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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 3, 1998 (August 27, 1998)
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BANCORPSOUTH, INC.
(Exact Name of Registrant as Specified in Its Charter)
MISSISSIPPI 0-10826 64-0659571
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38801
(Address of Principal Executive Offices) (Zip Code)
(601) 680-2000
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed from Last Report)
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ITEM 5. OTHER EVENTS
On August 27, 1998, the Registrant issued a press release
regarding the Registrant's proposed merger with The First Corporation, which is
expected to close at or around December 31, 1998. A copy of the press release is
filed as Exhibit 99.1 hereto, which is incorporated herein by reference.
Statements contained in this Current Report which are not
historical in nature are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, without limitation, those relating to the future value of
the Registrant's assets and the likelihood of either the merger with The First
Corporation or the pending mergers with Merchants Capital Corporation or Alabama
Bancorp., Inc. closing or being granted regulatory approval. Such
forward-looking statements involve certain risks and uncertainties that could
cause actual results to differ materially from the anticipated results. These
risks and uncertainties include failure to obtain necessary regulatory or
shareholder approval, failure of other conditions to closing to be satisfied,
possibility of competing bids, regulatory constraints and other factors as may
be identified from time to time in the Registrant's filings with the Securities
and Exchange Commission or in the Registrant's press releases.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibit is filed herewith:
Exhibit Number Description
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99.1 Press Release of the Registrant, dated August 27, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANCORPSOUTH, INC.
By: /S/ L. NASH ALLEN, JR.
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L. Nash Allen, Jr.
Treasurer and Chief Financial Officer
Date: September 3, 1998
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of the Registrant, dated August 27, 1998
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EXHIBIT 99.1
FOR RELEASE THURSDAY, AUGUST 27, 1998
CONTACT: Harry Baxter, 601-680-2410
William C. Kent, 334-705-4024
Tupelo, Miss. - BancorpSouth, Inc. headquartered in Tupelo, MS, and The
First Corporation, located in Opelika, AL, have entered into a binding agreement
to merge the two corporations.
BancorpSouth, Inc. (NYSE/BXS) the holding company of BancorpSouth Bank,
and The First Corporation, holding company for The First National Bank of
Opelika today announced the signing of a definitive agreement to merge the two
companies. The agreement is subject to approval of the shareholders of The First
Corporation and federal and state regulatory authorities.
BancorpSouth, Inc.'s subsidiary, BancorpSouth Bank, operates in
Mississippi under the name Bank of Mississippi and in Tennessee under the name
Volunteer Bank. The First Corporation operates The First National Bank in
Opelika. Under the terms of the agreement the banks of the two companies will
also be merged. The transaction will be structured as a pooling of interests and
as a tax-free exchange to the shareholders of The First Corporation.
Earlier this summer, BancorpSouth and the $280 million-asset Alabama
Bancorp., Inc. agreed to a merger that is expected to be consummated this fall.
Alabama Bancorp operates as Highland Bank in the Birmingham market and The First
Community Bank of the South in four Southern Alabama cities, including Fort
Deposit, Greenville, Hayneville and Burkeville.
As of June 30, BancorpSouth Bank's total assets were $4.5 billion while
The First National Bank of Opelika's assets totaled approximately $150 million.
BancorpSouth operates 134 offices serving 55 Mississippi and Tennessee
communities. The First National Bank of Opelika has two banking locations in
Opelika and one in Auburn.
BancorpSouth Chairman and CEO Aubrey B. Patterson said, "The First
National Bank of Opelika is a truly outstanding institution. It is a bulwark of
the Opelika and Auburn markets, and the bank's philosophy of planting deep roots
in the Opelika market matches that of BancorpSouth Bank. Like us, they have
strong ties to the state and local economy, and they will bring added strength
to our Company."
The First Corporation Board Chairman H. C. Jackson said, "Merging with
BancorpSouth will give our bank significant additional opportunities to serve
our customers and the communities where we live. We are excited about this union
and look forward to joining what I believe is one of the finest, most community
oriented banking companies in the South."
The First Corporation President and CEO William C. Kent said,
"BancorpSouth is an excellent partner for The First Corporation. BancorpSouth's
strong commitment to the local communities and markets they serve mirrors that
of our company. In addition to our being able to handle larger loan requests,
this merger will allow us to better serve our existing and future customers with
more products, services and locations. We are pleased and excited about our
future association with this quality organization."
