME 6,546,937 175,803 766,598 15,571 293,019 7,797,928
Contributions:
Employer 1,463,085 -- -- -- -- 1,463,085
Employee - salary deferral 1,769,003 77,543 160,083 15,000 150,658 2,172,287
----------- --------- ---------- --------- ---------- ----------
TOTAL CONTRIBUTIONS 3,232,088 77,543 160,083 15,000 150,658 3,635,372
Transfers 211,431 112,159 (391,285) 26,511 41,184 --
Benefits paid to participants 1,336,055 222,366 238,676 51,227 12,096 1,860,420
----------- --------- ---------- --------- ---------- ----------
NET INCREASE 8,654,401 143,139 296,720 5,855 472,765 9,572,880
Net assets available for plan benefits:
Beginning of year 30,969,341 1,880,621 3,144,465 253,182 660,845 36,908,454
----------- --------- ---------- --------- ---------- ----------
End of year $39,623,742 2,023,760 3,441,185 259,037 1,133,610 46,481,334
=========== ========= ========== ========= ========== ==========
</TABLE>
(Continued)
<PAGE> 15
8
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
1994
---------------------------------------------------------------------------
CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND
---------------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E TOTAL
------ ------ ------ ------ ------ -----
------------ ---------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation (depreciation) in
fair value of investments $ 744,584 (54,913) (55,729) -- (996) 632,946
Interest 6,002 111,598 -- -- -- 117,600
Dividends 962,315 5,458 1,853 10,755 1,746 982,127
------------ ---------- ---------- -------- -------- ----------
TOTAL INVESTMENT INCOME 1,712,901 62,143 (53,876) 10,755 750 1,732,673
Contributions:
Employer 1,387,056 -- -- -- -- 1,387,056
Employee 1,541,095 64,957 211,964 9,176 141,921 1,969,113
------------ ---------- ---------- -------- -------- ----------
TOTAL CONTRIBUTIONS 2,928,151 64,957 211,964 9,176 141,921 3,356,169
Transfers (175,159) 1,954 90,013 (43,231) 126,423 --
Benefits paid to participants 1,267,442 114,332 47,007 50,168 6,505 1,485,454
------------ ---------- ---------- -------- -------- ----------
NET INCREASE (DECREASE) 3,198,451 14,722 201,094 (73,468) 262,589 3,603,388
Net assets available for plan benefits:
Beginning of year 27,770,890 1,865,899 2,943,371 326,650 398,256 33,305,066
------------ ---------- ---------- -------- -------- ----------
End of year $ 30,969,341 1,880,621 3,144,465 253,182 660,845 36,908,454
============ ========== ========== ======== ======== ==========
</TABLE>
Dividend income earned from the investment in stock of BancorpSouth,
Inc. a related party was $1,473,567, $1,142,246 and $962,315 in 1996,
1995 and 1994, respectively.
(5) PLAN TERMINATION
Although the Company has not expressed any intent to do so, it has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of Plan termination, participants will become 100 percent vested in
their accounts.
(6) ROLLOVER
In December 1995, in accordance with the business combination between
Wes-Tenn Bancorp, Inc. and BancorpSouth, Inc., the Board of Directors
of Wes-Tenn Bancorp, Inc. elected to terminate the Wes-Tenn 401K Plan.
Participants in the Wes-Tenn 401K Plan had the option of transferring
their individual accounts into the Plan. In February 1996, individual
accounts totaling $1,909,565 were transferred to the Plan.
