<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, 1998 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 (662) 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, 1999, was approximately $869,667,000 based
on the closing sale price as reported on the New York Stock Exchange on January
31, 1999.
On March 18, 1999, the Registrant had outstanding 55,942,375 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 27, 1999 are incorporated
by reference into Part III of this Report.
EXPLANATORY NOTE
This amendment on Form 10-K/A amends the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998 to include financial statements
required by Form 11-K for the Registrant's Amended and Restated Salary Deferral
- - Profit Sharing Employee Stock Ownership Plan, in accordance with Rule 15(d)-21
under the Securities Exchange Act of 1934, as amended, and to reflect certain
changes to the list of exhibits in Item 14 of Part IV of such 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 as an appendix to this
report:
BancorpSouth, Inc. Amended and Restated Salary
Deferral-Profit Sharing Employee Stock Ownership Plan
Financial Statements and Schedules at December 31,
1998 and 1997 and for the years ended December 31,
1996, 1997 and 1998.
(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 Common Stock Certificate.(3)
(10) (a) 1998 Directors Stock Plan.(2)(8)
(b) Form of deferred compensation agreement between
Bancorp of Mississippi, Inc. and certain key
executives.(3)(7)
(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.(5)(8)
(f) Stock Bonus Agreement between BancorpSouth, Inc. and
Aubrey B. Patterson, Jr., dated January 20, 1998 and
Escrow Agreement between BancorpSouth Bank and
Aubrey B. Patterson, Jr., dated March 20,
1998.(6)(8)
(g) Information regarding Bancorp of Mississippi, Inc.,
Amended and Restated Salary Deferral-Profit Sharing
Employee Stock Ownership Plan.(7)(8)
(11) Statement re computation of per share earnings.(2)
(21) Subsidiaries of the Registrant.(2)
(23.1) Consent of Independent Accountants.(2)
(23.2) Consent of Independent Accountants.
(27) Financial Data Schedule.(2)
--------------------
(1) Filed as exhibits 3.1 and 3.2 to the Registrant's
registration statement on Form S-4 filed on January 6, 1995
(Registration No. 33-88274) and incorporated by reference
thereto.
(2) Filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998 (file number
0-10826), and incorporated by reference thereto
<PAGE> 4
(3) Filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the three months ended March 31, 1998 (file
number 0-10826), and incorporated by reference thereto.
(4) Filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1988 (file number
0-10826), and incorporated by reference thereto.
(5) Filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995 (file number
0-1-826), and incorporated by reference thereto.
(6) Filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997 (file number
0-10826), and incorporated by reference thereto.
(7) Filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990 (file number
0-10826), and incorporated by reference thereto.
(8) Compensatory plans or arrangements.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended
December 31, 1998.
<PAGE> 5
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Financial Statements and Schedules
December 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE> 6
[KPMG LETTERHEAD]
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. Amended and Restated Salary Deferral - Profit
Sharing Employee Stock Ownership Plan as of December 31, 1998 and 1997, 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, 1998. 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. Amended and Restated Salary Deferral - Profit Sharing
Employee Ownership Plan at December 31, 1998 and 1997, and the changes in net
assets available for plan benefits for each of the years in the three-year
period ended December 31, 1998, 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 1998
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG LLP
Memphis, Tennessee
May 7, 1999
<PAGE> 7
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Investments, at fair value (note 3):
Investment in mutual funds:
Montag and Caldwell Growth Fund $ 6,631,557 5,037,177
Fidelity Institutional Short Intermediate Government Fund 253,084 247,322
Vanguard Bond Index 2,109,425 2,033,383
Vanguard Intermediate Term Treasury 270,826 254,636
Common stock of BancorpSouth, Inc. 77,210,023 102,445,655
U.S. Government and agency obligations 1,357,123 1,360,170
