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Filed pursuant to Rule 424(b)(5)
under the Securities Act of 1933.
Registration No. 333-28081
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED
SEPTEMBER 24, 1998
235,000 SHARES
BANCORPSOUTH
COMMON STOCK
---------------
This prospectus supplement relates to the issuance by BancorpSouth,
Inc. of up to a total of 235,000 shares of its common stock, upon the exercise
of stock options granted under BancorpSouth's 1998 Stock Option Plan.
BancorpSouth common stock is listed on the New York Stock Exchange
under the symbol "BXS."
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSIONER HAS APPROVED OR DISAPPROVED OF THE SHARES OF BANCORPSOUTH COMMON
STOCK TO BE ISSUED UNDER THIS PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
SHARES OF BANCORPSOUTH COMMON STOCK ARE NOT SAVINGS OR DEPOSIT ACCOUNTS
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
---------------
The date of this Prospectus is March 9, 1999
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
The Company...........................................................................................S-3
Plan of Distribution..................................................................................S-4
Use of Proceeds.......................................................................................S-4
Description of the Plan...............................................................................S-5
The Plan.....................................................................................S-5
Terms of Options.............................................................................S-5
Federal Income Tax Information...............................................................S-7
Where You Can Find More Information...................................................................S-7
Legal Matters.........................................................................................S-9
Experts...............................................................................................S-9
</TABLE>
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THE COMPANY
BancorpSouth, Inc. is incorporated in Mississippi and is a registered
bank holding company under the Bank Holding Company Act of 1956. BancorpSouth
conducts its operations through its subsidiary, BancorpSouth Bank, and its
banking-related subsidiaries. BancorpSouth Bank conducts a commercial banking
and trust business through, as of December 31, 1998, 157 offices in 77
municipalities or communities in 50 counties throughout Mississippi, west
Tennessee and portions of Alabama. BancorpSouth Bank has operated under the
trade names "Bank of Mississippi" in Mississippi and "Volunteer Bank" in
Tennessee, and recently began operating all of its branches under the name
"BancorpSouth Bank." In addition, BancorpSouth Bank operates consumer finance,
credit life insurance and insurance agency subsidiaries. As of September 30,
1998, BancorpSouth and its subsidiaries had total assets of about $4.36 billion,
deposits of about $3.69 billion and shareholders' equity of about $389.1
million. These amounts do not reflect three recent mergers of bank holding
companies into BancorpSouth, each of which was accounted for as a pooling of
interests. These mergers are described in this section below.
BancorpSouth Bank provides a range of financial services to individuals
and small-to-medium size businesses. Various types of checking accounts, both
interest bearing and non-interest bearing, are available. Savings accounts and
certificates of deposit with a range of maturities and interest rates are
available to meet the needs of customers. Other services include safe deposit
and night depository facilities. Limited 24-hour banking with automated teller
machines is provided in most of its principal markets. BancorpSouth Bank is an
issuing bank for MasterCard, and overdraft protection is available to approved
MasterCard holders maintaining checking accounts with BancorpSouth Bank.
BancorpSouth Bank offers a variety of services through its trust department,
including personal trust and estate services, certain employee benefit accounts
and plans, including individual retirement accounts, and limited corporate trust
functions.
BancorpSouth Bank's lending activities include both commercial and
consumer loans. Loan originations are derived from a number of sources including
real estate broker referrals, mortgage loan companies, direct solicitation by
BancorpSouth Bank's loan officers, present savers and borrowers, builders,
attorneys, walk-in customers and, in some instances, other lenders. BancorpSouth
Bank has established disciplined and systematic procedures for approving and
monitoring loans that vary depending on the size and nature of the loan.
On October 30, 1998, Alabama Bancorp., Inc., a bank holding company
based in Birmingham, Alabama, merged into BancorpSouth. In connection with that
merger, Highland Bank and First Community Bank of The South (which were
subsidiaries of Alabama Bancorp., Inc.) merged into BancorpSouth Bank. Highland
Bank operated seven banking locations in the metropolitan Birmingham, Alabama
area and First Community Bank operated four banking locations in the Fort
Deposit, Alabama area. As of September 30, 1998, Alabama Bancorp., Inc. and its
subsidiaries had total assets of about $275.4 million and total deposits of
about $243.3 million.
