<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, 1997 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)
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. [ ]
(Cover page continues on Next Page)
<PAGE> 2
(Continued from Cover Page)
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of January 31, 1998, was approximately $906,901,000 based on
the closing sale price as reported on the New York Stock Exchange on
January 31, 1998.
On March 16, 1998, the Registrant had outstanding 22,330,782 shares of
Common Stock, par value $2.50 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement used in connection with
Registrant's Annual Meeting of Shareholders held April 21, 1998 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:
See Item 8.
The following are filed herewith:
BancorpSouth, Inc. Salary Deferral-Profit Sharing Employee
Stock Ownership Plan Financial Statements and Schedules,
December 31, 1997 and 1996.
(a) 2. Consolidated Financial Statement Schedules:
All schedules are omitted as the required information is
inapplicable or the information is presented in the financial
statements or related notes.
(a) 3. Exhibits:
(3) (a) Articles of incorporation, as amended (1)
(b) Bylaws (2)
(4) Specimen Stock Certificate (3)
(10) (a) Stock Bonus Agreement between Bancorp of
Mississippi, Inc. and Aubrey B. Patterson, Jr.,
dated November 6, 1987, and Escrow Agreement
between Bank of Mississippi and Aubrey B.
Patterson, Jr., dated November 6, 1987 (4)(8)
(b) Form of deferred compensation arrangement between
Bancorp of Mississippi, Inc. and certain key
executives (5)(8)
(c) 1994 Stock Incentive Plan (3)(8)
(d) 1995 Non-Qualified Stock Option Plan for Non-
Employee Directors (3)(8)
(e) Stock Bonus Agreement between BancorpSouth, Inc.
and Michael W. Weeks, dated January 17, 1995, and
Escrow Agreement between Bank of Mississippi and
Michael W. Weeks, dated January 17, 1995 (7)(8)
(f) Stock Bonus Agreement between BancorpSouth, Inc.
and Aubrey B. Patterson, Jr., dated January 20,
1998, and Escrow Agreement between Bank of
Mississippi and Aubrey B. Patterson, Jr., dated
March 20, 1998 (8)*
(11) Statement re computation of per share earnings *
(21) Subsidiaries of the Registrant *
(23) Consent of Independent Accountants
(27.1) Financial Data Schedule 1997 *
(27.2) Restated 1996 Financial Data Schedule *
(27.3) Restated 1995 Financial Data Schedule *
- ---------------------
* Previously filed.
(1) Filed as Exhibits 3.1 and 3.2 to the Registrant's
Registration Statement on Form S-4 filed on January 6,
1997, and incorporated by reference herein.
(2) Filed as an exhibit to the Registrant's Registration
Statement on Form 8-A filed on May 13, 1997, and
incorporated by reference herein.
(3) Filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994, and
incorporated by reference herein.
(4) Filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1987, and
<PAGE> 4
incorporated by reference herein.
(5) Filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1988, and
incorporated by reference herein.
(6) Filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990, and
incorporated by reference herein.
(7) Filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995, and
incorporated by reference herein.
(8) Compensatory plan or arrangement.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended
December 31, 1997.
