<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BANCORPSOUTH, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
-------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:_________
(2) Aggregate number of securities to which transaction applies:____________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): ____________
(4) Proposed maximum aggregate value of transaction: _______________________
(5) Total fee paid: ________________________________________________________
Fee paid previously with preliminary materials: ____________________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: _______________________________________________
(2) Form, Schedule or Registration Statement No.: _________________________
(3) Filing Party: _________________________________________________________
(4) Date Filed: ___________________________________________________________
<PAGE> 2
[BANCORPSOUTH LOGO]
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38801
March 29, 1999
TO THE SHAREHOLDERS OF
BANCORPSOUTH, INC.
On Tuesday, April 27, 1999, at 7:00 p.m. (Central Time), the annual meeting
of shareholders of BancorpSouth, Inc. will be held at the Ramada Inn Convention
Center, 854 North Gloster Street, Tupelo, Mississippi. Dinner will be served. I
trust that you will make every effort to attend and participate in the business
of the meeting.
Please read our enclosed Annual Report to Shareholders and Proxy Statement
for the 1999 annual meeting of shareholders. Whether you plan to attend the
meeting or not, I urge you to vote your shares as soon as possible to assure
your representation at the meeting.
For your convenience you can vote your shares by: (i) touch-tone telephone,
or (ii) completing, signing, dating and returning the enclosed proxy card.
Instructions regarding both methods of voting are contained in the Proxy
Statement and on the enclosed proxy card. If you attend the meeting, you may
withdraw your proxy and vote your shares personally.
If you plan to attend the dinner portion of the meeting, please be sure to
complete and return the enclosed reservation card.
Sincerely,
/s/ Aubrey B. Patterson
AUBREY B. PATTERSON
Chairman of the Board
and Chief Executive Officer
Enclosures:
1. Proxy Card and Business Reply Envelope
2. Meeting Reservation Card
3. Annual Report
YOUR VOTE IS IMPORTANT . . . VOTE YOUR SHARES VIA TOUCH-TONE
TELEPHONE OR COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD PROMPTLY.
<PAGE> 3
[BANCORPSOUTH LOGO]
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38801
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 27, 1999
TO THE SHAREHOLDERS OF
BANCORPSOUTH, INC.
The annual meeting of shareholders of BancorpSouth, Inc. will be held on
Tuesday, April 27, 1999, at 7:00 p.m. (Central Time) at the Ramada Inn
Convention Center, 854 North Gloster Street, Tupelo, Mississippi, for the
following purposes:
(1) To elect four Class II directors;
(2) To ratify the appointment of the accounting firm of KPMG LLP as
independent auditors of BancorpSouth, Inc. and its subsidiaries for the
year ending December 31, 1999; and
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on March 12, 1999 as
the record date for determining shareholders entitled to notice of and to vote
at the meeting.
By order of the Board of Directors,
/s/ Aubrey B. Patterson
AUBREY B. PATTERSON
Chairman of the Board
and Chief Executive Officer
March 29, 1999
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, TO ASSURE THE
PRESENCE OF A QUORUM, PLEASE VOTE YOUR SHARES VIA TOUCH-TONE TELEPHONE OR
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. IF YOU ATTEND
THE MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME
BEFORE THE PROXY IS EXERCISED.
<PAGE> 4
[BANCORPSOUTH LOGO]
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38801
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of BancorpSouth, Inc. (the "Company"), to be
voted at the Company's annual meeting of shareholders to be held at the Ramada
Inn Convention Center, 854 North Gloster Street, Tupelo, Mississippi, on April
27, 1999, at 7:00 p.m. (Central Time), for the purposes set forth in the
accompanying notice, and at any adjournment thereof. This Proxy Statement and
the accompanying form of proxy card are first being sent to shareholders on or
about March 29, 1999.
If your proxy is properly given and not revoked, it will be voted in
accordance with the instructions, if any, given by the shareholder, and if no
instructions are given, it will be voted (i) "FOR" the election as directors of
the nominees listed in this Proxy Statement, (ii) "FOR" ratification of the
appointment of the accounting firm of KPMG LLP as independent auditors of the
Company and its subsidiaries for the year ending December 31, 1999 and (iii) in
accordance with the recommendations of the Board of Directors on any other
proposal that may properly come before the annual meeting.
Shareholders are encouraged to vote their proxies either by (i) touch-tone
telephone or (ii) completing, signing, dating and returning the enclosed proxy
card, but NOT by both methods. If you do vote by both methods, only the last
vote that is submitted will be counted and each previous vote will be
disregarded. Shareholders who vote by proxy using either method before the
annual meeting have the right to revoke the proxy at any time before it is
exercised, by written request to the Company or by voting a proxy at a later
date. The grant of a proxy will not affect the right of any shareholder to
attend the meeting and vote in person.
Pursuant to the Mississippi Business Corporation Act and the Company's
governing documents, a proxy voted by touch-tone telephone has the same validity
as one voted by mail. In order to vote by touch-tone telephone, shareholders
need the ten-digit Control Number found on their proxy card. To vote by
touch-tone telephone, call 1-800-250-9081, enter the ten-digit Control Number
and follow the simple instructions to vote on the proposals described in this
Proxy Statement and on the proxy card. This toll-free call can be made at
anytime up until 4:00 p.m. (Central Time) on April 26, 1999, the day prior to
the annual meeting, and should not require more than a few minutes to complete.
To vote your proxy by mail, please complete, sign, date and return the enclosed
proxy card.
The close of business on March 12, 1999 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at this
year's annual meeting. As of such date, the Company had 500,000,000 authorized
shares of common stock, $2.50 par value (the "Common Stock"), of which
55,942,375 shares were outstanding and entitled to vote. The Common Stock is the
Company's only outstanding voting stock.
Information in this Proxy Statement about share amounts and share prices of
Common Stock have been adjusted to give effect to a two-for-one stock split,
effected in the form of a 100% stock dividend paid on May 15, 1998.
PROPOSAL 1: ELECTION OF DIRECTORS
INTRODUCTION
The Articles of Incorporation of the Company provide that the Board of
Directors shall be divided into three classes of as nearly equal size as
possible. Approximately one-third of the directors are elected each year. The
Board of Directors has nominated the four individuals named below under the
caption "Class II Nominees" for election as directors to serve until the annual
meeting of shareholders in 2002 or until their earlier retirement in
<PAGE> 5
accordance with the policy of the Board of Directors. The policy provides that a
director shall retire at age 65 unless he or she continues to be actively
engaged in his or her primary occupation, in which event he or she shall retire
at age 70. Each nominee has consented to be a candidate and to serve, if
elected.
Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present. The
holders of Common Stock do not have cumulative voting rights with respect to the
election of directors. Consequently, each shareholder may cast one vote per
share for each nominee.
Unless a proxy shall specify otherwise, the persons named in the proxy shall
vote the shares covered thereby for the nominees listed below. Should any
nominee become unavailable for election, shares covered by a proxy will be voted
for a substitute nominee selected by the current Board of Directors.
CLASS II NOMINEES
The following table shows the names, ages, principal occupations and certain
directorships of the nominees designated by the Board of Directors to become
Class II directors and the year in which each nominee was first elected to the
Board of Directors.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION/OTHER DIRECTORSHIPS SINCE
- ---- --- --------------------------------------- -----
<S> <C> <C> <C>
W. G. Holliman, Jr............ 61 Chairman, President, Chief Executive Officer and 1994
Director, Furniture Brands International, Inc., St.
Louis, Missouri and Tupelo, Mississippi (furniture
manufacturer)
A. Douglas Jumper............. 67 President, S&J Steel Builders, Inc., Booneville, 1972
Mississippi; Director, Cavalier Homes, Inc.,
Addison, Alabama (mobile home manufacturer);
Director, River Oaks Furniture, Inc., Fulton,
Mississippi (furniture manufacturer)
Turner O. Lashlee............. 62 Chairman of the Board and President, Lashlee-Rich, Inc., 1992
Humboldt, Tennessee (general construction,
construction management and retail building
materials supplier)
Alan W. Perry................. 51 Attorney at Law, Forman, Perry, Watkins, Krutz & Tardy, 1994
PLLC, Jackson, Mississippi
</TABLE>
CONTINUING DIRECTORS
The persons named below will continue to serve as directors until the annual
meeting of shareholders in the year indicated. Shareholders are not voting on
the election of the Class I and Class III directors. The following table shows
the names, ages, principal occupations and other directorships of each
continuing director, and the year in which each was first elected to the Board
of Directors.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION/OTHER DIRECTORSHIPS SINCE
---- --- ---------------------------------------- -----
<S> <C> <C> <C>
CLASS I - 2000
Shed H. Davis................. 66 Managing Partner, Davis Farms Partnership, Bruce, 1955
Mississippi (farming)
Hassell H. Franklin........... 63 Chief Executive Officer, Franklin Corp., Houston, 1974
Mississippi (furniture manufacturer)
Fletcher H. Goode, M.D........ 69 Ophthalmologist, Millington, Tennessee 1996
Travis E. Staub............... 66 President and Vice Chairman, JESCO, Inc., Fulton, 1975
Mississippi (construction and engineering)
Lowery A. Woodall............. 69 Management Consultant, Forrest General Hospital, 1994
Hattiesburg, Mississippi
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CLASS III - 2001
Aubrey B. Patterson.......... 56 Chairman of the Board, President and Chief Executive 1983
Officer of the Company and BancorpSouth Bank
Andrew R. Townes, D.D.S...... 67 Doctor of Dental Surgery, Grenada, Mississippi 1971
</TABLE>
Each of the nominees and continuing directors has had the principal
occupation indicated for more than five years.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR EACH OF THE CLASS II NOMINEES.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During 1998, the Board of Directors of the Company held ten meetings. Each
director attended at least 75% of the meetings of the Board of Directors and all
committees on which such director served.
The Board of Directors has established the standing committees described
below. Mr. Patterson serves as an ex officio member of each committee other than
the Audit and Loan Review Committee and Stock Incentive Committee, in addition
to being Chairman of the Executive Committee.
The Executive Committee acts on behalf of the Board of Directors on all
matters concerning the management and conduct of the business and affairs of the
Company except those matters which cannot by law be delegated by the Board.
Generally, the Executive Committee meets monthly. The Executive Committee held
12 meetings during 1998. The current members of the Executive Committee are
Messrs. Patterson (Chairman), Franklin, Holliman, Jumper, Lashlee and Staub.
The Audit and Loan Review Committee is responsible for determining the
effectiveness of internal controls and operational procedures, compliance with
applicable policies, regulations and laws, the engagement of the independent
auditors for the Company and supervision of the annual audit. This committee
also serves as the Audit and Loan Review Committee for BancorpSouth Bank, the
Company's bank subsidiary. The Audit and Loan Review Committee is currently
composed of Messrs. Townes (Chairman), Goode and Perry. This committee met 12
times during 1998.
The Human Resources and Marketing Committee reviews and approves the
salaries, benefits and other compensation of the employees of the Company and
its subsidiaries. The current member of this committee is Mr. Woodall
(Chairman). The committee met 12 times during 1998.
The Stock Incentive Committee administers the Company's 1990 and 1994 Stock
Incentive Plans. The current members of this committee are Messrs. Staub
(Chairman), Holliman and Woodall. This committee met one time during 1998.
The Nominating Committee recommends to the Board of Directors nominees for
election to the Board. The current members of this committee are Messrs.
Franklin (Chairman), Holliman, Jumper, Lashlee, Patterson and Staub. The
Nominating Committee met five times during 1998.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no additional
compensation for serving on the Company's Board of Directors or any committee
thereof. Directors receive an annual retainer of $3,600, and are paid a meeting
fee of $400 for each regular or special meeting attended. Members of the
Executive Committee receive a fee of $1,000 for each committee meeting attended.
Chairmen of standing or special committees of the Board of Directors receive an
annual fee of $1,200 for serving as such. Members of other standing committees
receive $500 for each committee meeting attended. In addition, each of the
Company's directors serves on the Board of Directors of BancorpSouth Bank. Each
director of BancorpSouth Bank who is not an employee of BancorpSouth Bank is
paid $1,000 for each regular or special meeting of the Board of Directors of
BancorpSouth
3
<PAGE> 7
Bank attended. Directors are reimbursed for necessary travel expenses and are
insured under the Company's group life insurance plan for amounts of $15,000 to
age 65 and $9,750 from age 65 until reaching age 70.
Beginning on January 1, 1999, at least 50% of the director fees are paid in
the form of Common Stock pursuant to the Company's 1998 Director Stock Plan (the
"Director Stock Plan"). In addition, the Director Stock Plan permits each
director to elect to receive the remaining portion of the director fees in cash
or Common Stock, or defer the receipt of the cash fee through a compensation
deferral arrangement.
Each non-employee director of the Company also participates in the Company's
1995 Non-Qualified Stock Option Plan For Non-Employee Directors (the "Directors
Option Plan"). The Directors Option Plan provides for the grant of stock options
to participating directors on May 1 of each year. Options can be exercised at
any time after the date of the annual meeting of shareholders that follows the
date of grant, provided that the director continuously serves during that term.
