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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1997.
REGISTRATION NO. 33-3009
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
BANCORPSOUTH, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MISSISSIPPI 64-0659571
(State or other jurisdiction (I.R.S. Employer of
incorporation or organization) Identification 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 office)
---------------------
AUBREY B. PATTERSON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
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)
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COPIES TO:
THEODORE W. LENZ, ESQ.
WALLER LANSDEN DORTCH & DAVIS
A PROFESSIONAL LIMITED LIABILITY COMPANY
NASHVILLE CITY CENTER
511 UNION STREET, SUITE 2100
NASHVILLE, TENNESSEE 37219
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This Amendment to the Registration Statement shall become effective in
accordance with Section 8(c) of the Securities Act of 1933, as amended.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
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. [ ]
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[BANCORPSOUTH, INC LOGO]
PROSPECTUS
DIVIDEND REINVESTMENT PLAN
COMMON STOCK
(PAR VALUE $2.50 PER SHARE)
------------------------------
BancorpSouth, Inc. (the "Company") is offering through its Dividend
Reinvestment Plan (the "Plan") to all holders of record of its common stock, par
value $2.50 per share ("Common Stock"), the opportunity to have dividends on
their Common Stock automatically reinvested and to make voluntary cash payments
in any amount between $25 and $5,000 per quarter which will be invested in
shares of Common Stock (the "Additional Shares").
The Additional Shares may be either (a) authorized but unissued shares
purchased directly from the Company or (b) outstanding shares purchased on the
open market.
The per share price of Additional Shares purchased from the Company will be
the closing sale price of the Common Stock reported on the New York Stock
Exchange on the date a dividend is to be paid (the "Dividend Payment Date"), or
if there was no reported sale on that date, the next preceding date on which a
sale is reported. The per share price of Additional Shares purchased on the open
market will be the average price paid for all shares purchased with the
aggregate funds used, including voluntary cash payments, with respect to that
Dividend Payment Date.
This Prospectus relates to 115,000 authorized but unissued Shares of Common
Stock of the Company registered for sale under the Plan. It is suggested that
this Prospectus be retained for future reference.
The Company's Common Stock is traded on the New York Stock Exchange and
sales information is available under the symbol BXS.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 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 December 30, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 ("the Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities of the
Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, as well as the following Commission Regional Offices: 13th Floor, 7 World
Trade Center, New York, New York 10048; and 14th Floor, 500 West Madison Street,
Chicago, Illinois 60661-2511. Copies can be obtained by mail at prescribed
rates. Requests should be directed to the SEC's Public Reference Section, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission maintains a Web site (http://www.sec.gov) that contains such
information regarding registrants that file electronically with the Commission.
Copies of such materials and other information concerning the Company will also
be available for inspection at the offices of the New York Stock Exchange, 17th
Floor, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents which have previously been filed by the Company
with the Commission under the Exchange Act (File No. 0-10826) are incorporated
herein by reference: (i) the Annual Report on Form 10-K for the year ended
December 31, 1996 and (ii) the Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997, and September 30, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of Common Stock made hereby shall be deemed to
incorporated in this Prospectus by reference and to be a part hereof from the
date of filing of such documents. 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
supersedes 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.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the request
of any such person, a copy of any or all of the documents incorporated herein by
reference, except the exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Requests for such
documents should be addressed to BancorpSouth, Inc., at P.O. Box 789, Tupelo,
Mississippi 38802, Attention: Ms. Cathy S. Freeman, Secretary.
THE COMPANY
The Company is a bank holding company with commercial banking operations in
Mississippi and Tennessee. The Company is a Mississippi corporation and its
principal office is located at One Mississippi Plaza, Tupelo, Mississippi 38801.
Its telephone number is (601) 680-2000.
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THE PLAN
This Prospectus relates to the offering of 115,000 shares of the Common
Stock of the Company pursuant to the Company's Dividend Reinvestment Plan. These
shares have been registered with the Commission for issuance and sale under the
Plan. The Company may, from time to time as may be necessary, register
additional shares of Common Stock with the Commission and make them available
for purchase under the Plan. The most significant aspects of the Plan are as
follows: (1) shares may be purchased either directly from the Company or on the
open market, (2) no brokerage commissions, service charges, or administrative
costs will be paid by participants, and (3) participants may purchase Additional
Shares both by reinvesting their dividends and by making optional cash
contributions in any amount between $25 and $5,000 quarterly.