Certificates of deposit -- 200,000
Participant loans 107,759 143,518
------------ -----------
87,939,797 111,721,861
Accrued interest and dividends receivable 530,168 498,592
Cash in interest-bearing deposit accounts and
money market accounts 485,482 507,713
------------ -----------
Net assets available for plan benefits $ 88,955,447 112,728,166
============ ===========
</TABLE>
See accompanying notes to financial statements
2
<PAGE> 8
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1998, 1997, and 1996
<TABLE>
<CAPTION>
1998 1997 1996
------------- ----------- ----------
<S> <C> <C> <C>
Investment income:
Net appreciation (depreciation) in fair value of
investments (note 3) $ (24,301,416) 41,816,744 15,854,765
Interest 93,187 112,855 138,332
Dividends 2,339,333 1,910,516 1,511,292
------------- ----------- ----------
Total investment income (loss) (21,868,896) 43,840,115 17,504,389
------------- ----------- ----------
Contributions:
Employer 1,925,292 1,726,608 1,650,516
Employee - salary deferral 2,862,527 2,654,223 2,539,285
Rollover (note 6) -- -- 1,909,565
------------- ----------- ----------
Total contributions 4,787,819 4,380,831 6,099,366
------------- ----------- ----------
(17,081,077) 48,220,946 23,603,755
Benefits paid to participants 6,691,642 3,709,328 1,868,541
------------- ----------- ----------
Net increase (decrease) (23,772,719) 44,511,618 21,735,214
Net assets available for plan benefits:
Beginning of year 112,728,166 68,216,548 46,481,334
------------- ----------- ----------
End of year $ 88,955,447 112,728,166 68,216,548
============= =========== ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 9
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(1) DESCRIPTION OF PLAN
The following description of the BancorpSouth, Inc. Amended and Restated
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.
Fund E - An equity fund investing in corporations not
affiliated with the Company.
4 (Continued)
<PAGE> 10
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1998 and 1997
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.
(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,
which approximates fair value.
5 (Continued)
<PAGE> 11
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1998 and 1997
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. The Plan has been amended since
receiving the determination letter. However, the plan
administrator and the Plan's legal counsel believe that the plan
is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. 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.
6 (Continued)
<PAGE> 12
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(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>
1998 1997
------------------------------------ ------------------------------------
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. 4,274,485 $31,959,871 77,210,023 4,336,324 $31,109,692 102,445,655
Participant loans -- 107,759 107,759 -- 143,518 143,518
----------- ---------- ----------- -----------
32,067,630 77,317,782 31,253,210 102,589,173
----------- -----------
Fund B:
U.S. Government Securities - treasury notes 150,000 149,045 152,672 150,000 149,045 153,563
U.S. Government Agencies:
Federal Farm Credit Bank notes 100,000 100,382 102,594 100,000 100,382 102,706
Federal Home Loan Bank notes 750,000 750,016 754,330 500,000 500,014 501,891
Federal National Mortgage Association notes 350,000 350,000 347,527 600,000 600,223 602,010
Time deposits:
BancorpSouth Bank certificates of deposit -- -- -- 100,000 100,000 100,000
Other certificates of deposit -- -- -- 100,000 100,000 100,000
----------- ---------- ----------- -----------
1,349,462 1,357,123 1,549,664 1,560,170
----------- -----------
Fund C:
Common trust fund - BancorpSouth Bank income fund
Mutual funds:
Montag and Caldwell growth fund 77,593 1,248,277 2,316,152 89,398 1,401,474 2,085,653
Fidelity Institutional Short Intermediate
Government Fund 26,781 250,018 253,084 26,255 245,018 247,322
Vanguard Bond Index 205,397 2,000,142 2,109,425 201,525 1,960,142 2,033,383
Vanguard Intermediate Term Treasury 24,311 250,018 270,826 23,865 245,018 254,636
----------- ---------- ----------- -----------
3,748,455 4,949,487 3,851,652 4,620,994
----------- ---------- ----------- -----------
Fund E:
Mutual fund - Montag and Caldwell growth fund 144,570 2,638,862 4,315,405 126,512 2,140,228 2,951,524
----------- ---------- ----------- -----------
Total investments $39,804,409 87,939,797 $38,794,754 111,721,861
=========== ========== =========== ===========