The exercise price of an option is the fair market value of the Common Stock on
the date of grant. Options expire upon the earlier of ten years after the date
of grant or termination of service as a director. Through 1997, each option
grant included an award of stock appreciation rights ("SARs") equal to 50% of
the number of shares of Common Stock subject to the related option. SARs entitle
each optionee to receive cash payments from the Company based on the excess of
the fair market value per share of Common Stock on the date on which an SAR is
exercised over the purchase price per share of the underlying option. SARs are
exercisable only to the extent that the underlying option is exercisable and
terminate when the option terminates. The provisions permitting the future grant
of SARs were eliminated effective January 1, 1998, and the annual awards of
options were modified as follows: (i) on May 1, 1998, each of ten participating
directors received 800 shares of restricted Common Stock, one-third of which
shares will vest upon the annual meeting of shareholders of the Company during
each of the three years immediately following the date of grant, and options to
purchase 1,200 shares of Common Stock; (ii) on May 1, 1999 and each year
thereafter, each participating director will receive options to purchase 3,600
shares of Common Stock. Such options become fully vested at the annual meeting
of shareholders following the date of grant. The Directors Option Plan is
administered by the Board of Directors, which may not deviate from the express
annual awards provided for in the Directors Option Plan. A total of 384,000
shares of Common Stock have been reserved for issuance under the Directors
Option Plan. Options to purchase 155,964 shares of Common Stock have previously
been granted under the Directors Option Plan, of which options to purchase
36,648 shares have been exercised.
4
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of January 31, 1999,
with respect to the beneficial ownership of Common Stock by (i) each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock, (ii) all directors and nominees, (iii) each
of the executive officers of the Company named in the Summary Compensation Table
set forth below under the caption "EXECUTIVE COMPENSATION," and (iv) all
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY PERCENT OF
OWNED (1) CLASS
--------- -----
<S> <C> <C>
BancorpSouth, Inc. Amended and Restated Salary Deferral
Profit Sharing Employee Stock Ownership Plan,
One Mississippi Plaza, Tupelo, Mississippi 38801..... 4,285,885 7.96%
Harry R. Baxter........................................... 82,125 *
W. Gregg Cowsert.......................................... 44,586 *
Shed H. Davis............................................. 227,964 (2) *
Hassell H. Franklin....................................... 705,630 1.31
Fletcher H. Goode, M.D. ................................. 62,412 *
W. G. Holliman, Jr. ..................................... 404,871 (3) *
A. Douglas Jumper......................................... 444,966 (4) *
Turner O. Lashlee......................................... 53,328 *
Aubrey B. Patterson....................................... 504,883 (5) *
Alan W. Perry............................................. 34,667 *
Michael L. Sappington..................................... 95,182 *
Travis E. Staub........................................... 79,200 (6) *
Andrew R. Townes, D.D.S. ............................... 112,632 *
Michael W. Weeks.......................................... 141,321 (7) *
Lowery A. Woodall......................................... 51,060 (8) *
All directors and executive officers as a
group (18 persons)..................................... 3,241,814 6.02
</TABLE>
- ---------------
* Less than 1%
(1) Beneficial ownership is deemed to include shares of Common Stock which an
individual has a right to acquire within 60 days of the date of this Proxy
Statement upon the exercise of options, including options granted under
the Stock Incentive Plans and the Directors Option Plan. These shares are
deemed to be outstanding for the purposes of computing the percentage
ownership of that individual, but are not deemed outstanding for the
purposes of computing the percentage of any other person. Information in
the table for individuals also includes shares held in the Company's
Amended and Restated Salary Deferral Profit Sharing Employee Stock
Ownership Plan (the "401(k) Plan") and in individual retirement accounts
for which the shareholder can direct the vote.
(2) Includes 4,200 shares held as custodian for Mr. Davis' grandchildren,
54,644 shares owned by Mr. Davis' wife and 82,800 shares held in a trust
of which Mr. Davis is the beneficiary.
(3) Includes 20,808 shares owned by Mr. Holliman's wife, of which Mr. Holliman
disclaims beneficial ownership.
(4) Includes 401,534 shares held in a trust of which Mr. Jumper is the
beneficiary and co-trustee.
(5) Includes 3,666 shares owned by Mr. Patterson's mother, of which Mr.
Patterson disclaims beneficial ownership, and 63,000 shares beneficially
owned by Mr. Patterson pursuant to a Stock Bonus Agreement with the
Company, dated January 30, 1998 (the "1998 Stock Bonus Agreement"), over
which he exercises voting power.
(6) Includes 10,642 shares owned by Mr. Staub's wife.
(7) Includes 1,090 shares owned by Mr. Weeks' minor daughter, 6,032 owned by
Mr. Weeks' wife and 42,000 shares beneficially owned by Mr. Weeks pursuant
to a Stock Bonus Agreement, dated as of January 17, 1995 (the "1995 Stock
Bonus Agreement"), between the Company and Mr. Weeks, over which he
exercises voting power.
(8) Includes 39,186 shares held in a trust of which Mr. Woodall is the
beneficiary and co-trustee.
5
<PAGE> 9
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. These officers, directors and
greater than 10% shareholders of the Company are required to furnish the Company
with copies of all Section 16(a) forms they file. There are specific due dates
for these reports, and the Company is required to report in this Proxy Statement
any failure to file reports as required for 1998.
Based solely upon a review of the copies of reports furnished to the Company
and written representations that no other reports were required, the Company
believes that these reporting and filing requirements were complied with for
1998, except that the Company has been advised that A. Douglas Jumper
inadvertently failed to report timely the acquisition of 5,300 shares of Common
Stock in December 1998, and Aubrey B. Patterson inadvertently failed to report
timely the gift of 1,500 shares of Common Stock in December 1998. Both of these
transactions were subsequently reported.
PROPOSAL 2: SELECTION OF AUDITORS
Upon the recommendation of the Audit and Loan Review Committee, the Board of
Directors has appointed the accounting firm of KPMG LLP as independent auditors
of the Company and its subsidiaries for the year ending December 31, 1999,
subject to the approval of the shareholders of the Company. This firm has served
as the independent auditors of the Company or BancorpSouth Bank since 1973.
Representatives of KPMG LLP will be at the annual meeting and will have an
opportunity to make a statement if they desire and will be available to respond
to appropriate questions.