PURPOSE
The purpose of the Plan is to provide holders of record of the Common Stock
with a simple and convenient method of investing cash dividends at regular
intervals as dividends are paid and investing voluntary cash payments in
Additional Shares without brokerage commissions or service charges.
ADVANTAGES
Shareholders of the Company who elect to participate in the Plan (the
"Participants") will have the cash dividends on all of their shares of the
Company's Common Stock automatically reinvested in Additional Shares.
Participants may also purchase Additional Shares quarterly by making voluntary
cash payments in any amount between $25 and $5,000. No brokerage commissions or
service charges are paid in connection with purchases under the Plan. Full
investment of funds is possible under the Plan because the Plan permits
fractions of shares, as well as full shares, to be credited to Participants'
accounts. Dividends on such fractions, as well as full shares, will be
reinvested for the Participants' accounts. Participants can avoid the cumbersome
safekeeping of certificates for shares credited to their accounts under the
Plan. Regular statements of account provide simplified record keeping.
ADMINISTRATION
The Board of Directors of the Company has appointed SunTrust Bank, Atlanta,
Georgia, (the "Agent") to administer the Plan, keep records, send statements of
account to Participants, and perform such other duties relating to the
administration of the Plan as may be appropriate. The Agent will purchase any
Additional Shares purchased in the open market. Additional Shares purchased
under the Plan will be held by the Agent for the benefit of Participants in the
Plan.
PARTICIPATION
All holders of record of the Company's Common Stock are eligible to
participate in the Plan.
A holder of record of the Company's Common Stock may join the Plan by
signing an Authorization Form and returning it to the Agent at its address set
forth herein under the heading "Address of the Agent." Authorization Forms will
be provided from time to time by mail to all shareholders and will also be
furnished at any time upon request made to the Agent or the Company.
The Authorization Form appoints SunTrust Bank as agent for the Participant
and directs the Company to pay to the Agent cash dividends payable on all of the
shares of Common Stock registered in the Participant's name and on whole and
fractional shares of Common Stock credited to the Participant's account under
the
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Plan. The Authorization Form also directs the Agent to purchase Additional
Shares with such dividends for the account of the shareholder and to apply any
voluntary cash payment to the purchase of whole and fractional shares, and to
hold the Additional Shares for the Participant's account.
A holder of record of Common Stock may enroll in the Plan at any time. If
an Authorization Form is received by the Agent on or before five business days
prior to the date for determining shareholders of record entitled to payment of
dividends (the "Record Date") for the next dividend payment, then that dividend
will, as authorized, be used to purchase Additional Shares for the shareholder
and future dividends payable to such Participant will be automatically
reinvested in Additional Shares until the earlier to occur of the termination of
the Plan or the Participant's withdrawal from the Plan. If a voluntary cash
payment is received by the Agent at least two business days prior to a Dividend
Payment Date, but no earlier than 30 days before that Dividend Payment Date, the
cash payment will be combined with the cash dividend payable on that Dividend
Payment Date in making purchases for the Participant's account. Common Stock
dividends have traditionally been paid in the months of January, April, July,
and October. The Record Dates for dividends on Common Stock are ordinarily
within 21 days prior to the Dividend Payment Dates. If the Authorization Form is
received by the Agent less than five business days prior to such Record Date,
that dividend will be paid in cash and the investment of dividends in Additional
Shares will not start until payment of the following dividend. Any voluntary
cash payment received by the Agent more than 30 days prior to a Dividend Payment
Date will be returned. If a voluntary cash payment is received by the Agent less
than two business days prior to a Dividend Payment Date, it will be returned to
the Participant.
COSTS
There are no brokerage commissions or service charges for the investment of
dividends or voluntary cash payments under the Plan. All costs of administration
of the Plan will be borne by the Company or one of its subsidiaries.
