<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 1999
REGISTRATION NO. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
--------------------
BANCORPSOUTH, INC.
(Exact Name of Registrant as Specified in Its Charter)
MISSISSIPPI 64-0659571
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
One Mississippi Plaza
Tupelo, Mississippi 38801
(Address of Principal Executive Offices)
--------------------
BANCORPSOUTH, INC.
DIRECTOR STOCK PLAN
(Full Title of the Plan)
Aubrey B. Patterson
Chairman and Chief Executive Officer
BancorpSouth, Inc.
One Mississippi Plaza
Tupelo, Mississippi 38801
(Name and Address of Agent For Service)
(662) 680-2000
(Telephone Number, Including Area Code, of Agent For Service)
--------------------
Copies of All Communications to:
Howard W. Herndon, Esq.
Waller Lansden Dortch & Davis,
A Professional Limited Liability Company
511 Union Street, Suite 2100
Nashville, Tennessee 37219-1760
(615) 244-6380
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED SHARE(1) PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE 100,000 $16.5625 $1,656,250 $460.44
$2.50 PER SHARE
====================================================================================================================
</TABLE>
- ----------
(1) Estimated pursuant to Rule 457(c) solely for purposes of calculating the
amount of the registration fee, based upon the average of the high and low
prices reported on July 30, 1999 as reported on the New York Stock Exchange.
<PAGE> 2
REOFFER PROSPECTUS
100,000 SHARES
BANCORPSOUTH
COMMON STOCK
----------
This prospectus has been prepared for use by non-employee directors of
BancorpSouth, Inc. in connection with the resale of up to an aggregate of
100,000 shares of BancorpSouth common stock, which have been or may be issued
under BancorpSouth's Director Stock Plan.
This prospectus may only be used if a supplement is attached which
contains the names of the selling shareholders and the amount of shares of
BancorpSouth common stock to be reoffered by them.
BancorpSouth will not receive any of the proceeds from the sale of the
shares by the selling shareholders. BancorpSouth will bear all expenses incurred
in connection with the registration of the shares being offered by the selling
shareholders, except that the selling shareholders shall be responsible for all
underwriting discounts and selling commissions, fees and expenses of counsel and
other advisors to the selling shareholders, transfer taxes and related charges
in connection with the offer and sale of these shares.
BancorpSouth's 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 August 3, 1999.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
The Company................................................................3
Use of Proceeds............................................................3
Selling Shareholders.......................................................3
Plan of Distribution.......................................................4
Available Information......................................................4
Incorporation of Certain Information by Reference..........................4
Experts....................................................................5
</TABLE>
2
<PAGE> 4
THE COMPANY
BancorpSouth is incorporated in the State of Mississippi and is a bank
holding company with financial services operations in Mississippi, Tennessee and
Alabama. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, conducts
a commercial banking and trust business through offices located in communities
throughout Mississippi, west Tennessee and portions of Alabama. In addition,
BancorpSouth Bank operates consumer finance, credit life insurance and insurance
agency subsidiaries in Mississippi, Tennessee and Alabama. BancorpSouth Bank has
operated 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, current customers, 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 also offers a wide range of insurance services, both
commercial and personal, through its insurance subsidiaries located in
Mississippi, Tennessee and Alabama.
BancorpSouth's principal office is located at One Mississippi Plaza,
Tupelo, Mississippi 38801 and its telephone number is (662) 680-2000.
USE OF PROCEEDS
BancorpSouth will not receive any proceeds from the sale of shares of
BancorpSouth common stock by the selling shareholders.
SELLING SHAREHOLDERS
The issuance of shares of BancorpSouth common stock under
BancorpSouth's Director Stock Plan has been registered under the Securities Act
of 1933 by a registration statement on Form S-8. This prospectus is to be used
in connection with any resales of BancorpSouth common stock acquired under the
Director Stock Plan by persons who may be considered "affiliates" of
BancorpSouth within the meaning of the Securities Act of 1933.
At the date of this prospectus, BancorpSouth does not know the names of
persons who intend to resell shares of Bancorpsouth common stock under
BancorpSouth's Director Stock Plan. The selling shareholders will be
non-employee directors of BancorpSouth who have been, or may be, granted shares
of BancorpSouth common stock under BancorpSouth's Director Stock Plan during the
period in which they serve as directors. Each of these persons may be considered
"affiliates" of BancorpSouth within the meaning of the Securities Act of 1933.