The affirmative vote of a majority of the shares represented at the annual
meeting and entitled to vote is needed to ratify the appointment of KPMG LLP as
auditors of the Company and its subsidiaries for the year ending December 31,
1999. If the appointment is not approved, the matter will be referred to the
Audit and Loan Review Committee for further review.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF KPMG LLP.
6
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning compensation
paid or accrued by the Company and its subsidiaries for each of the last three
years with respect to (i) the chief executive officer and (ii) the four most
highly compensated executive officers of the Company whose total salary and
bonus for 1998 exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
AWARDS
------
RESTRICTED ALL OTHER
NAME AND OTHER ANNUAL STOCK OPTIONS/ COMPEN-
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION(#) AWARDS ($) SARS (#)(1) SATION ($)(92)
------------------ ---- ---------- --------- -------------- ---------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Aubrey B. Patterson 1998 $ 400,000 $ 184,000 -- $155,750 (3) 56,000/-- $ 8,000
Chairman, President and 1997 385,000 144,760 -- -- (4) 56,618/-- 8,000
Chief Executive 1996 360,000 125,280 -- -- (4) 40,000/20,000 7,500
Officer of the
Company and
BancorpSouth Bank
Michael W. Weeks 1998 $ 206,444 $ 56,978 -- -- (5) --/-- $ 8,000
Executive Vice 1997 196,613 36,964 -- -- (5) 10,000/-- 8,000
President of 1996 187,250 43,442 -- -- (5) 18,000/9,000 4,681
the Company and Vice
Chairman of
BancorpSouth Bank
Michael L. Sappington 1998 $ 189,791 $ 52,382 -- -- 14,000/-- $ 8,000
Executive Vice 1997 172,537 32,437 -- -- 14,000/-- 8,000
President of 1996 156,852 36,389 -- -- 18,000/9,000 7,500
the Company and Vice
Chairman of
BancorpSouth Bank
Harry R. Baxter 1998 $ 157,113 $ 43,363 -- -- 12,000/-- $ 7,834
Executive Vice 1997 142,830 26,852 -- -- 12,000/-- 7,124
President of 1996 129,845 30,124 -- -- 16,000/8,000 3,188
the Company and
Vice Chairman of
BancorpSouth Bank
W. Gregg Cowsert 1998 $ 145,090 $ 40,045 -- -- 10,000/-- $ 7,228
Executive Vice 1997 127,833 24,033 -- -- 10,000/-- 6,376
President 1996 116,212 26,961 -- -- 12,000/6,000 5,492
of the Company and
Vice Chairman of
BancorpSouth Bank
</TABLE>
- ---------------
(1) SARs are exercisable only with the related option. There are no
freestanding SARs.
(2) These amounts represent matching contributions by the Company under the
401(k) Plan.
(3) Pursuant to the terms of the 1998 Stock Bonus Agreement between the
Company and Mr. Patterson, 70,000 shares of Common Stock were awarded to
Mr. Patterson subject to release of 7,000 shares on each April 1 if the
Company achieved certain performance goals for the preceding year. Prior
to their distribution, Mr. Patterson is entitled to receive all cash
dividends paid on the shares in escrow under such Stock Bonus Agreement.
At December 31, 1998, 63,000 shares remained restricted, subject to
achievement of performance goals. At December 31, 1998, the value of the
restricted shares under the 1998 Stock Bonus Agreement (based upon the
last sale price of the Common Stock on that date of $18.0625) was
$1,137,937.
(4) Pursuant to the terms of a Stock Bonus Agreement, dated November 6, 1987
(the "1987 Stock Bonus Agreement"), between the Company and Mr. Patterson,
34,500 shares of Common Stock were awarded to Mr. Patterson subject to
release of 3,450 shares on each April 1 if the Company achieved certain
performance goals for the preceding year. Prior to their distribution, Mr.
Patterson was entitled to receive all cash dividends paid on the shares in
escrow under such Stock Bonus Agreement. At December 31, 1998, no shares
remained restricted.
(5) Pursuant to the terms of the 1995 Stock Bonus Agreement between the
Company and Mr. Weeks, 60,000 shares of Common Stock were awarded to Mr.
Weeks on January 17, 1995 subject to release of 6,000 shares on each April
1 if the Company achieved certain performance goals for the preceding
year. Prior to their distribution, Mr. Weeks is entitled to receive all
cash dividends paid on such shares. At December 31, 1998, 42,000 shares
remained restricted subject to achievement of performance goals. At
December 31, 1998, the value of the restricted shares under the 1995 Stock
Bonus Agreement (based upon the last sale price of the Common Stock on
that date of $18.0625) was $758,625.
7
<PAGE> 11
STOCK OPTION GRANTS
The following table sets forth certain information regarding grants of stock
options made to the Named Executive Officers during 1998.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT
PERCENT OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS/SARS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM (3)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION ----------------------
NAME GRANTED (#)(1) FISCAL YEAR ($/SH)(2) DATE 5% ($) 10% ($)
---- -------------- ----------- --------- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Aubrey B. Patterson........ 56,000/-- 24.35% $ 19.875 10-31-08 $ 699,955 $1,773,833
Michael W. Weeks........... --/-- -- -- -- -- --
Michael L. Sappington...... 14,000/-- 6.09 19.875 10-31-08 174,989 443,458
Harry R. Baxter............ 12,000/-- 5.22 19.875 10-31-08 149,990 380,107
W. Gregg Cowsert........... 10,000/-- 4.35 19.875 10-31-08 124,992 316,756
</TABLE>
- ---------------
(1) Options become exercisable in three equal annual installments beginning on
the first anniversary of the date of grant. In the event of termination of
employment or death, the options terminate three months after the
termination of employment or 12 months after death and in any event, upon
their expiration date. Any unexercisable options become fully exercisable
in the event of a change in corporate control of the Company.
(2) Represents the fair market value on date of grant. The exercise price for
options is payable in cash or by delivery of shares of, or options to
purchase, Common Stock with a fair market value equal to the exercise
price for the shares purchased, or by any other method approved by the
Stock Incentive Committee.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term and based
upon assumed rates of appreciation in the market price of the Common Stock
of 5% and 10% compounded annually from the date of grant to the expiration
date. Actual gains, if any, upon the exercise of stock options will depend
on the future performance of the Common Stock and the date on which the
options are exercised.