PURCHASES AND PRICE OF THE SHARES SOLD UNDER THE PLAN
The Company will pay to the Agent cash dividends on all of the shares of
Common Stock registered in each Participant's name, as well as cash dividends on
shares of Common Stock credited to the Participant's account under the Plan, in
accordance with the Participant's directions on the Authorization Form.
Participants may also purchase Additional Shares quarterly by making voluntary
cash payments in any amount between $25 and $5,000, provided any voluntary cash
payments are received by the Agent at least two business days, but not more than
30 days, prior to the Dividend Payment Date. In order to make a voluntary cash
payment, a check or money order payable to SunTrust Bank in the amount of the
cash payment must be returned to the Agent together with such documentation as
the Agent from time to time may require. No interest is paid on funds held for
investment. In making purchases for the Participants' accounts, the Agent may
commingle the Participants' dividends and cash payments. The Agent will apply
such dividends and cash payments to the purchase of Additional Shares for the
account of each Participant during the stock purchase period commencing on the
Dividend Payment Date and ending no later than 30 days after the Dividend
Payment Date, except where necessary to comply with applicable laws, rules and
regulations including the federal securities laws. Provisions applicable to any
foreign shareholders are set forth under "FEDERAL INCOME TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN -- Foreign Participants Subject to Income Tax
Withholding."
Since it may not be possible or practical for the Agent to acquire
sufficient Additional Shares with respect to a particular Dividend Payment Date
at one time unless they are purchased from the Company, purchases
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for the Plan may occur at various times and at various purchase prices. The per
share price of Additional Shares purchased from the Company will be the closing
sales price of the Common Stock on the Dividend Payment Date as reported on the
New York Stock Exchange, or if no sale is reported on such date, the next
preceding date on which a sale is reported. The per share price of Additional
Shares purchased on the open market will be the average price of all shares
purchased with the aggregate funds used with respect to that Dividend Payment
Date including voluntary cash payments.
The number of Additional Shares to be purchased for each Participant's
account depends on the amount of the dividends being reinvested, the amount of
any voluntary cash payment, and the price of the Common Stock. The entire amount
of the dividends being reinvested and optional cash contributions will be used
to purchase Additional Shares, except in the case of any foreign Participants.
Each Participant's account will be credited with that number of Additional
Shares, including fractional shares computed to four decimal places, equal to
the total amount to be invested divided by the purchase price per share.
REPORTS TO PARTICIPANTS
Each Participant in the Plan will receive a regular statement of account.
These statements are a Participant's continuing record of the cost of purchase
and should be retained for income tax purposes. In addition, each Participant
will receive, as a holder of Common Stock, certain communications from the
Company, including quarterly and annual reports, notices of the meetings of
shareholders and proxy statements, and annual information returns on Form
1099-DIV reporting dividend income received for tax purposes.
CERTIFICATES FOR SHARES OF COMMON STOCK
Certificates for Additional Shares purchased and credited to the accounts
of Participants under the Plan will be held by the Agent or its nominee for the
benefit of the respective Participants. The number of shares credited to an
account under the Plan will be shown on each Participant's statement of account.
This convenience protects against loss, theft or destruction of stock
certificates, permits ownership of fractional shares and reduces the costs to be
borne by the Company.
Certificates for any number of whole shares credited to an account under
the Plan will be issued, without charge to the Participant, upon the written
direction of a Participant. The automatic reinvestment of dividends shall
continue on those shares for which certificates are issued until the Agent is
directed otherwise by the Participant. Any remaining whole or fractional shares
will continue to be credited to the Participant's account. The Participant's
request for the issuance of certificates must be mailed to the Agent at the
address specified under "Address of the Agent." Any such request received less
than five business days prior to a Record Date will not be effective until the
dividend related to that Record Date has been invested in Additional Shares.
Certificates for fractions of shares will not be issued under any
circumstances but cash payments will be made as described in "Termination of
Participation" below.
Shares credited to the account of a Participant under the Plan may not be
pledged. A Participant who wishes to pledge the whole shares credited to his
account must request that a certificate for those shares be issued.