<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, 1997 and 1996, 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, 1997 and 1996, and the changes in net assets available for plan
benefits for each of the years in the three-year period ended December 31,
1997, 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 1997 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 11, 1998
<PAGE> 6
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
INVESTMENTS, AT FAIR VALUE (NOTE 3):
Investments in common trust fund -
Bank of Mississippi Income Fund $ - 2,282,783
Investment in mutual funds:
Montag and Caldwell Growth Fund 5,037,177 3,811,943
Fidelity Institutional Short
Intermediate Government Fund 247,322 -
Vanguard Bond Index 2,033,383 -
Vanguard Intermediate Term Treasury 254,636 -
Common stock of BancorpSouth, Inc. 102,445,655 58,488,259
U.S. Government and agency obligations 1,360,170 1,317,441
Certificates of deposit 200,000 466,561
Participant loans 143,518 151,283
------------ ------------
111,721,861 66,518,270
Accrued interest and dividends receivable 498,592 426,765
Cash in interest-bearing deposit accounts and
money market accounts 507,713 1,271,513
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $112,728,166 68,216,548
============ ============
</TABLE>
[FN]
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, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Investment income:
Net appreciation in fair value of
investments (note 3) $ 41,816,744 15,854,765 6,510,598
Interest 112,855 138,332 120,366
Dividends 1,910,516 1,511,292 1,166,964
------------ ------------ ------------
TOTAL INVESTMENT INCOME 43,840,115 17,504,389 7,797,928
------------ ------------ ------------
Contributions:
Employer 1,726,608 1,650,516 1,463,085
Employee - salary deferral 2,654,223 2,539,285 2,172,287
Rollover (note 6) - 1,909,565 -
------------ ------------ ------------
TOTAL CONTRIBUTIONS 4,380,831 6,099,366 3,635,372
------------ ------------ ------------
48,220,946 23,603,755 11,433,300
------------ ------------ ------------
Benefits paid to participants 3,709,328 1,868,541 1,860,420
NET INCREASE 44,511,618 21,735,214 9,572,880
Net assets available for plan benefits:
Beginning of year 68,216,548 46,481,334 36,908,454
------------ ------------ ------------
End of year $112,728,166 68,216,548 46,481,334
============ ============ ============
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE> 8
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(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.
<PAGE> 9
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.
<PAGE> 10
(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.
<PAGE> 11
(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>
1997 1996
-------------------------------------- ------------------------------------
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. 2,168,162 $ 31,109,692 102,445,655 2,107,685 $ 27,848,906 58,488,259
Participant loans - 143,518 143,518 - 151,283 151,283
------------ ------------ ------------ ------------
31,253,210 102,589,173 28,000,189 58,639,542
------------ ------------ ------------ ------------
FUND B:
U.S. Government Securities - treasury notes 150,000 149,045 153,563 210,000 209,600 214,303
U.S. Government Agencies:
Federal Farm Credit Bank notes 100,000 100,382 102,706 100,000 100,382 102,809
Federal Home Loan Bank notes 500,000 500,014 501,891 250,000 250,007 247,658
Federal National Mortgage Association notes 600,000 600,223 602,010 750,000 750,228 752,671
Time deposits:
BancorpSouth Bank certificates of deposit 100,000 100,000 100,000 286,561 286,561 286,561
Other certificates of deposit 100,000 100,000 100,000 180,000 180,000 180,000
------------ ------------ ------------ ------------
1,549,664 1,560,170 1,776,778 1,784,002
------------ ------------ ------------ ------------
FUND C:
Common trust fund - BancorpSouth Bank income fund - - - 122,565 1,680,256 2,282,783
Mutual funds:
Montag and Caldwell growth fund 89,398 1,401,474 2,085,653 111,176 1,733,309 2,016,727
Fidelity Institutional Short Intermediate
Government Fund 26,255 245,018 247,322 - - -
Vanguard Bond Index 201,525 1,960,142 2,033,383 - - -
Vanguard Intermediate Term Treasury 23,865 245,018 254,636 - - -
------------ ------------ ------------ ------------
3,851,652 4,620,994 3,413,565 4,299,510
------------ ------------ ------------ ------------
FUND E:
Mutual fund - Montag and Caldwell growth fund 126,512 2,140,228 2,951,524 98,964 1,544,701 1,795,216