OPTION/SAR EXERCISES AND YEAR-END VALUES
The following table provides certain information, with respect to the Named
Executive Officers, concerning the exercise of options during 1998 and with
respect to unexercised options and SARs at December 31, 1998.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FISCAL OPTIONS/SARS AT
SHARES YEAR-END (#)(1) FISCAL YEAR-END ($)(2)
ACQUIRED ----------------------------- ----------------------------
ON VALUE
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Aubrey B. Patterson... -- $ -- 339,671 113,747 $ 2,913,242 $ 96,255
Michael W. Weeks...... 18,000 273,375 105,333 33,667 809,625 214,312
Michael L. Sappington. -- -- 95,736 32,334 730,652 43,313
Harry R. Baxter....... 23,001 330,547 37,999 28,001 202,995 38,505
W. Gregg Cowsert...... -- -- 54,529 26,001 402,380 28,875
</TABLE>
- ---------------
(1) Prior to 1997, options represented two-thirds of annual awards and SARs
represented one-third. There were no SARs granted during 1998. There are
no freestanding SARs.
(2) Based upon the closing sale price of Common Stock of $18.0625 per share,
as reported on the New York Stock Exchange on December 31, 1998, less the
exercise price for the options/SARs.
8
<PAGE> 12
PENSION PLANS
The Company maintains a tax-qualified, non-contributory, defined benefit
retirement plan for its employees and those of its subsidiaries who have reached
the age of 21 and have completed one year of service (the "Retirement Plan").
Benefits under the Retirement Plan are based primarily on average final
compensation, years of service and year of retirement. For 1998, the maximum
annual benefit limitation under the Internal Revenue Code with respect to the
Retirement Plan was $125,000 and the maximum amount of considered annual
compensation was $160,000.
The Company also has adopted a non-qualified, unfunded supplemental pension
program for certain officers and key executives (the "Deferred Compensation
Plan"), which provides retirement benefits for key salaried employees in excess
of the maximum benefit accruals for qualified plans which are permitted under
the Internal Revenue Code. The benefits under the Deferred Compensation Plan are
provided by the Company on a non-contributory basis.
The following table illustrates the total combined estimated annual pension
benefits payable to an eligible participant at normal retirement age (age 65)
under the Retirement Plan and the Deferred Compensation Plan (including a
restoration plan amendment which became effective on January 1, 1994), based on
compensation that is covered under the plans and years of service with the
Company and its subsidiaries.
RETIREMENT PLAN AND DEFERRED COMPENSATION PLAN
<TABLE>
<CAPTION>
YEARS OF SERVICE AT RETIREMENT
------------------------------------------------------------------
AVERAGE ANNUAL
COMPENSATION 15 20 25 30 35
---------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 125,000 $ 40,090 $ 47,203 $ 54,317 $ 61,430 $ 68,543
150,000 48,715 57,453 66,192 74,930 83,668
175,000 57,340 67,703 78,067 88,430 98,793
200,000 65,965 77,953 89,942 101,930 113,918
225,000 74,590 88,203 101,817 115,430 129,043
250,000 83,215 98,453 113,692 128,930 144,168
300,000 100,465 118,953 137,442 155,930 174,418
350,000 117,715 139,453 161,192 182,930 204,668
400,000 134,965 159,953 184,942 209,930 234,918
450,000 152,215 180,453 208,692 236,930 265,168
500,000 169,465 200,953 232,442 263,930 295,418
</TABLE>
A participant's annual retirement benefits payable under the Retirement Plan
are based upon the average monthly base rate of compensation for the five years
immediately preceding the employee's retirement. Benefits payable under the
Deferred Compensation Plan are based upon the average of the total annual base
salary paid to the covered employee for the 36 months immediately before his or
her retirement and are paid to the retired employee (or upon his or her death,
to his or her designated beneficiary) in equal monthly installments over a
period of ten years. Benefits under the Retirement Plan are computed as straight
life annuity amounts, although other forms of payment, including a lump sum
benefit, are offered under the plan. Benefits under each of the Retirement Plan
and the Deferred Compensation Plan are not subject to any deduction for Social
Security or any other offsets.
The compensation for each of the Named Executive Officers covered by the
Retirement Plan and Deferred Compensation Plan as of December 31, 1998 was: Mr.
Patterson, $400,000; Mr. Weeks, $206,444; Mr. Sappington, $189,791; Mr. Baxter,
$157,113 and Mr. Cowsert, $145,090. The estimated credited years of service for
each Named Executive Officer is currently: Mr. Patterson, 26 years; Mr. Weeks, 4
years; Mr. Sappington, 21 years; Mr. Baxter, 30 years, and Mr. Cowsert, 9 years.
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company has no written employment agreements with any of the Named
Executive Officers.
9
<PAGE> 13
The Company has no compensatory plans or arrangements which might result in
payments to any of the Named Executive Officers upon their resignation or
retirement, except for the Retirement Plan and Deferred Compensation Plan (which
are described above) and the following arrangements.
Messrs. Patterson, Sappington, Baxter and Cowsert have each entered into an
agreement with the Company that provides certain benefits in the event that the
Company undergoes a change-in-control and the officer's employment is terminated
by the Company without cause, or the officer resigns for cause, within 24 months
after the change-in-control. The amount of benefits payable under the agreements
is three times the amount of compensation that the officer would otherwise be
entitled to receive in the year that the change-in-control occurs, with respect
to Mr. Patterson, and two times such annual compensation, with respect to the
other officers.
Under the 1998 Stock Bonus Agreement between Mr. Patterson and the Company
and the 1995 Stock Bonus Agreement between Mr. Weeks and the Company, if there
is a change-in-control of the Company, Mr. Patterson and Mr. Weeks can each
terminate his agreement and receive all shares of Common Stock still remaining
in escrow for his respective benefit. The Company will make additional payments
to Mr. Patterson to the extent he becomes subject to an excise tax under Section
4999 of the Internal Revenue Code as a result of the payments under the 1998
Stock Bonus Agreement.
All unexercisable options granted under the Company's stock option plans,
including options granted to the Named Executive Officers, become exercisable
immediately upon a change-in-control of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, the committee of the Board of Directors which performed the
functions of a compensation committee was the Human Resources and Marketing
Committee (the "Compensation Committee"). Lowery A. Woodall (Chairman), a
non-employee director, was the only member of this committee during 1998. In
addition, the Stock Incentive Committee, which in 1998 consisted of Travis E.