Accounts under the Plan are maintained in the names in which shares of the
Participants were registered at the time they entered the Plan. Consequently,
certificates for whole shares will be similarly registered when issued to the
Participants.
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TERMINATION OF PARTICIPATION
A Participant may at any time terminate participation in the Plan by
notifying the Agent in writing.
If the notice of withdrawal is received by the Agent at least five business
days prior to a Record Date for a dividend, the withdrawal date (the "Withdrawal
Date") will be the date of receipt of the notice of withdrawal and that dividend
and all subsequent dividends on such shares of Common Stock owned by the
terminating Participant will be paid to the Participant in cash. Any notice of
withdrawal received by the Agent less than five business days prior to a Record
Date for a dividend will not be effective until Additional Shares with respect
to such Record Date have been purchased under the Plan, and the Withdrawal Date
will be no later than 30 days after such Dividend Payment Date. In the event the
Company terminates the Plan, the termination date (the "Termination Date") will
be the date the Board of Directors designates as the date the Plan will
terminate.
If a Participant withdraws from the Plan or if the Company terminates the
Plan, certificates for whole shares credited to the Participant's account under
the Plan will be issued and a cash payment will be made for any fractional
shares based on a price per share equal to the closing sale price of the Common
Stock on the Withdrawal Date or Termination Date as reported on the New York
Stock Exchange or if no sale is reported on such date, the next preceding date
on which a sale is reported. Alternatively, a Participant may elect to receive
cash upon termination or withdrawal by delivering a written request to the
Agent. In that event, the Agent will sell the Participant's whole shares in the
open market at current market prices, promptly after receipt of the written
request. The Agent will compute the value of fractional shares, if any, in the
Participant's account, based upon the sale price of the whole shares. The Agent
will remit the sale proceeds of the whole shares, plus the value of the
fractional shares to the Participant. If requested by the Agent, the
Participant's signature on the written request to sell the shares in an account
and receive cash must be properly guaranteed by an eligible guarantor
institution with membership in an approved medallion signature guarantee program
pursuant to Commission Rule 17Ad-15.
ADDRESS OF THE AGENT
All Authorization Forms, voluntary cash payments, notices of withdrawal and
other communications with the Agent should be sent to:
SunTrust Bank
Corporate Trust Dept.
P.O. Box 4625
Atlanta, Georgia 30302
VOTING OF SHARES HELD UNDER THE PLAN
A Participant will be entitled to vote shares of Common Stock in his
account to the same extent that the Participant is entitled to vote shares of
Common Stock registered in his name. Each Participant will receive a single
proxy card covering the total number of shares held by the Participant,
including both the shares registered in the Participant's name and the whole
shares and fractional shares credited to the Participant's account.
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OTHER INFORMATION
Disposition of All Shares Registered in Participant's Name
If a Participant disposes of all shares of Common Stock registered in his
name, the Agent will continue to reinvest the dividends on the shares credited
to the Participant's account under the Plan until otherwise notified in writing
by the Participant.
Disposition of Less Than All Shares Registered in Participant's Name
A Participant may instruct the Agent to sell a portion of the shares of
Common Stock registered in the Participant's name by sending the Agent written
instructions. The Agent will continue to reinvest the dividends on the remaining
shares until otherwise notified. If requested by the Agent, the Participant's
signature on the written request to sell the shares in an account must be
guaranteed by an eligible guarantor institution with membership in an approved
medallion signature guarantee program pursuant to Commission Rule 17Ad-15.
Effect of Rights Offering
In the event of a rights offering, rights on shares of Common Stock
registered in the name of a Participant as well as on whole and fractional
shares credited to the Participant's account under the Plan, will be mailed
directly to the Participant in the same manner as to holders of Common Stock not
participating in the Plan.
Effect of Stock Dividend or Stock Split
Any shares representing stock dividends or stock splits distributed by the
Company on shares of Common Stock held for the credit of Participants' accounts
under the Plan will be added to the Participants' accounts and automatically
become subject to the Plan. Shares representing stock dividends or stock splits
distributed on shares registered in the name of the Participant, but not held
under the Plan, will be mailed directly to such Participant in the same manner
as to shareholders who are not participating in the Plan and such shares will
automatically become subject to the Plan.