------------ ------------ ------------ ------------
TOTAL INVESTMENTS $ 38,794,754 111,721,861 $ 34,735,233 66,518,270
============ ============ ============ ============
</TABLE>
<PAGE> 12
The Plan's investments, including investments bought, sold, and held
during the year appreciated (depreciated) in fair value during the years ended
December 31, 1997, 1996 and 1995, respectively, as follows:
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE:
Common Trust and Mutual Funds $ 1,152,868 1,034,286 1,057,099
Common stock of BancorpSouth, Inc. 40,662,070 14,840,969 5,396,989
U.S. Government and agency obligations 1,806 (20,490) 56,510
------------ ------------ ------------
NET APPRECIATION IN FAIR VALUE $ 41,816,744 15,854,765 6,510,598
============ ============ ============
</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, 1997 and 1996 and
changes in net assets available for plan benefits by investment fund for
the years ended December 31, 1997, 1996 and 1995 are as follows:
<PAGE> 13
<TABLE>
<CAPTION
1997
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 FAIR VALUE:
Investment in mutual funds:
Montag and Caldwell growth fund $ - - 2,085,653 - 2,951,524 5,037,177
Fidelity Institutional Short
Intermediate Government Fund - - 247,322 - - 247,322
Vanguard Bond Index - - 2,033,383 - - 2,033,383
Vanguard Intermediate Term Treasury - - 254,636 - - 254,636
Common stock of BancorpSouth, Inc. 102,445,655 - - - - 102,445,655
U.S. Government and agency
obligations - 1,360,170 - - - 1,360,170
Certificates of deposit - 200,000 - - - 200,000
Participant loans 143,518 - - - - 143,518
------------ ------------ ------------ ------------ ------------ ------------
102,589,173 1,560,170 4,620,994 - 2,951,524 111,721,861
Accrued interest and dividends
receivable 476,996 21,596 - - - 498,592
Cash in interest-bearing deposit
accounts and money market accounts 182,810 18,339 46,782 224,335 35,447 507,713
------------ ------------ ------------ ------------ ------------ ------------
TOTAL ASSETS AVAILABLE
FOR PLAN BENEFITS $103,248,979 1,600,105 4,667,776 224,335 2,986,971 112,728,166
============ ============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
1997
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 $ 40,662,070 1,806 592,087 - 560,781 41,816,744
Interest 11,889 100,966 - - - 112,855
Dividends 1,711,723 9,749 130,209 14,901 43,934 1,910,516
------------ ------------ ------------ ------------ ------------ ------------
TOTAL INVESTMENT INCOME 42,385,682 112,521 722,296 14,901 604,715 43,840,115
Contributions:
Employer 1,722,117 108 4,383 - - 1,726,608
Employee - salary deferral 2,210,448 46,085 166,607 7,916 223,167 2,654,223
------------ ------------ ------------ ------------ ------------ ------------
TOTAL CONTRIBUTIONS 3,932,565 46,193 170,990 7,916 223,167 4,380,831
Transfers 209,258 (323,333) (206,472) (37,491) 358,038 -
Benefits paid to participants 2,839,245 320,639 348,816 141,922 58,706 3,709,328
------------ ------------ ------------ ------------ ------------ ------------
NET INCREASE 43,688,260 (485,258) 337,998 (156,596) 1,127,214 44,511,618
Net assets available for plan benefits:
Beginning of year 59,560,719 2,085,363 4,329,778 380,931 1,859,757 68,216,548
------------ ------------ ------------ ------------ ------------ ------------
End of year $103,248,979 1,600,105 4,667,776 224,335 2,986,971 112,728,166
============ ============ ============ ============ ============ ============
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION
1996
NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND FUND
----------------------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E TOTAL
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS, AT FAIR VALUE:
Investments in common trust funds:
Bank of Mississippi income fund $ - - 2,282,783 - - 2,282,783
Investment in mutual 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
============ ============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
1996
CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND 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 61,603 888,593 121,894 726,147 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>
<PAGE> 15
<TABLE>
<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>
Dividend income earned from the investment in stock of BancorpSouth, Inc.
a related party was $1,711,723, $1,473,567 and $1,142,246 in 1997, 1996 and
1995, 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.