Staub (Chairman), W. G. Holliman, Jr. and Lowery A. Woodall, has approved stock
option grants under the Company's 1994 Stock Incentive Plan. None of the other
members of the Compensation Committee or Stock Incentive Committee has at any
time been an officer or employee of the Company or any of its subsidiaries, nor
has any member had any relationship requiring disclosure by the Company except
for banking relationships in the ordinary course of business with the Company's
subsidiaries. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS." There are no
relationships among the Company's executive officers and any entity affiliated
with any of the members of the Compensation Committee or Stock Incentive
Committee that require disclosure under applicable SEC rules.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report is submitted by the Compensation Committee pursuant to rules
adopted by the SEC which require disclosure with respect to compensation
policies applicable to the Company's executive officers (including the Named
Executive Officers) and with respect to the basis for the compensation of Aubrey
B. Patterson, as the Company's Chief Executive Officer, for 1998. The
Compensation Committee generally is responsible for establishing and
administering the Company's executive compensation policies and programs within
the framework of the Company's compensation philosophy. Most decisions by the
Compensation Committee with respect to the compensation of the Company's
executive officers are reviewed by the full Board of Directors (excluding those
who are employees). A number of factors, including growth, asset quality,
competitive position and profitability were compared by the Compensation
Committee with those of a peer group of other comparably sized banks within
Mississippi and certain adjoining states in determining executive compensation
for 1998. Such peer group consists of the Company's direct competitors.
COMPENSATION POLICY
The Company's compensation strategy seeks to have the management
compensation program contribute to the achievement of the Company's objectives.
It is intended that this will occur by providing (i) total compensation at a
level designed to attract and retain qualified managers, (ii) incentive
compensation opportunities that will motivate managers to achieve both the
Company's short-term and long-term objectives, (iii) compensation that
differentiates pay on the basis of performance, and (iv) protection of
shareholder interests by requiring successful
10
<PAGE> 14
Company results before above-average compensation is earned. The three primary
components of executive compensation are base salary, annual bonuses and grants
of stock options and restricted stock. Although prior to 1997 the Company
granted SARs in tandem with stock options, the Company's 1994 Stock Incentive
Plan no longer provides for the grant of SARs.
Base Salary. The Company believes that base salary ranges should reflect the
competitive employment market and the relative internal responsibilities of the
executive's position, with an executive's position within a salary range being
based upon his or her performance. In connection with the annual budget process,
the Compensation Committee considers salaries for executive officers within the
context of an external survey of executive compensation by a peer group of
comparably sized banks in Mississippi and certain adjoining states. Individual
increases in salary are based upon an assessment of the peer group average
salary and its relationship to the executive officer's salary, the executive's
performance and the salary budget for the Company. The Company's base salaries
are generally within the range of comparable average salaries in the peer group.
Annual Incentive Compensation. The Company believes that incentive programs
should provide meaningful opportunities for additional compensation linked to
attaining annual performance objectives. In 1998, the Committee assigned to each
executive's position a target bonus award opportunity that ranged from 10% of
base salary for department/division managers to 50% of base salary for the Chief
Executive Officer. The actual award may be greater or less than a target award
depending upon the Company's actual performance relative to goals.
In 1984, the Company, in conjunction with independent compensation
consultants, created a bonus incentive plan, which is based upon the Company
achieving targeted levels of average deposits and return on average assets
approved by the Compensation Committee at the beginning of each year. The bonus
plan includes a statistical matrix in which various average deposit levels are
compared to various returns on average assets. Employees eligible to receive
bonuses will receive bonuses based on the results achieved. No employee may
receive a bonus greater than 150% of that employee's target award. In 1998, the
Company achieved 102.4% of its targeted average deposits and 94.4% of its
targeted return on average assets, which entitled each eligible employee to 92%
of the employee's target bonus.
Long-Term Incentive Compensation. The Board of Directors believes that the
availability of options under the Company's 1994 Stock Incentive Plan gives
executives a long-term stake in the Company by providing an estate-building
opportunity in return for outstanding long-term performance. Awards under the
1994 Stock Incentive Plan are not made by the Compensation Committee but by the
separate Stock Incentive Committee consisting of three non-employee directors.
Awards are made under these plans to executive officers who are responsible for
long-term investment, operating or policy decisions and to those executives who
are instrumental in implementing them. In determining the total number of
options to be granted, the Company considers the available number of shares
under its option plan, but has no fixed formula for determining the total number
of options to be granted, nor does it consider the number of options granted by
its peer group of banks. In selecting the recipients of options and the number
of options granted, the Stock Incentive Committee considers (i) the present
scope of responsibility of the executive; (ii) the degree to which the units
influenced by that executive contribute to the Company's profits; (iii) the
degree to which asset quality and other risk decisions are influenced by that
executive's direction; and (iv) the long-term management potential of the
executive. The committee does not weigh any one factor more heavily than any
other factor. The number of options currently held is also considered by the
committee. Generally, options awarded become exercisable in three equal
installments, beginning one year after the date of grant. Since the exercise
price of options under the 1994 Stock Incentive Plan is the fair market value on
the date of grant, executives will realize a gain through the award of stock
options only if the value of the Common Stock increases over the period that
options become exercisable.
The Company has included the grant of restricted shares of Common Stock as a
component of its compensation strategy. In 1998, the Company entered into the
1998 Stock Bonus Agreement with Mr. Patterson, pursuant to which the Company
awarded Mr. Patterson 70,000 shares of Common Stock, with 10% of such shares
subject to release from escrow on each April 1 during the subsequent ten-year
period if the Company achieves certain performance goals for the preceding year.
In 1995, the Company entered into the 1995 Stock Bonus Agreement with Mr. Weeks,
pursuant to which the Company awarded Mr. Weeks 60,000 shares of Common Stock,
with 6,000 of such shares subject to release from escrow on each April 1 during
the subsequent ten-year period if the Company achieves certain performance goals
for the preceding year.
11
<PAGE> 15
Section 162(m). Section 162(m) of the Internal Revenue Code generally limits
the corporate tax deduction to $1 million for compensation paid to executive
officers named in the Summary Compensation Table in the Proxy Statement.
However, compensation that is paid under a "performance based" pay plan,
including qualifying stock option plans, is fully deductible without regard to
the general $1 million limit. The Compensation Committee has carefully
considered the impact of this tax code provision. The Company has taken action
to conform certain of its compensation plans with the provisions of Section
162(m), so that amounts paid thereunder will be fully deductible by the Company.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER IN 1998
In establishing the compensation for Mr. Patterson, the Company's Chairman
of the Board, President and Chief Executive Officer, the basic approach was that
of the compensation policies applicable to all executive officers. Generally, in
considering Mr. Patterson's salary, the Compensation Committee has reviewed the
published compensation of chief executive officers of other bank holding
companies in Mississippi, Tennessee and certain other adjoining states, giving
due regard to differences in asset size, asset quality, growth, competitive
position and profitability. Mr. Patterson's salary for 1998 was established at
the beginning of the year and represented a 3.9% increase over his salary for
1997. In 1998, as Chief Executive Officer, Mr. Patterson was eligible to earn a
bonus of 50% of his base salary. Based on the Company's performance described
above, Mr. Patterson's 1998 bonus of $184,000 represented 92% of his target
award, the same percentage as all other executive officers entitled to bonuses.