Acquisition of Additional Shares
If a Participant acquires additional shares which become registered in his
name, the Agent shall automatically reinvest dividends paid on those additional
shares acquired.
Responsibility of the Agent and the Company Under the Plan
The Agent has had no responsibility with respect to the preparation or
contents of this Prospectus. Neither the Company nor the Agent, in administering
the Plan, will be liable for any act done in good faith, or for any good faith
omission to act, including, without limitation, any claims of liability arising
out of failure to terminate the Participant's account upon such Participant's
death prior to receipt of notice in writing of such death, or with respect to
the prices at which shares are purchased for such Participant's account and the
times when such purchases are made, or with respect to any loss or fluctuation
in the market value after the purchase of shares.
A Participant's investment in shares acquired under the Plan shall be no
different from investment in directly held shares. Each Participant bears the
risk of loss and realizes the benefits of any gain and market price changes with
respect to all shares held by him in the Plan or otherwise.
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The expense of operations of the Plan shall be borne by the Company. These
expenses are expected to be nominal. The Agent will require some cash from time
to time to carry any fractional share in excess of the fractions allocated to
Participants' accounts and to pay to withdrawing Participants the value of the
fractional shares, if any.
Interpretation and Regulation of the Plan
The Company reserves the right to interpret and regulate the Plan as it
deems necessary or desirable in connection with its operations, subject to
applicable laws and regulations, and any interpretation by the Company shall be
final. The Company shall have plenary authority to interpret the Plan and
approve forms that in its discretion it deems appropriate. The Company has other
powers and operates under guidelines specified in the Plan.
Modification or Termination of the Plan
The Company reserves the right to suspend, modify or terminate the Plan at
any time. Notice of any such suspension, modification or termination will be
mailed to all Participants.
FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
A Participant will be treated for federal income tax purposes as having
received on the Dividend Payment Date, a dividend equal to the sum of (i) the
purchase price of the Additional Shares purchased with the Participant's
reinvested dividends and (ii) the brokerage commissions and service charges, if
any, incurred on the Participant's behalf. The amount treated as a dividend to a
corporate shareholder will qualify for the appropriate dividend received
deduction available under the Internal Revenue Code.
A Participant who makes voluntary cash payments for the purchase of
Additional Shares under the Plan will be treated as having received a dividend,
on the date the Additional Shares are purchased for his account, in an amount
equal to any brokerage commissions and service charges incurred on his behalf.
Participants will recognize gain or loss (which, for most Participants,
will be capital gain or loss) when the shares acquired under the Plan are sold
or exchanged. Participants will also recognize gain or loss when they receive
cash payments for fractional shares credited to their accounts upon withdrawal
from or termination of the Plan. The amount of such gain or loss will be the
difference between the amount which the Participant receives for his shares or
fractional shares and the tax basis thereof.
The tax basis of Additional Shares acquired under the Plan by reinvestment
of dividends will be equal to the purchase price of the Additional Shares
purchased for the Participant's account plus any brokerage commissions and
service charges which were treated as a dividend received by such Participant.
The Additional Shares purchased with a Participant's voluntary cash payment will
have a tax basis equal to their cost plus any brokerage commissions and service
charges which were treated as a dividend received by such Participant.
The holding period for Additional Shares acquired under the Plan will begin
on the day following the date as of which the shares were purchased for the
Participant's account.
For further information as to the federal, state, and local tax
consequences of participation in the Plan, Participants should consult their tax
advisers.
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FOREIGN PARTICIPANTS SUBJECT TO INCOME TAX WITHHOLDING
Dividends paid to a foreign Participant may be subject to United States
income tax withholding. The Agent will withhold the appropriate amount from
dividends that any such foreign Participant elects to reinvest, and the
remaining balance of such dividends will be reinvested to purchase Additional
Shares for the Participant's account.
USE OF PROCEEDS
To the extent the Additional Shares are purchased from the Company, the
Company will receive additional funds to be used for general corporate purposes.