<PAGE> 16
(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,
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net assets available for benefits
per the financial statements $112,728,166 68,216,548
Amounts allocated to withdrawing
participants 4,542,590 2,934,312
------------ ------------
Net assets available for benefits as
filed in Form 5500 $108,185,576 65,282,236
============ ============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Benefits paid to participants per
the financial statements $ 3,709,328 1,868,541
Add: Amounts allocated to withdrawing
participants at December 31, 1997 and 1996 4,542,590 2,934,312
Less: Amounts allocated to withdrawing
participants at December 31, 1996 and 1995 (2,934,312) (1,104,490)
------------ ------------
Benefits paid to participants per the
Form 5500 $ 5,317,606 3,698,363
============ ============
</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, 1997
<TABLE>
<CAPTION>
PAR/NUMBER FAIR
ISSUER DESCRIPTION OF SHARES COUPON MATURITY COST VALUE
- ----------------------------- ----------------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
BancorpSouth, Inc.* Common stock 2,168,162 - - $ 31,109,692 102,445,655
Participant loans Loans from 6.500 01/25/98
to 10.000 10/29/02 143,518 143,518
U.S. Government Treasury note 150,000 7.125 09/30/99 149,045 153,563
U.S. Government Federal Home Loan Bank Note 150,000 7.250 10/30/02 150,004 152,437
U.S. Government Agency Federal Home Loan Bank Note 150,000 6.309 11/26/02 150,004 149,954
U.S. Government Agency Federal Home Loan Bank Note 200,000 6.240 12/01/00 200,006 199,500
U.S. Government Agency Federal National Mortgage
Association Note 250,000 6.550 08/10/00 250,317 251,250
U.S. Government Agency Federal National Mortgage
Association Note 350,000 6.650 03/26/01 349,906 350,760
U.S. Government Agency Federal Farm Credit Bank 100,000 7.170 04/03/00 100,382 102,706
BancorpSouth Bank* Certificate of deposit 100,000 5.350 04/08/98 100,000 100,000
FNB Vicksburg Certificate of deposit 100,000 6.000 02/22/98 100,000 100,000
Montag & Caldwell
Growth Fund Mutual fund 215,910 - - 3,541,702 5,037,177
Fidelity Institutional Short
Intermediate Government
Fund Mutual fund 26,255 - - 245,018 247,322
Vanguard Bond Index Mutual fund 201,525 - - 1,960,142 2,033,383
Vanguard Intermediate
Term Treasury Mutual fund 23,865 - - 245,018 254,636
------------ ------------
$ 38,794,754 111,721,861
============ ============
</TABLE>
* Both BancorpSouth and BancorpSouth Bank 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, 1997
<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.* 41 $ 4,296,453 - -
Mutual funds:
Montag and Caldwell
Growth Fund 8 555,000 - -
Fidelity Institutional Short
Intermediate Government Fund 3 245,018 - -
Vanguard Bond Index 3 1,960,142 - -
Vanguard Intermediate Term
Treasury 3 245,018 - -
Government Obligations Fund 360 7,316,499 - -
SALES:
Common Trust Funds:
BancorpSouth Bank*
Income Fund 1 1,680,256 2,300,178 619,921
Mutual Funds:
Montag and Caldwell
Growth Fund 5 366,233 455,000 88,767
Government Obligations Fund 187 8,183,453 8,183,453 -
</TABLE>
* Both BancorpSouth and BancorpSouth Bank 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 30, 1998 /s/ L. Nash Allen, Jr.
L. Nash Allen, Jr.
Treasurer and Chief Financial Officer
<PAGE> 1
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 11, 1998, 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, 1997 and 1996, 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, 1997, which report appears in the December 31, 1997 Annual
Report on Form 10-K, as amended on June 30, 1998, of BancorpSouth, Inc.
/s/ KPMG Peat Marwick LLP
Memphis, Tennessee
June 26, 1998