The long-term component of Mr. Patterson's compensation for 1998 was
provided through the grant in November 1998 of options to purchase 56,000 shares
of Common Stock, and the grant in January 1998 of 70,000 shares of Common Stock
under the 1998 Stock Bonus Agreement (which is described above). The
determination was made using the same criteria used for all other executive
officers.
Human Resources and Marketing Committee: Stock Incentive Committee:
Lowery A. Woodall (Chairman) Travis E. Staub (Chairman)
W.G. Holliman, Jr.
Lowery A. Woodall
12
<PAGE> 16
COMPARATIVE PERFORMANCE GRAPH
The SEC requires the Company to include in this Proxy Statement a line graph
which compares the yearly percentage change in cumulative total shareholder
return on the Common Stock with (i) the performance of a broad equity market
indicator, and (ii) the performance of a published industry index or peer group.
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total stockholder return on the Common Stock against the cumulative
total return of the S&P 500 Index and the SNL Southeast Bank Index for the
period of five years. The SNL Southeast Bank Index is prepared by SNL Securities
and consists of 279 publicly-traded banks and bank holding companies located in
the southeastern United States.
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
<TABLE>
<CAPTION>
PERIOD ENDING
--------------------------------------------------------------------------
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BancorpSouth, Inc. 100.00 105.05 131.05 184.92 322.41 252.34
S&P 500 100.00 101.32 139.39 171.26 228.42 293.69
SNL Southeast Bank Index 100.00 100.22 150.31 206.33 312.79 332.99
</TABLE>
13
<PAGE> 17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
BancorpSouth Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with officers and directors of
the Company and their associates, on substantially the same terms, including
interest rates and collateral on loans, as those prevailing at the time for
comparable transactions with others and which do not involve more than the
normal risk of collectibility or present other unfavorable features. During the
year ended December 31, 1998, the maximum aggregate amount of extensions of
credit outstanding to directors and executive officers of the Company and their
associates was $21,052,227 (4.61% of equity capital as of December 31, 1998). As
of January 31, 1999, the aggregate amount of extensions of credit to these
persons was $20,063,497.
BancorpSouth Bank makes available to all of its employees individual loans
of up to the aggregate amount of $30,000, based upon credit worthiness. Loans
were made during 1998 at rates ranging from 7.5% to 8.0% per annum. All loans to
employees in excess of $30,000 are made at the prevailing rate.
Lashlee-Rich, Inc., of which Turner O. Lashlee, a director of the Company,
is the Chairman of the Board and President, was paid an aggregate $498,856 by
the Company during 1998 for various construction projects in Tennessee for
BancorpSouth Bank.
Forman, Perry, Watkins, Krutz & Tardy, PLLC, a law firm of which Alan W.
Perry, a director of the Company, is a member, provided certain legal services
to the Company during 1998, and may provide additional legal services to the
Company in the future.
Staub, Robison, Williams Architects, P.A., of which the brother of Travis E.
Staub, a director of the Company, is a principal, was paid approximately
$150,798 by the Company during 1998 for services rendered with respect to the
Company's facilities.
GENERAL INFORMATION
COUNTING OF VOTES
All matters specified in this Proxy Statement that are to be voted on at the
annual meeting will be by written ballot. Inspectors of election will be
appointed, among other things, to determine the number of shares outstanding,
the shares represented at the annual meeting, the existence of a quorum and the
authenticity, validity and effect of proxies, to receive votes of ballots, to
hear and determine all challenges and questions in any way arising in connection
with the right to vote, to count and tabulate all votes and to determine the
result. Each item presented herein to be voted on at the annual meeting must be
approved by the affirmative vote of the holders of the number of shares
described under each such item. The inspectors of election will treat shares
represented by proxies that reflect abstentions as shares that are present and
entitled to vote for purposes of determining the presence of a quorum.
Abstentions, however, do not constitute a vote "for" or "against" any matter and
thus will be disregarded in the calculation of a plurality or of "votes cast."
Inspectors of election will treat shares referred to as "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or persons entitled to vote that the broker
or nominee does not have discretionary power to vote on a particular matter) as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum. However, for purposes of determining the outcome of any
matter as to which the broker has physically indicated on the proxy that it does
not have discretionary authority to vote, those shares will be treated as not
present and not entitled to vote with respect to that matter (even though those
shares are considered entitled to vote for quorum purposes and may be entitled
to vote on other matters).
14
<PAGE> 18
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the Company's 2000 annual
meeting of shareholders must be received by the Company at its executive
offices, located at the address listed below, not later than November 30, 1999
in order for the proposal to be included in the Company's Proxy Statement and
proxy card.
Shareholder proposals submitted after November 30, 1999 will not be included
in the Company's Proxy Statement or proxy card, but may be included in the
agenda for the 2000 annual meeting if submitted in accordance with the
following. Shareholders who wish to nominate a candidate for election to the
Board of Directors (other than the candidates proposed by the Board of Directors
or the Nominating Committee) or propose any other business at the 2000 annual
meeting must deliver written notice to the Secretary of the Company at the
address below not earlier than November 30, 1999 nor later than December 30,
1999. Any nomination for director or other proposal by a shareholder that is not
timely submitted and does not comply with these notice requirements will be
disregarded, and upon the instructions of the presiding officer of the annual
meeting all votes cast for each such nominee and such proposal will be
disregarded. The Company's Nominating Committee will consider shareholder
nominations of candidates for election to the Board of Directors that are timely
and otherwise submitted in accordance with the requirements described in this
subsection.
A shareholder's written notice submitted to the Secretary of the Company
nominating candidates for election to the Board of Directors or proposing other
business must include: (i) the name and address of the shareholder; (ii) the
class and number of shares of stock of the Company held of record and
beneficially owned by such shareholder; (iii) the name(s), including any
beneficial owners, and address(es) of such shareholder(s) in which all such
shares of stock are registered on the stock transfer books of the Company; (iv)
a representation that the shareholder intends to appear at the meeting in person
or by proxy to submit the business specified in such notice; (v) a brief
description of the business desired to be submitted to the annual meeting of
shareholders, the complete text of any resolutions intended to be presented at
the annual meeting and the reasons for conducting such business at the annual
meeting of shareholders; (vi) any personal or other material interest of the
shareholder in the business to be submitted; (vii) as to each person whom the
shareholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Exchange Act (including such
person's written consent to being named in the Proxy Statement as a nominee and
to serving as a director if elected); and (viii) all other information relating
to the nomination or proposed business which may be required to be disclosed
under applicable law. In addition, a shareholder seeking to submit such
nominations or business at the meeting shall promptly provide any other
information reasonably requested by the Company. Such notice shall be sent to
the following address:
BancorpSouth, Inc.