On December 4, 1998, Merchants Capital Corporation, a bank holding
company based in Vicksburg, Mississippi, merged into BancorpSouth. In connection
with that merger, Merchants Bank (a wholly-owned subsidiary of Merchants Capital
Corporation)
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merged into BancorpSouth Bank. Merchants Bank operated six banking locations in
the Vicksburg, Mississippi area and a loan production office in Jackson,
Mississippi. As of September 30, 1998, Merchants Capital Corporation and its
subsidiaries had total assets of about $211.4 million and total deposits of
about $173.5 million.
On December 31, 1998, The First Corporation, a bank holding company
based in Opelika, Alabama, merged into BancorpSouth, and The First National Bank
of Opelika (a wholly-owned subsidiary of The First Corporation) merged into
BancorpSouth Bank. The First National Bank of Opelika operated two banking
locations in Opelika, Alabama and one banking location in Auburn, Alabama. As of
September 30, 1998, The First Corporation and its subsidiary had total assets of
about $143.4 million and total deposits of about $121.5 million.
BancorpSouth's principal office is located at One Mississippi Plaza,
Tupelo, Mississippi, 38801 and its telephone number is (601) 680-2000.
PLAN OF DISTRIBUTION
BancorpSouth intends to issue shares of BancorpSouth common stock
pursuant to this Prospectus in connection with the exercise of stock options
granted by BancorpSouth under the BancorpSouth, Inc. 1998 Stock Option Plan (the
"Plan"). BancorpSouth will be responsible for the expenses of such issuance,
other than the exercise price of the options. No commissions, discounts,
concessions or other compensation will be paid to any underwriter or
broker-dealer in connection with such issuance.
The shares of BancorpSouth common stock issued under this Prospectus
and any supplement to this Prospectus may be reoffered by the holders of these
shares from time to time. These transactions may be effected in the
over-the-counter market, in negotiated transactions, through the writing of
options on the shares of BancorpSouth common stock, or a combination of such
methods of sale. The purchase price paid in these transactions may be fixed
prices which may be changed, market prices prevailing at the time of sale,
prices relating to the prevailing market prices or negotiated prices. The
selling stockholders of these shares of BancorpSouth common stock may effect
these transactions by selling their shares of BancorpSouth common stock to or
through broker-dealers. These broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the selling stockholders or
the purchasers of shares from whom such broker-dealer may act as agent or to
whom they may sell as principal or both.
USE OF PROCEEDS
Upon the exercise of options granted under the Plan, BancorpSouth will
receive the exercise price of these options. The exercise price of each of these
options is determined on the date the option is granted under the Plan and,
accordingly, may vary between options granted under the Plan. BancorpSouth
intends to use the proceeds from these option exercises for working capital and
general corporate purposes. BancorpSouth will not receive any of the proceeds
from the resale of any shares of BancorpSouth common stock issued upon exercise
of these options or otherwise under this Prospectus.
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DESCRIPTION OF THE PLAN
THE PLAN
The Plan was established on November 24, 1998 by BancorpSouth in order
to provide options to purchase shares of BancorpSouth common stock to certain
individuals who were employees or directors of organizations which are, or have
been, merged into or acquired by BancorpSouth. Officers and directors of
BancorpSouth are ineligible to receive options under the Plan. Options to
purchase up to an aggregate of 235,000 shares of BancorpSouth common stock may
be granted under the Plan. This number is to be adjusted for any change in the
outstanding shares of BancorpSouth common stock by reason of a BancorpSouth
common stock dividend, combination, recapitalization or reclassification.
BancorpSouth common stock that is allocated to an option under the Plan that
terminates for any reason cannot be used for new options.
The Plan is administered and managed by a committee appointed by
BancorpSouth's Board of Directors. The committee acts in a managerial capacity
with respect to the Plan. BancorpSouth's Board of Directors may amend or
terminate the Plan at any time. However, the shareholders of BancorpSouth must
approve any amendment that allows directors or officers of BancorpSouth to
participate in the Plan. The Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 and is not qualified under
Section 401(a) of the Internal Revenue Code.