</TABLE>
7 (Continued)
<PAGE> 13
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1998 and 1997
The Plan's investments, including investments bought, sold, and held
during the year appreciated (depreciated) in fair value during the years
ended December 31, 1998, 1997 and 1996, respectively, as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------- ---------- ----------
<S> <C> <C> <C>
Net appreciation (depreciation) in fair value:
Common trust and mutual funds $ 1,486,228 1,152,868 1,034,286
Common stock of BancorpSouth, Inc. (25,784,562) 40,662,070 14,840,969
U.S. Government and agency obligations (3,082) 1,806 (20,490)
------------- ---------- ----------
Net appreciation in fair value $ (24,301,416) 41,816,744 15,854,765
============= ========== ==========
</TABLE>
The Company had a two-for-one stock split on May 15, 1998. 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, 1998 and 1997 and
changes in net assets available for plan benefits by investment fund for
the years ended December 31, 1998, 1997 and 1996 are as follows:
8 (Continued)
<PAGE> 14
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998
-------------------------------------------------------------------------------
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 $ -- -- 2,316,151 -- 4,315,406 6,631,557
Fidelity Institutional Short Intermediate
Government Fund -- -- 253,084 -- -- 253,084
Vanguard Bond Index -- -- 2,109,425 -- -- 2,109,425
Vanguard Intermediate Term Treasury -- -- 270,826 -- -- 270,826
Common stock of BancorpSouth, Inc. 77,210,023 -- -- -- -- 77,210,023
U.S. Government and agency obligations -- 1,357,123 -- -- -- 1,357,123
Participant loans 107,759 -- -- -- -- 107,759
------------- ---------- ---------- ---------- ---------- ------------
77,317,782 1,357,123 4,949,486 -- 4,315,406 87,939,797
Accrued interest and dividends receivable 512,938 17,230 -- -- -- 530,168
Cash in interest-bearing deposit accounts
and money market accounts 97,715 47,364 87,592 182,594 70,217 485,482
------------- ---------- ---------- ---------- ---------- ------------
Total assets available
for plan benefits $ 77,928,435 1,421,717 5,037,078 182,594 4,385,623 88,955,447
============= ========== ========== ========== ========== ============
<CAPTION>
1998
-------------------------------------------------------------------------------
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 $ (25,784,562) (3,082) 598,240 -- 887,988 (24,301,416)
Interest 9,687 83,500 -- -- -- 93,187
Dividends 1,952,306 10,300 232,401 10,706 133,620 2,339,333
------------- ---------- ---------- ---------- ---------- ------------
Total investment income (loss) (23,822,569) 90,718 830,641 10,706 1,021,608 (21,868,896)
------------- ---------- ---------- ---------- ---------- ------------
Contributions:
Employer 1,925,292 -- -- -- -- 1,925,292
Employee - salary deferral 2,481,921 28,249 136,170 4,544 211,643 2,862,527
------------- ---------- ---------- ---------- ---------- ------------
Total contributions 4,407,213 28,249 136,170 4,544 211,643 4,787,819
------------- ---------- ---------- ---------- ---------- ------------
Transfers 102,388 (182,896) (174,732) (38,608) 293,848 --
Benefits paid to participants 6,007,576 114,459 422,777 18,383 128,447 6,691,642
------------- ---------- ---------- ---------- ---------- ------------
Net increase (decrease) (25,320,544) (178,388) 369,302 (41,741) 1,398,652 (23,772,719)
Net assets available for plan benefits:
Beginning of year 103,248,979 1,600,105 4,667,776 224,335 2,986,971 112,728,166
------------- ---------- ---------- ---------- ---------- ------------
End of year $ 77,928,435 1,421,717 5,037,078 182,594 4,385,623 88,955,447
============= ========== ========== ========== ========== ============
</TABLE>
9
<PAGE> 15
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1998 and 1997
<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
============ ========== ========== ========== =========== ===========
<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>
10
<PAGE> 16
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1998 and 1997
<TABLE>
<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 61,603 888,593 121,894 726,147 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>
11
<PAGE> 17
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1998 and 1997
Dividend income earned from the investment in stock of BancorpSouth,
Inc., a related party, was $1,952,306, $1,711,723 and $1,473,567 in 1998,
1997 and 1996, 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.