(Continued)
<PAGE> 16
9
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
(7) RECONCILIATION BETWEEN FINANCIAL STATEMENT
AMOUNTS AND FORM 5500
The following is a reconciliation of net assets available for Plan
benefits per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1996 1995
---- ----
<S> <C> <C>
Net assets available for benefits
per the financial statements $68,216,548 46,481,334
Amounts allocated to withdrawing
participants 2,934,312 1,104,490
----------- ----------
Net assets available for benefits as
filed in Form 5500 $65,282,236 45,376,844
=========== ==========
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Benefits paid to participants per
the financial statements $ 1,868,541 1,860,420
Add: Amounts allocated to withdrawing
participants at December 31, 1996 and 1995 2,934,312 1,104,490
Less: Amounts allocated to withdrawing
participants at December 31, 1995 and 1994 (1,104,490) (924,512)
----------- ----------
Benefits paid to participants per the
Form 5500 $ 3,698,363 2,040,398
=========== ==========
</TABLE>
<PAGE> 17
Schedule 1
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
INVESTMENT AT END OF PLAN YEAR
DECEMBER 31, 1996
<TABLE>
<CAPTION>
PAR/NUMBER FAIR
ISSUER DESCRIPTION OF SHARES COUPON MATURITY COST VALUE
------ ----------- --------- ------ -------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
BancorpSouth, Inc.* Common stock 2,107,685 -- -- $27,848,906 58,488,259
Participant loans Loans -- 6.500-10.000 03/01/97-09/30/01 151,283 151,283
U.S. Government Treasury note 50,000 5.625 01/31/98 50,619 49,953
U.S. Government Treasury note 160,000 7.125 09/30/99 158,981 164,350
U.S. Government Agency Federal Home Loan Bank Note 250,000 6.240 12/01/00 250,007 247,658
U.S. Government Agency Federal National Mortgage
Association Note 250,000 6.550 08/10/00 250,318 250,625
U.S. Government Agency Federal National Mortgage
Association Note 350,000 6.650 03/26/01 349,906 351,260
U.S. Government Agency Federal National Mortgage
Association Note 150,000 7.100 06/04/01 150,004 150,786
U.S. Government Agency Federal Farm Credit Bank 100,000 7.170 04/03/00 100,382 102,809
Bank of Mississippi
Income Fund Common trust fund 122,565 -- -- 1,680,256 2,282,783
Montag & Caldwell
Growth Fund Mutual fund 210,140 -- -- 3,278,010 3,811,943
Bank of Mississippi, Inc.* Certificate of deposit 75,000 5.250 02/21/97 75,000 75,000
Bank of Mississippi, Inc.* Certificate of deposit 111,561 5.500 10/06/97 111,561 111,561
Bank of Mississippi, Inc.* Certificate of deposit 100,000 5.350 04/08/98 100,000 100,000
Lamar County Bank Certificate of deposit 80,000 5.150 04/08/97 80,000 80,000
FNB Vicksburg Certificate of deposit 100,000 6.000 02/22/98 100,000 100,000
----------- ----------
$34,735,233 66,518,270
=========== ==========
</TABLE>
* Both BancorpSouth and Bank of Mississippi are parties in interest to the Plan.
<PAGE> 18
Schedule 2
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
TOTAL
NUMBER OF PURCHASE SELLING GAIN
DESCRIPTION OF SECURITY TRANSACTIONS PRICE/COST PRICE (LOSS)
----------------------- ------------ ---------- ----- ------
<S> <C> <C> <C> <C>
PURCHASES:
Common stock of
BancorpSouth, Inc.* 67 $4,922,646 -- --
Mutual funds:
Montag and Caldwell
Growth Fund 3 3,274,639 -- --
Government Obligations Fund 373 8,613,058 -- --
SALES:
Common Trust Funds:
Bank of Mississippi
Equity Fund 2 1,536,636 3,244,639 1,708,003
Government Obligations Fund 170 7,779,083 7,779,083 --
</TABLE>
* Both BancorpSouth and Bank of Mississippi are parties in interest to the Plan.
<PAGE> 19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BANCORPSOUTH, INC.
DATE: June 24, 1997 /s/ L. Nash Allen, Jr.
----------------------
L. Nash Allen, Jr.
Treasurer and Chief Financial Officer
<PAGE> 1
Exhibit 23
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
BancorpSouth, Inc.:
We consent to incorporation by reference in the Registration Statement (No.
2-88488) on Form S-8 of BancorpSouth, Inc. Salary Deferral - Profit Sharing
Employee Stock Ownership Plan of our report dated May 15, 1997, relating to the
statements of net assets available for plan benefits of BancorpSouth, Inc.
Salary Deferral - Profit Sharing Employee Stock Ownership Plan as of December
31, 1996 and 1995, and the related statements of changes in net assets available
for plan benefits for each of the three years in the period ended December 31,
1996, which report appears in the December 31, 1996 annual report on Form 10-K,
as amended on July 1, 1997, of BancorpSouth, Inc.
Memphis, Tennessee
June 27, 1997