TERMS OF OPTIONS
General. The holder of an option granted under the Plan is entitled to
purchase shares of BancorpSouth common stock from BancorpSouth by payment of the
per share exercise price stated in the option. Each option is subject to the
terms and conditions stated in the Plan and in the relevant option agreement.
For options that are granted to replace options held immediately prior to a
merger between a predecessor organization and BancorpSouth, the number of shares
of BancorpSouth common stock that can be acquired is calculated based upon the
number of shares that may be purchased under the replaced option and the
exchange ratio of the transaction with BancorpSouth.
Option Exercise Price. Generally, the exercise price of an option
granted under the Plan to replace a prior option is equivalent to the exercise
price of the prior option. This price is calculated by reference to the exchange
ratio of shares of BancorpSouth common stock for shares of the predecessor
organization capital stock in the applicable merger or similar transaction. The
exercise price of an incentive stock option, as qualified under Section 422 of
the Internal Revenue Code, must be at least 100% of the fair market value of
BancorpSouth common stock on the date of grant (110% for employees who are 10%
shareholders).
Limitations on Incentive Options. Incentive stock options under the Plan
can only be granted to individuals who are employees of BancorpSouth. The value
of the shares subject to an incentive stock option that can be acquired for the
first time in a calendar year cannot exceed $100,000, based on the fair market
value of BancorpSouth common stock on the date of grant. Any option or portion
thereof that is granted in excess of this limit will be treated as a
nonqualified stock option.
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The value of the shares subject to an incentive stock option that can
be acquired for the first time in a calendar year cannot exceed $100,000, based
on the fair market value of BancorpSouth common stock on the date of grant.
Grants in excess of this limit will be treated as having been made under a
nonqualified stock option. This limit is applied under the Plan by reference to
the option granted by the predecessor organization (that is, the option replaced
by an option under the Plan) and the fair market value of that organization's
common stock on the grant date. For incentive stock options that are issued in
replacement of prior incentive stock options, these limitations are applied at
the time that the original option was issued.
Time and Method of Exercise. Options granted under the Plan may be
exercised at any time prior to the applicable date of termination set forth in
the applicable option agreement and the Plan. Individuals may exercise options
by notifying BancorpSouth in writing and tendering payment of the exercise price
in a form that is acceptable to the Plan committee. Amounts received by
BancorpSouth upon the exercise of an option are used for general corporate
purposes. BancorpSouth is required to withhold and pay to the Internal Revenue
Service appropriate income and other taxes upon the exercise of a nonqualified
stock option by an employee of BancorpSouth or its affiliates.
An option may generally be exercised with the assistance of a broker,
which may extend credit to an individual in connection with the exercise in a
manner described under Regulation T of the Securities and Exchange Commission
(the "SEC").
Delivery of BancorpSouth Common Stock. Only whole shares of
BancorpSouth common stock will be issued under the Plan. BancorpSouth or its
transfer agent will deliver newly issued shares of BancorpSouth common stock as
soon as administratively feasible after exercise of an option. No fees or
commissions are charged by BancorpSouth for the issuance of Bancorpsouth common
stock under the Plan.
Termination of Options. Any rights to acquire BancorpSouth common stock
under the Plan are forfeited on the date on which an option terminates. Except
as otherwise stated in an individual's option agreement, nonqualified stock
options and incentive stock options terminate three months after the date that
an individual ceases to be employed by BancorpSouth or any affiliate for any
reason other than death or total disability, unless by its terms the option
sooner terminates or expires. If employment terminates due to death or
disability, the option will terminate at the end of the 12-month period
following such termination (unless by its terms it sooner terminates or
expires).
Transferability. Options granted to an individual under the Plan are
not transferable or assignable, except for transfers by will or the laws of
descent and distribution and, during the individual's lifetime, are exercisable
only by the individual to whom BancorpSouth granted the option.
Liens. The Plan makes no provision for the creation of a lien with
regard to any option under the Plan or BancorpSouth common stock acquired
thereunder.