To the extent the Additional Shares are purchased on the open market, the
Company will receive no additional funds through the operation of the Plan. The
Company is unable to estimate the amount of proceeds to be received by it from
the Shares to be sold under the Plan.
PLAN OF DISTRIBUTION
The Shares sold under the Plan are being distributed directly by the
Company rather than through an underwriter, broker or dealer. There will be no
brokerage commissions or other fees charged to Participants in connection with
the purchase of Plan Shares.
The Common Stock may not be available under the Plan in all states. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any Shares of the Common Stock or other securities in any state or any
other jurisdiction to any person to whom it is unlawful to make such offer in
such jurisdiction.
DESCRIPTION OF COMMON STOCK
The Company has authorized 500,000,000 shares of common stock, $2.50 par
value, of which 22,254,974 were outstanding on September 30, 1997.
Dividend Rights. Holders of outstanding shares of Common Stock are
entitled to receive such dividends, if any, as may be declared by the Board of
Directors, in its discretion, out of funds legally available therefor.
Voting Rights. Holders of Common Stock are entitled to one vote per share
on all matters to be voted on by the shareholders, including the election of
directors. Under the Mississippi Business Corporation Act, an affirmative vote
of the majority of the shareholders present at a meeting is sufficient in order
to take most actions. Some extraordinary actions require larger percentages of
shareholder votes.
Liquidation Rights. In the event of the liquidation of the Company, the
holders of Common Stock are entitled to receive pro rata any assets distributed
to shareholders in respect to their shares, after payment of all debts and
payments to holders of preferred stock, if any.
Preemptive Rights. Holders of Common Stock do not have the right to
subscribe to any additional capital stock that may be issued by the Company.
Certain Anti-takeover Provisions. The Company's Articles of Incorporation
generally require the affirmative vote of 80% of the outstanding shares of
Common Stock to approve (i) a merger or consolidation of the Company with, or
(ii) a sale, exchange or lease of all or substantially all of the assets (as
defined in the
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Articles of Incorporation) of the Company to, any person or entity, unless such
transaction is approved by the Board.
The Articles also require the affirmative vote of 80% of the outstanding
Shares of Common Stock, and the affirmative vote of 67% of the Common Stock held
by shareholders other than a Controlling Party (as defined below), for the
approval or authorization of any merger, consolidation, sale, exchange or lease
of all or substantially all of the assets of the Company if such transaction
involves any shareholders owning or controlling 20% or more of the Common Stock
outstanding at the time of the proposed transaction (a "Controlling Party");
provided, however, that these voting requirements are not applicable in
transactions in which: (a) the cash or fair market value of the property,
securities or other consideration to be received (which includes Common Stock
retained by the Company's existing shareholders in such a transaction in which
the Company is the surviving entity) per share by holders of Common Stock in
such transaction is not less than the highest per share price (with appropriate
adjustments for recapitalizations, stock splits, stock dividends and
distributions) paid by the Controlling Party in the acquisition of any of its
holdings of the Common Stock in the three years preceding the announcement of
the proposed transaction, or (b) the transaction is approved by a majority of
the Board of Directors.
Neither of these provisions of the Articles of Incorporation may be
repealed or amended except by vote of 80% of the total voting power of the
Company.
Common Stock Purchase Rights. Following shareholder approval of a
Shareholder Rights Plan in April 1991, the Company issued one common share
purchase right (a "Right") for each share of issued and outstanding Common
Stock. Each Right attaches to and trades with each share of Common Stock;
provided, however, that the Rights will separate from the Common Stock and be
distributed upon the occurrence of certain events, including the acquisition of
or tender for 20% or more of the outstanding shares of Common Stock by any
person (an "Acquiring Person") or if the Board of Directors determines that a
person beneficially owning 10% or more of the outstanding shares of Common Stock
has become an "Adverse Person," as defined in the Shareholder Rights Plan.