One Mississippi Plaza
Tupelo, Mississippi 38801
Attention: Secretary
The individuals named as proxies on the proxy card for the Company's 2000
annual meeting of shareholders will be entitled to exercise their discretionary
authority in voting proxies on any shareholder proposal that is not included in
the Company's Proxy Statement for the 2000 annual meeting, unless the Company
receives notice of the matter(s) to be proposed by December 30, 1999. Even if
proper notice is received within such time period, the individuals named as
proxies on the proxy card for that meeting may nevertheless exercise their
discretionary authority with respect to such matter(s) by advising shareholders
of the proposal(s) and how the proxies intend to exercise their discretion to
vote on these matter(s), unless the shareholder making the proposal(s) solicits
proxies with respect to the proposal(s) to the extent required by Rule
14a-4(c)(2) under the Exchange Act.
MISCELLANEOUS
The Company will bear the cost of printing, mailing and other expenses in
connection with this solicitation of proxies and will also reimburse brokers and
other persons holding shares in their names or in the names of nominees for
their expenses in forwarding this proxy material to the beneficial owners of
such shares. Certain of the directors, officers and employees of the Company
may, without any additional compensation, solicit proxies in person or by
telephone.
15
<PAGE> 19
Management of the Company is not aware of any matters other than those
described above which may be presented for action at the annual meeting. If any
other matters properly come before the annual meeting, it is intended that the
proxies will be voted with respect thereto in accordance with the judgment of
the person or persons voting such proxies subject to the direction of the Board
of Directors.
A copy of the Company's Annual Report to shareholders for the year ended
December 31, 1998 has been mailed to all shareholders entitled to notice of and
to vote at the annual meeting.
BANCORPSOUTH, INC.
/s/ Aubrey B. Patterson
AUBREY B. PATTERSON
Chairman of the Board
and Chief Executive Officer
March 29, 1999
16
<PAGE> 20
Appendix A
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BANCORPSOUTH, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Hassell H. Franklin, Andrew R. Townes,
D.D.S. and Lowery A. Woodall, or any of them, as proxies, with full power of
substitution and resubstitution, to vote all of the shares of Common Stock which
the undersigned is entitled to vote at the annual meeting of shareholders of
BancorpSouth, Inc., to be held at the Ramada Inn Convention Center, 854 North
Gloster Street, Tupelo, Mississippi, on Tuesday, April 27, 1999, at 7:00 p.m.
(Central Time), and at any adjournment thereof.
In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournment thereof.
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE
VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED, THE ABOVE NAMED PROXIES WILL
VOTE (A) FOR THE ELECTION AS CLASS II DIRECTORS OF THE NOMINEES NAMED ON THE
BACK OF THIS CARD, (B) FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS
THE COMPANY'S AUDITORS FOR THE YEAR ENDING DECEMBER 31, 1999, AND (C) IN
ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS ON ANY OTHER MATTER
THAT MAY PROPERLY COME BEFORE THE MEETING.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
<PAGE> 21
Mark your vote
as indicated [X]
in this example
FOR WITHHOLD
all nominees AUTHORITY
listed (except to vote for
marked to the all nominees
1. Election of Class II Directors. contrary) listed
[ ] [ ]
Nominees:
W. G. Holliman, Jr. Turner O. Lashlee
A. Douglas Jumper Alan W. Perry
Instructions: To withhold authority to vote for any individual nominee,
write his or their name(s) on the space provided below:
- --------------------------------------------------------------------------------
2. Proposal to ratify the appointment of KPMG LLP as the independent auditors
of the Company and its subsidiaries for the year ending December 31, 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
The undersigned instructs that this Proxy be voted
as marked.
Dated: , 1999
--------------------------------------
--------------------------------------------------
Signature of Shareholder
--------------------------------------------------
Signature if held jointly
Please sign your name as it appears on this Proxy.
In case of multiple or joint ownership, all should
sign. When signing as attorney, executor,
administrator, trustee or guardian, give full
title as such.
- --------------------------------------------------------------------------------
DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE
<TABLE>
<S> <C> <C>
- ------------------------- ----------------------
VOTE BY TELEPHONE VOTE BY MAIL VOTE 24 HOURS A DAY, 7 DAYS A WEEK!
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Call TOLL-FREE using a Return your proxy in Your telephone vote must be received
Touch-Tone phone. the POSTAGE-PAID by 4:00 p.m. (Central Time) on Monday,
envelope provided. April 26, 1999, to be counted in the
1-800-250-9081 final tabulation.
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YOUR CONTROL NUMBER IS:
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IF YOU HAVE VOTED BY TELEPHONE, THERE IS NO NEED FOR YOU TO MAIL BACK YOUR
PROXY. THE TELEPHONE VOTING FACILITIES WILL CLOSE AT 4:00 P.M. (CENTRAL TIME)
ON APRIL 26, 1999.
Dear BancorpSouth Shareholder:
Here is your opportunity to invest in additional shares of BancorpSouth,
Inc. stock with all brokerage commissions and service fees paid for you through
our Shareholders' Investment Service.
The main features of the plan are:
- - You may elect to reinvest your cash dividends in shares of BancorpSouth,
Inc. Common Stock:
- - You may purchase additional shares of BancorpSouth, Inc. Common Stock by
making cash payments of $25.00 to $5,000.00 quarterly;
- - The service is free of cost to you; we pay all brokerage commissions and
service fees;
- - Record keeping is simplified, and your stock is held for you in
safekeeping until you request a certificate;
- - Participation is entirely voluntary and may be terminated at any time; and
- - Your quarterly dividend and/or cash payment will be fully invested in
whole and fractional shares on which any future dividends will be
credited.
If you have any inquires concerning this plan or if you wish to receive a
prospectus which describes the plan and the enrollment procedures in detail,
please contact BancorpSouth, Inc., Dividend Reinvestment, Stock Transfer
Department, P.O. Box 4625, Atlanta, GA 30302-4625, or call toll-free
1-800-568-3476.
Sincerely,
/s/ Aubrey B. Patterson
Aubrey B. Patterson
Chairman of the Board
and Chief Executive Officer