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FEDERAL INCOME TAX INFORMATION
Generally, an individual will not recognize income on the grant of an
option under the Plan. Tax treatment thereafter depends upon the type of option
involved and the amount of time it has been held:
Incentive Stock Options: Generally, an individual is not subject to tax
on the exercise of an incentive stock option. However, the exercise of an
incentive stock option gives rise to a preference under the federal Alternate
Minimum Tax ("AMT") rules. AMT preferences that exceed limits specified in the
Internal Revenue Code can result in AMT liability in some situations. Otherwise,
taxation is postponed until the individual sells BancorpSouth common stock
acquired through an incentive stock option, provided that the individual holds
the stock for at least two years after the option is granted and one year after
the date of exercise. The individual will be subject to capital gains tax on the
difference between the price paid to exercise the incentive stock option and the
fair market value of the BancorpSouth common stock at the time it is sold. For
incentive stock options exercised after December 31, 2000, a lower capital gains
rate will generally apply if the stock is held for at least five years. However,
if the stock is sold before the end of the mandatory holding period for
incentive stock options, the sale is treated as a "disqualifying disposition"
and the individual is taxed at ordinary income rates on the difference between
the exercise price of the option and the fair market value of BancorpSouth
common stock at the time of sale.
Nonqualified Stock Option: Generally an individual will be taxed at the
time he or she exercises a nonqualified stock option on the difference between
the exercise price and the fair market value of the BancorpSouth common stock at
the time of exercise. This difference is taxed as ordinary compensation income,
and BancorpSouth is obligated to withhold income taxes on this amount of income.
The individual's tax basis in stock acquired through a nonqualified stock option
is the exercise price plus the amount of taxable income that he recognized. Any
gain on the sale of stock acquired through a nonqualified stock option is
subject to capital gains tax treatment. Reduced capital gains rates apply if the
stock is held for at least 12 months after exercise. For nonqualified stock
options exercised after December 31, 2000, a further rate reduction applies if
the stock is held for five years.
BancorpSouth is entitled to a tax deduction on the amount of ordinary
income that the individual recognizes on the exercise of a nonqualified stock
option, or upon the disqualifying disposition of stock acquired through an
incentive stock option. BancorpSouth does not obtain a tax deduction upon the
grant of an option or the exercise of an incentive stock option.
WHERE YOU CAN FIND MORE INFORMATION
BancorpSouth has filed with the SEC under the Securities Act of 1933 a
Registration Statement on Form S-4 and a Post-Effective Amendment No. 5 on Form
S-4 to that Registration Statement. The Registration Statement and
Post-Effective Amendment, including the attached exhibits and schedules, contain
additional relevant information about BancorpSouth and the BancorpSouth common
stock. The rules and regulations of the SEC allow BancorpSouth to omit certain
information included in the Registration Statement and Post-Effective Amendment
from this Prospectus.
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In addition, BancorpSouth files reports, proxy statements and other
information with the SEC under the Securities Exchange Act of 1934, as amended.
You may read and copy this information at the following locations of the SEC:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
</TABLE>
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet world wide web site that contains reports, proxy
statements and other information about issuers, like BancorpSouth, which file
electronically with the SEC. The address of that site is http://www.sec.gov. You
can also inspect reports, proxy statements and other information about
BancorpSouth at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
The SEC allows BancorpSouth to "incorporate by reference" information
into this Prospectus from documents that BancorpSouth has previously filed with
the SEC. This means that BancorpSouth can disclose important information to you
by referring you to another document filed separately with the SEC. These
documents contain important information about BancorpSouth and its financial
condition. The information incorporated by reference is considered to be a part
of this Prospectus, except for any information that is superseded by other
information that is set forth directly in this document.
This Prospectus incorporates by reference the following documents with
respect to BancorpSouth:
1. BancorpSouth's Annual Report on Form 10-K for the year ended
December 31, 1997;
2. BancorpSouth's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;
3. BancorpSouth's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998;
4. BancorpSouth's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998;
5. BancorpSouth's Current Report on Form 8-K dated May 18, 1998;
6. BancorpSouth's Current Report on Form 8-K dated July 10, 1998;
7. BancorpSouth's Current Report on Form 8-K dated September 3,
1998;
8. BancorpSouth's Current Report on Form 8-K dated January 6,
1998;
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9. The description of BancorpSouth common stock contained in
BancorpSouth's Registration Statement on Form 8-A dated May
14, 1997; and
10. The description of BancorpSouth Rights contained in
BancorpSouth's Registration Statement on Form 8-A dated May
14, 1997.