In the event that a person becomes an Acquiring Person or is declared an
Adverse Person by the Board, then each Right will entitle the holder thereof to
purchase one share of Common Stock at 50% of the then current market price,
subject to adjustments as described in the Shareholder Rights Plan. At any time
after the aforementioned events, the Board may exchange each Right for one share
of Common Stock, subject to adjustment as described in the Shareholder Rights
Plan. If an Acquiring Person effects certain transactions with the Company,
including a merger, share exchange, or transfer of over 50% of the Company's
assets or earning power, then each Right shall entitle the holder thereof to
purchase a share of common stock of the Acquiring Person at 50% of the then
current market price for such common stock. Shares owned by an Acquiring Person
or Adverse Person will not be entitled to exercise the Rights as set forth
above.
The Rights are redeemable at $.01 per Right at any time prior to the close
of business on the tenth day after the public announcement that a person has
become an Acquiring Person or been declared an Adverse Person by the Board. The
rights are not exercisable until the expiration of the applicable ten day
period, and the Rights will expire at the close of business on April 24, 2001,
unless earlier redeemed. The Board is entitled to interpret the provisions of
the Shareholder Rights Plan, which may be amended by the Board at any time in
certain respects.
10
<PAGE> 12
INDEMNIFICATION
The bylaws of the Company provide for the indemnification of officers and
directors of the Company, and of persons who serve at the Company's request as
officers or directors of subsidiaries of the Company, against certain
liabilities. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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.
11
<PAGE> 13
======================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY, NOR IS IT SUCH AN OFFER
OR SOLICITATION IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR ITS
SUBSIDIARIES SINCE THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information....................... 2
Incorporation of Certain Information by
Reference................................. 2
The Company................................. 2
The Plan.................................... 3
Purpose................................... 3
Advantages................................ 3
Administration............................ 3
Participation............................. 3
Costs..................................... 4
Purchases and Price of the Shares Sold
Under the Plan.......................... 4
Reports to Participants................... 5
Certificates for Shares of Common Stock... 5
Termination of Participation.............. 6
Address of the Agent...................... 6
Voting of Shares Held Under the Plan...... 6
Other Information......................... 7
Federal Income Tax Consequences of
Participation in the Plan................. 8
Foreign Participants Subject to Income Tax
Withholding............................. 9
Use of Proceeds............................. 9
Plan of Distribution........................ 9
Description of Common Stock................. 9
Indemnification............................. 11
</TABLE>
======================================================
======================================================
[BANCORPSOUTH LOGO]
DIVIDEND
REINVESTMENT PLAN
115,000 SHARES
COMMON STOCK
($2.50 PAR VALUE PER SHARE)
-------------------------
PROSPECTUS
-------------------------
December 30, 1997
======================================================
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Eighth and Ninth Articles of Amendment and Restatement for the
Registrant 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.
(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
II-1
<PAGE> 15
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 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <C> <S>
8 -- Opinion of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company, dated December 29, 1997 regarding
tax matters.
23(a) -- Consent of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company (included in their opinion filed
as Exhibit 8).
23(b) -- Consent of KPMG Peat Marwick LLP
24 -- Power of Attorney (incorporated by reference from page II-2
of Registrant's Post-Effective Amendment No. 3)
</TABLE>
II-2
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and 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 December 17, 1997.
BANCORPSOUTH, INC.
By: /s/ AUBREY B. PATTERSON
------------------------------------
Aubrey B. Patterson
Title: Chairman of the Board, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ AUBREY B. PATTERSON Chairman of the Board, December 17, 1997
- ----------------------------------------------------- Chief Executive Officer
Aubrey B. Patterson and Director (Principal
Executive Officer)
/s/ L. NASH ALLEN, JR. Treasurer (Principal December 17, 1997
- ----------------------------------------------------- Financial and Accounting
L. Nash Allen, Jr. Officer)
/s/ S. H. DAVIS* Director December 17, 1997
- -----------------------------------------------------
S. H. Davis
/s/ HASSELL H. FRANKLIN* Director December 17, 1997
- -----------------------------------------------------
Hassell H. Franklin
/s/ FLETCHER H. GOODE, M.D. Director December 17, 1997
- -----------------------------------------------------
Fletcher H. Goode, M.D.