BancorpSouth will supplement this prospectus with the names of the selling
shareholders and the number of shares of BancorpSouth common stock to be
reoffered by them as that information becomes known.
3
<PAGE> 5
PLAN OF DISTRIBUTION
The shares may be offered by the selling shareholders from time to time
in transactions through the New York Stock Exchange, in negotiated transactions,
through the writing of options on the shares or a combination of these methods
of sale, at prices related to prevailing market prices or at negotiated prices.
The selling shareholders may effect these transactions by selling the shares to
or through broker-dealers and these broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the selling shareholders
and/or the purchaser of the shares for which such broker-dealers may act as
agent or to whom they sell as principal, or both. This compensation as to a
particular broker-dealer might be in excess of customary commissions.
There is no assurance that any of the selling shareholders will sell
any or all of the shares of BancorpSouth common stock offered under this
prospectus.
BancorpSouth has agreed to pay all expenses incurred in connection with
the registration of the shares of BancorpSouth common stock offered under this
prospectus, except that the selling shareholders shall be responsible for all
underwriting discounts and selling commissions, fees and expenses of counsel and
other advisors to the selling shareholders, transfer taxes and related charges
in connection with the offer and sale of these shares.
AVAILABLE INFORMATION
BancorpSouth has filed with the SEC a registration statement on Form
S-8 under the Securities Act of 1933, including any amendments, that registers
the distribution of the shares of BancorpSouth common stock to be issued to the
selling shareholders under BancorpSouth's Director Stock Plan. The registration
statement, including the attached exhibits and schedules, contains additional
relevant information about BancorpSouth, the Director Stock Plan and the
BancorpSouth common stock. The rules and regulations of the SEC allow
BancorpSouth to omit certain information included in the registration statement
from this prospectus.
In addition, BancorpSouth files reports, proxy statements and other
information with the SEC under the Securities Exchange Act of 1934. 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.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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.
4
<PAGE> 6
This prospectus incorporates by reference the following documents with
respect to BancorpSouth (file number: 0-10826):
1. BancorpSouth's annual report on Form 10-K for the year ended
December 31, 1998, and an amendment to the annual report on
Form 10-K/A-1, filed on June 29, 1999, to include financial
statements required by Form 11-K for BancorpSouth'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;
2. BancorpSouth's current report on Form 8-K dated January 6,
1999;
3. BancorpSouth's quarterly report on Form 10-Q for the quarter
ended March 31, 1999;
4. The description of BancorpSouth common stock contained in
BancorpSouth's registration statement on Form 8-A dated May
14, 1997; and
5. The description of BancorpSouth common stock purchase rights
contained in BancorpSouth's registration statement on Form 8-A
dated May 14, 1997.
BancorpSouth incorporates by reference all documents that it will file
with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 between the date of this prospectus and the termination
date of BancorpSouth's Director Stock Plan. 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
(662) 680-2000
Attention: Corporate Secretary.
You can also obtain copies of these documents from the SEC through the
SEC's Internet world wide web site or at the SEC's address described in the
section captioned "AVAILABLE INFORMATION" above.
EXPERTS
The consolidated financial statements of BancorpSouth, Inc. and
subsidiaries as of December 31, 1998 and 1997 and for each of the years in the
three-year period ended December 31, 1998, incorporated in this prospectus by
reference to BancorpSouth's annual report on Form 10-K for the year ended
December 31, 1998 have been incorporated herein by reference in reliance upon
the report of KPMG LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
-------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. BANCORPSOUTH HAS NOT AUTHORIZED ANYONE TO PROVIDE
YOU WITH INFORMATION THAT IS DIFFERENT FROM THE INFORMATION IN THIS DOCUMENT.
THIS PROSPECTUS IS DATED AUGUST 3, 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 BANCORPSOUTH'S DIRECTOR STOCK PLAN SHALL CREATE
ANY IMPLICATION TO THE CONTRARY.