BancorpSouth incorporates by reference additional documents that
BancorpSouth may file with the SEC between the date of this Prospectus and the
date on which this offering is terminated. These documents include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements.
You can obtain copies of the documents incorporated by reference in
this Prospectus with respect to BancorpSouth without charge, excluding any
exhibits to those documents unless the exhibit is specifically incorporated by
reference as an exhibit in this Prospectus, by requesting them in writing or by
telephone from BancorpSouth at the following:
BancorpSouth, Inc.
One Mississippi Plaza
Tupelo, Mississippi 38801
(601) 680-2000
Attention: Secretary.
You should rely only on the information contained in or incorporated by
reference in this Prospectus in considering whether or not to invest in the
securities described in this document. BancorpSouth has not authorized anyone to
provide you with information that is different from the information in this
document. This Prospectus is dated February 23, 1999. You should not assume that
the information contained in this document is accurate as of any date other than
that date. Neither the delivery of this Prospectus nor the issuance of
BancorpSouth common stock under this Prospectus shall create any implication to
the contrary.
LEGAL MATTERS
Riley, Ford, Caldwell & Cork, P.A., Tupelo, Mississippi, counsel to
BancorpSouth, will pass upon the validity of the shares of BancorpSouth common
stock to be issued under this Prospectus.
EXPERTS
The Consolidated Financial Statements of BancorpSouth as of December
31, 1997 and 1996, and for each of the years in the three-year period ended
December 31, 1997, have been incorporated by reference in this Prospectus and in
the Registration Statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of such firm as experts in accounting and auditing.
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PROSPECTUS
15,000,000 SHARES
BANCORPSOUTH
COMMON STOCK
---------------
BancorpSouth, Inc. may from time to time offer shares of its common
stock in an aggregate amount of up to 15,000,000 shares, on terms and at prices
to be determined at the time of such offerings and set forth in one or more
supplements to this Prospectus. BancorpSouth is a Mississippi corporation and a
bank holding company registered under the Bank Holding Company Act of 1956, as
amended.
Shares of BancorpSouth common stock are to be offered directly by
BancorpSouth in connection with the acquisition of, or business combination
with, certain banking or savings institutions. The specific terms under which
shares of BancorpSouth common stock are being offered in connection with the
delivery of this Prospectus will be set forth in the applicable supplement and
will include the specific number of shares of BancorpSouth common stock and the
issuance price per share. BancorpSouth common stock may not be sold through this
Prospectus without delivery of the applicable supplement.
BancorpSouth common stock is listed on the New York Stock Exchange
under the symbol "BXS."
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSIONER HAS APPROVED OR DISAPPROVED OF THE SHARES OF BANCORPSOUTH COMMON
STOCK TO BE ISSUED UNDER THIS PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
SHARES OF BANCORPSOUTH COMMON STOCK ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
---------------
The date of this Prospectus is September 24, 1998
<PAGE> 11
THE COMPANY
BancorpSouth, Inc. ("BancorpSouth") is a bank holding company with
financial services operations in Mississippi and Tennessee. BancorpSouth Bank, a
wholly-owned subsidiary of BancorpSouth, conducts a commercial banking and trust
business through offices located in communities throughout Mississippi and West
Tennessee. In addition, BancorpSouth Bank operates consumer finance, credit life
insurance and insurance agency subsidiaries. BancorpSouth Bank operates under
the trade names "Bank of Mississippi" in Mississippi and "Volunteer Bank" in
Tennessee.
BancorpSouth, through its subsidiaries, provides a range of financial
services to individuals and small-to-medium size businesses. Various types of
checking accounts, both interest bearing and non-interest bearing, are
available. Savings accounts and certificates of deposit with a range of
maturities and interest rates are available to meet the needs of customers.