12 (Continued)
<PAGE> 18
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(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,
----------------------------
1998 1997
----------- -----------
<S> <C> <C>
Net assets available for benefits
per the financial statements $88,955,447 112,728,166
Amounts allocated to withdrawing
participants 1,013,865 4,542,590
----------- -----------
Net assets available for benefits as
filed in Form 5500 $87,941,582 108,185,576
=========== ===========
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
1998 1997
----------- ---------
<S> <C> <C>
Benefits paid to participants per
the financial statements $ 6,691,642 3,709,328
Add: Amounts allocated to withdrawing
participants at December 31, 1998 and 1997 1,013,865 4,542,590
Less: Amounts allocated to withdrawing
participants at December 31, 1997 and 1996 (4,542,590) (2,934,312)
----------- ---------
Benefits paid to participants per the
Form 5500 $ 3,162,917 5,317,606
=========== =========
</TABLE>
13
<PAGE> 19
Schedule 1
BANCORPSOUTH, INC. AMENDED AND RESTATED
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, 1998
<TABLE>
<CAPTION>
PAR/NUMBER FAIR
ISSUER DESCRIPTION OF SHARES COUPON MATURITY COST VALUE
------ ----------- --------- ------ -------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
BancorpSouth, Inc.* Common stock 4,274,485 -- -- $31,959,871 77,210,023
Participant loans Loans -- 6.50- 03/31/99-
10.00 12/04/03 107,759 107,759
U.S. Government Treasury note 150,000 7.125 09/30/99 149,045 152,672
U.S. Government Agency Federal Home Loan Bank Note 150,000 7.25 10/30/02 150,004 151,032
U.S. Government Agency Federal Home Loan Bank Note 150,000 6.309 11/26/02 150,004 151,359
U.S. Government Agency Federal Home Loan Bank Note 200,000 6.06 05/05/03 200,006 201,626
U.S. Government Agency Federal Home Loan Bank Note 250,000 6.03 09/24/04 250,002 250,313
U.S. Government Agency Federal National Mortgage
Association Note 200,000 6.55 04/21/05 200,015 200,248
U.S. Government Agency Federal National Mortgage
Association Note 150,000 5.00 11/05/03 150,004 147,279
U.S. Government Agency Federal Farm Credit Bank 100,000 7.17 04/03/00 100,382 102,594
Montag & Caldwell
Growth Fund Mutual fund 222,163 -- -- 3,887,139 6,631,557
Fidelity Institutional Short
Intermediate Government Fund Mutual fund 26,781 -- -- 250,018 253,084
Vanguard Bond Index Mutual fund 205,397 -- -- 2,000,142 2,109,425
Vanguard Intermediate
Term Treasury Mutual fund 24,311 -- -- 250,018 270,826
</TABLE>
*Both BancorpSouth and BancorpSouth Bank are parties-in-interest to the Plan.
See accompanying independent auditors' report.
14
<PAGE> 20
SCHEDULE 2
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1998
<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.* 20 $ 2,025,651 -- --
Mutual funds:
Montag and Caldwell Growth Fund 5 410,000 -- --
Fidelity Institutional Short Intermediate
Government Fund 1 5,000 -- --
Vanguard Bond Index 1 40,000 -- --
Vanguard Intermediate Term Treasury 1 5,000 -- --
Government Obligations Fund 292 9,257,333 -- --
Sales:
Common stock of BancorpSouth, Inc. 1 216,250 517,500 301,250
Mutual Funds:
Montag and Caldwell Growth Fund 7 265,710 455,000 189,290
Government Obligations Fund 181 9,151,591 9,151,591 --
</TABLE>
*Both BancorpSouth and BancorpSouth Bank are parties-in-interest to the Plan.
See accompanying independent auditors' report.
15
<PAGE> 21
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 29, 1999 /s/ L. Nash Allen, Jr.
----------------------
L. Nash Allen, Jr.
Treasurer and Chief Financial Officer
<PAGE> 1
EXHIBIT 23.2
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. Amended and Restated Salary Deferral
Profit Sharing Employee Stock Ownership Plan of our report dated May 7, 1999,
relating to the statements of net assets available for plan benefits of
BancorpSouth, Inc. Amended and Restated Salary Deferral - Profit Sharing
Employee Stock Ownership Plan as of December 31, 1998 and 1997, 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, 1998, which report appears in the
December 31, 1998 Annual Report on Form 10-K, as amended on June 30, 1999, of
BancorpSouth, Inc.
/s/ KPMG LLP
Memphis, Tennessee
June 28, 1999