/s/ J. LOUIS GRIFFIN, JR. Director December 17, 1997
- -----------------------------------------------------
J. Louis Griffin, Jr.
/s/ W. G. HOLLIMAN, JR.* Director December 17, 1997
- -----------------------------------------------------
W. G. Holliman, Jr.
/s/ A. DOUGLAS JUMPER* Director December 17, 1997
- -----------------------------------------------------
A. Douglas Jumper
/s/ TURNER O. LASHLEE* Director December 17, 1997
- -----------------------------------------------------
Turner O. Lashlee
/s/ ALAN W. PERRY Director December 17, 1997
- -----------------------------------------------------
Alan W. Perry
/s/ FRANK A. RILEY* Director December 17, 1997
- -----------------------------------------------------
Frank A. Riley
</TABLE>
II-3
<PAGE> 17
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Director December 17, 1997
/s/ TRAVIS E. STAUB*
- -----------------------------------------------------
Travis E. Staub
/s/ ANDREW R. TOWNES, D.D.S.* Director December 17, 1997
- -----------------------------------------------------
Andrew R. Townes, D.D.S.
/s/ LOWERY A. WOODALL* Director December 17, 1997
- -----------------------------------------------------
Lowery A. Woodall
*By: /s/ L. NASH ALLEN, JR.
------------------------------------------------
L. Nash Allen, Jr.
attorney-in-fact
</TABLE>
II-4
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <C> <S> <C>
8 -- Opinion of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company, dated December 29, 1997 regarding
tax matters.................................................
23(a) -- Consent of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company, (included in their opinion filed
as Exhibit 8)...............................................
23(b) -- Consent of KPMG Peat Marwick LLP............................
24 -- Power of Attorney (incorporated by reference to Page II-2 of
Registrant's Post-Effective Amendment No. 3)................
</TABLE>
<PAGE> 1
WALLER LANSDEN DORTCH & DAVIS
Exhibit 8
A PROFESSIONAL LIMITED LIABILITY COMPANY
NASHVILLE CITY CENTER
511 UNION STREET, SUITE 2100
POST OFFICE BOX 198966
NASHVILLE, TENNESSEE 37219-8966
(615) 244-6380
FACSIMILES 809 SOUTH MAIN STREET
(615) 244-6804 P. O. BOX 1035
(615) 244-5686 COLUMBIA, TN 38402-1035
(615) 388-6031
December 29, 1997
BancorpSouth, Inc.
One Mississippi Plaza
Tupelo, Mississippi 38801
Re: Registration Statement on Form S-3,
Registration No. 33-3009, relating to
Dividend Reinvestment Plan
Dear Sirs:
You have asked us to review the discussion under the heading
"FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN" contained in the
Prospectus forming a part of Post-Effective Amendment Number 4 to the
Registration Statement referred to above.
In our opinion, such discussion accurately reflects the
consequences of participation in the Dividend Reinvestment Plan described in
such Prospectus under the Internal Revenue Code of 1986, as amended, Treasury
Regulations promulgated thereunder, published Revenue Rulings, Revenue
Procedures and other announcements of the Internal Revenue Service, and existing
court decisions. Any of the foregoing could be changed at any time and any such
changes may be retroactive and apply to transactions entered into prior to the
date of such changes and could significantly modify our opinion. Our opinion is
also based upon the assumption that the Dividend Reinvestment Plan will be
administered in the manner described in the Prospectus.
We consent to the filling of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Waller Lansden Dortch & Davis,
A Professional Limited Liability Company
<PAGE> 1
Exhibit 23(b)
ACCOUNTANTS' CONSENT
The Board of Directors
BancorpSouth, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-3 of BancorpSouth, Inc. of our report dated January 24, 1997, relating to 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 is incorporated by reference in
the 1996 annual report on Form 10-K of BancorpSouth, Inc.
Our report refers to a change in accounting principles related to the adoption
in 1994 of the provisions of Statement of Financial Accounting Standards (SFAS)
No. 115, Accounting for Certain Investments in Debt and Equity Securities.
/s/ KPMG Peat Marwick LLP
Memphis, Tennessee
December 19, 1997