Other services include safe deposit and night depository facilities. Limited
24-hour banking with automated teller machines is provided in most of its
principal markets. BancorpSouth Bank is an issuing bank for MasterCard, and
overdraft protection is available to approved MasterCard holders maintaining
checking accounts with BancorpSouth Bank.
BancorpSouth offers a variety of services through the trust department
of BancorpSouth Bank, including personal trust and estate services, certain
employee benefit accounts and plans, including individual retirement accounts,
and limited corporate trust functions.
BancorpSouth's lending activities include both commercial and consumer
loans. Loan originations are derived from a number of sources including real
estate broker referrals, mortgage loan companies, direct solicitation by
BancorpSouth's loan officers, present savers and borrowers, builders, attorneys,
walk-in customers and, in some instances, other lenders. BancorpSouth has
established disciplined and systematic procedures for approving and monitoring
loans that vary depending on the size and nature of the loan.
BancorpSouth's principal office is located at One Mississippi Plaza,
Tupelo, Mississippi, 38801 and its telephone number is (601) 680-2000.
AVAILABLE INFORMATION
BancorpSouth has filed a Registration Statement on Form S-4, including
amendments thereto, if any, with respect to BancorpSouth common stock (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC"). This Prospectus and any accompanying supplement do not contain all of
the information set forth in the Registration Statement and the exhibits and
schedules thereto. Statements contained in this Prospectus as to the contents of
any contract or other document referred to are not necessarily complete and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement or as previously filed with
the SEC and incorporated herein by reference. For further information with
respect to BancorpSouth and BancorpSouth common stock, reference is made to such
Registration Statement, exhibits and schedules.
BancorpSouth is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the SEC.
The Registration Statement, as well as such reports, proxy statements and other
information, may be inspected and copied at prescribed rates at the public
reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional offices
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and
Seven World Trade Center, Suite 1300, New York, New York 10048. You
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<PAGE> 12
can obtain information about the operation of the SEC's Public Reference Room by
calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC at
http://www.sec.gov. BancorpSouth common stock is listed on The New York Stock
Exchange, Inc., and such reports, proxy statements and other information may be
inspected at the offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents or portions of documents filed by BancorpSouth
with the SEC are incorporated herein by reference:
1. BancorpSouth's Annual Report on Form 10-K for the year ended
December 31, 1997;
2. BancorpSouth's Quarterly Report on Form 10-Q for the three months ended
March 31, 1998;
3. BancorpSouth's Quarterly Report on Form 10-Q for the three months ended
June 30, 1998;
4. BancorpSouth's Current Report on Form 8-K dated May 18, 1998;
5. BancorpSouth's Current Report on Form 8-K dated July 10, 1998;
6. BancorpSouth's Current Report on Form 8-K dated September 3, 1998;
7. The description of BancorpSouth common stock contained in
BancorpSouth's Registration Statement on Form 8-A, dated May 14, 1997;
and
8. The description of BancorpSouth common stock purchase rights contained
in BancorpSouth's Registration Statement on Form 8-A, dated May
14, 1997.
All documents filed by BancorpSouth pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus shall
be deemed to be incorporated by reference into this Prospectus. 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 supersede 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.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. A copy of these documents is available
upon written or oral request, at no charge, from Cathy S. Freeman, Vice
President and Corporate Secretary, BancorpSouth, Inc., One Mississippi Plaza,
Tupelo, Mississippi 38801, (601) 680-2000.
LEGAL MATTERS
The validity of the shares of BancorpSouth common stock to be offered
hereunder will be passed upon by Waller Lansden Dortch & Davis, A Professional
Limited Liability Company, Nashville, Tennessee, special counsel to
BancorpSouth. Certain matters concerning this offering will be passed upon on
behalf of BancorpSouth by Riley, Ford, Caldwell & Cork, P.A., Tupelo,
Mississippi.
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EXPERTS
The Consolidated Financial Statements of BancorpSouth, as of December
31, 1997 and 1996, and for each of the years in the three-year period ended
December 31, 1997, have been incorporated by reference in this Prospectus and in
the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of such firm as experts in accounting and auditing.
4