5
<PAGE> 7
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
BancorpSouth Director Stock Plan participants as specified by Rule 428(b)(1)
under the Securities Act of 1933. Such documents need not be filed with the SEC
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act of 1933. These
documents and the documents incorporated by reference in this registration
statement pursuant to Item 3 of Part II of this registration statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
I-1
<PAGE> 8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the SEC by the Registrant (file
number 0-10826) are incorporated herein by reference as of the dates thereof:
(a) The Registrant's annual report on Form 10-K for the year ended
December 31, 1998, and an amendment to the annual report on
Form 10-K/A-1, filed on June 29, 1999, 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;
(b) The Registrant's current report on Form 8-K dated January 6,
1999;
(c) The Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 1999;
(d) The description of the Registrant's common stock contained in
the Registrant's registration statement on Form 8-A, dated May
14, 1997; and
(e) The description of the Registrant's common stock purchase
rights contained in the Registrant's registration statement on
Form 8-A, dated May 14, 1997.
In addition, the Registrant incorporates by reference all documents
that it will file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 between the date of this prospectus and the
termination date of it's Director Stock Plan. 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.
Any statements contained in a document incorporated by reference shall
be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained in this registration
statement, or in any other subsequently filed document which is also
incorporated by reference in this registration statement, modifies or supersedes
that statement. Any statement so modified or superseded shall not be deemed to
constitute a part of this registration statement except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(A) RESTATED ARTICLES OF INCORPORATION AND AMENDED AND RESTATED
BYLAWS.
The Registrant's Restated Articles of Incorporation provide that it
will indemnify, and upon request advance expenses prior to final disposition of
a proceeding to, any person, or the estate or personal representative of any
person, who was or is a party to, or is threatened to be made a party to, any
legal proceeding because he is or was a director, officer, employee or agent of
the Registrant, or is or was serving at the request of the Registrant as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, or other entity, against any liability incurred in that proceeding:
(A) to the full extent permitted by Section 79-4-8.51 of the Mississippi
Business Corporation Act and (B) despite the fact that such person did not meet
the standard of conduct specified in Section 79-4-8.51(a) of the Mississippi
Business Corporation Act or would be disqualified for indemnification under
Section 79-4-8.51(d) of that Act, if a determination is made that (i) the person
seeking indemnity is fairly and reasonably entitled to indemnification in view
of all of the relevant circumstances, and (ii) his acts or omissions did not
constitute gross negligence or willful misconduct. A request for reimbursement
or advancement of expenses prior to
II-1
<PAGE> 9
final disposition of the proceeding must be accompanied by an undertaking to
repay the advances if it is ultimately determined that he did not meet the
requisite standard of conduct but it need not be accompanied by an affirmation
that the person seeking indemnity believed he has met the standard of conduct.
The Registrant's Amended and Restated Bylaws provide that it will
indemnify directors, officers, employees or agents who are a party to any legal
proceeding because he is or was a director, officer, employee or agent of the
Registrant against any expenses or awards in connection therewith if he acted in
good faith and in a manner he reasonably believed to be in the best interest of
the Registrant and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. The Registrant also will indemnify
directors, officers, employees or agents who are a party to any derivative suit
with respect to the Registrant because that person is or was a director,
officer, employee or agent of the Registrant, against expenses incurred in
connection with that action unless he is found to have acted without good faith
and without that degree of care, diligence and skill which ordinarily prudent
men would exercise in similar circumstances and in like positions, unless,
despite such finding of liability, the court determines that he is entitled to
indemnity. The Amended and Restated Bylaws also provide that the Registrant may
(i) advance to the director, officer, employee or agent the expenses incurred in
defending a proceeding upon receipt of an undertaking that he will repay amounts
advanced unless it ultimately is determined that he is entitled to be
indemnified, and (ii) purchase and maintain insurance on behalf of a director,
officer, employee or agent against any liability arising out of acts taken under
the authority commensurate with their position.
(B) MISSISSIPPI BUSINESS CORPORATION ACT.
In addition to the foregoing provisions of the Registrant's Restated
Articles of Incorporation and Amended and Restated Bylaws, directors, officers,
employees and agents of the Registrant and its subsidiaries may be indemnified
by the Registrant pursuant to Sections 79-4-8.50 through 79-4-8.59 of the
Mississippi Business Corporation Act.
(C) INSURANCE.
The Registrant maintains and pays premiums on an insurance policy on
behalf of its officers and directors against liability asserted against or
incurred by such persons in or arising from their capacity as officers or
directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Shares of the Registrant's common stock have been issued under the
Registrant's Director Stock Plan prior to the date on which this registration
statement was filed. Since these shares were not registered at the time they
were issued, they are "restricted securities" for purposes of the Securities Act
of 1933. These restricted securities may be reoffered or resold by non-employee
directors of the Registrant and BancorpSouth Bank, a wholly-owned subsidiary of
the Registrant, pursuant to this registration statement and the attached
prospectus. The Registrant's issuance of the restricted securities was exempt as
a private offering of securities under Section 4(2) of the Securities Act of
1933. Based on case law and interpretive guidance of the SEC, this exemption was
available due to the following facts:
(1) at the time of the offer and issuance, these restricted securities
were offered to a total of 25 individuals, each of whom was a director of the
Registrant and/or its primary subsidiary, BancorpSouth Bank;
(2) each of these individuals had effective access to relevant
information about the Registrant which registration would provide; and
(3) the restricted securities were comprised of a total of 10,512
shares of the Registrant's common stock with an aggregate market value of
$173,448.00 (based on the closing price of the Registrant's common stock on July
30, 1999).
II-2
<PAGE> 10
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
<S> <C>
23.1 Consent of KPMG LLP
24.1 Power of Attorney (included on page II-4)
99.1 Director Stock Plan*
</TABLE>
- ----------------
* 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 in this registration statement.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-3
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tupelo, State of Mississippi, on July 28, 1999.
BANCORPSOUTH, INC.
By: /s/ Aubrey B. Patterson
-------------------------------
Aubrey B. Patterson
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Aubrey B. Patterson and L. Nash Allen,
Jr., and each of them, his true and lawful attorney-in-fact, as agent and with
full power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacity, to sign any or all amendments to this
registration statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agents in full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or be in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Aubrey B. Patterson Chairman of the Board, Chief July 28, 1999
- ------------------------------------- Executive Officer, Director (principal
Aubrey B. Patterson executive officer)
/s/ L. Nash Allen, Jr. Treasurer and Chief Financial July 28, 1999
- ------------------------------------- Officer (principal financial and
L. Nash Allen, Jr. accounting officer)
/s/ Shed H. Davis Director July 28, 1999
- -------------------------------------
Shed H. Davis
/s/ Hassell H. Franklin Director July 28, 1999
- -------------------------------------
Hassell H. Franklin
/s/ Fletcher H. Goode, M.D. Director July 28, 1999
- -------------------------------------
Fletcher H. Goode, M.D.
/s/ W. G. Holliman, Jr. Director July 28, 1999
- -------------------------------------
W. G. Holliman, Jr.
/s/ A. Douglas Jumper Director July 28, 1999
- -------------------------------------
A. Douglas Jumper
/s/ Turner O. Lashlee Director July 28, 1999
- -------------------------------------
Turner O. Lashlee
/s/ Alan W. Perry Director July 28, 1999
- -------------------------------------
Alan W. Perry
/s/ Travis E. Staub Director July 28, 1999
- -------------------------------------
Travis E. Staub
/s/ Dr. Andrew R. Townes Director July 28, 1999
- -------------------------------------
Dr. Andrew R. Townes
/s/ Lowery A. Woodall Director July 28, 1999
- -------------------------------------
Lowery A. Woodall
</TABLE>
II-4
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
<S> <C>
23.1 Consent of KPMG LLP
24.1 Power of Attorney (included on page II-4)
99.1 Director Stock Plan*
</TABLE>
- -------------
* 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 in this registration statement.
<PAGE> 1
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
BancorpSouth, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of BancorpSouth, Inc. of our report dated January 20, 1999, relating
to the consolidated balance sheets of BancorpSouth, Inc. and subsidiaries as of
December 31, 1998 and 1997, and the related consolidated statements of income
and comprehensive income, shareholders' equity, and cash flows of each of the
years in the three-year period ended December 31, 1998, which report appears in
the December 31, 1998 annual report on Form 10-K of BancorpSouth, Inc. and to
the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Memphis, Tennessee
July 30, 1999
