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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2000 (May 9, 2000)
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BANCORPSOUTH, INC.
(Exact Name of Registrant as Specified in Its Charter)
MISSISSIPPI 0-10826 64-0659571
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation)
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38804
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(Address of Principal (Zip Code)
Executive Offices)
(662) 680-2000
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed from Last Report)
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ITEM 5. OTHER EVENTS
BancorpSouth, Inc. ("BancorpSouth") and First United Bancshares, Inc.
("First United") have entered into an Agreement and Plan of Merger, dated as of
April 16, 2000 (the "Merger Agreement"), pursuant to which First United is to
merge with and into BancorpSouth upon the terms and subject to the conditions
set forth in the Merger Agreement. A copy of BancorpSouth's May 9, 2000 press
release announcing that BancorpSouth and First United have completed the
post-signing due diligence period permitted under the Merger Agreement is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibits are filed herewith:
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<CAPTION>
Exhibit Number Description
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<S> <C>
99.1 Press Release issued on May 9, 2000 by BancorpSouth, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANCORPSOUTH, INC.
By: /s/ L. NASH ALLEN, JR.
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L. Nash Allen, Jr.
Treasurer and Chief Financial Officer
Date: May 9, 2000
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EXHIBIT INDEX
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<CAPTION>
Exhibit Number Description
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<S> <C>
99.1 Press Release issued on May 9, 2000 by BancorpSouth, Inc.
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EXHIBIT 99.1
NEWS RELEASE
Financial Contact: BancorpSouth: L. Nash Allen, 662-680-2330
First United: John Copeland, 870-863-3181
Media Contact: BancorpSouth: Harry Baxter, 662-680-2410
Randy Burchfield, 662-680-2216
First United: Cindy Alphin, 870-863-3181
FOR IMMEDIATE RELEASE May 9, 2000
BANCORPSOUTH AND FIRST UNITED BANCSHARES ANNOUNCE
COMPLETION OF POST-SIGNING DUE DILIGENCE
TUPELO, MISS. - May 9, 2000 - BancorpSouth, Inc. (NYSE: BXS) announced today
that BancorpSouth and First United Bancshares, Inc. (NASDAQ: UNTD) have
completed the post-signing due diligence period permitted under their definitive
Merger Agreement.
Aubrey B. Patterson, Chairman and CEO of BancorpSouth, said, "Since we entered
into the Merger Agreement with First United on April 16, 2000, we have conducted
an extensive due diligence review of First United and its operations. We are
pleased to report that we continue to believe that this merger is in the best
interests of the shareholders of both companies and that we remain optimistic
about the prospects of the merger."
James V. Kelley, Chairman of the Board, President and CEO of First United, said,
" The due diligence has been completed and, as expected, we are very pleased
with the results. We are looking forward to the completion of the merger with
BancorpSouth."
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FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS CONTAINED IN THIS NEWS RELEASE MAY NOT BE BASED ON HISTORICAL
FACTS AND ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. THESE FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED BY THEIR REFERENCE TO A FUTURE PERIOD OR PERIODS OR BY THE USE OF
FORWARD-LOOKING TERMINOLOGY, SUCH AS "ANTICIPATE," "BELIEVE," "ESTIMATE,"
"EXPECT," "MAY," "MIGHT," "WILL," "WOULD," OR "INTEND." THESE FORWARD-LOOKING
STATEMENTS INCLUDE, WITHOUT LIMITATION, THOSE RELATING TO THE BENEFITS,
PROSPECTS AND COMPLETION OF THE MERGER. WE CAUTION YOU NOT TO PLACE UNDUE
RELIANCE ON THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS NEWS RELEASE IN
THAT ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE INDICATED IN SUCH
FORWARD-LOOKING STATEMENTS, DUE TO A VARIETY OF FACTORS. THOSE FACTORS INCLUDE,
BUT ARE NOT LIMITED TO, FAILURE OR DELAY IN OBTAINING REQUIRED SHAREHOLDER OR
REGULATORY APPROVALS, THE COMPANIES' FAILURE TO CONSUMMATE THE MERGER, INABILITY
TO SUCCESSFULLY INTEGRATE THE COMPANIES AFTER THE MERGER, MATERIALLY ADVERSE
CHANGES IN THE COMPANIES' FINANCIAL CONDITIONS, CHANGES IN ECONOMIC CONDITIONS
AND GOVERNMENT FISCAL AND MONETARY POLICIES, FLUCTUATIONS IN PREVAILING INTEREST
RATES, THE ABILITY OF BANCORPSOUTH TO COMPETE WITH OTHER FINANCIAL SERVICES
COMPANIES, CHANGES IN BANCORPSOUTH'S OPERATING OR EXPANSION STRATEGY, GEOGRAPHIC
CONCENTRATION OF BANCORPSOUTH'S ASSETS, THE ABILITY OF BANCORPSOUTH TO ATTRACT,
TRAIN, AND RETAIN QUALIFIED PERSONNEL, THE ABILITY OF BANCORPSOUTH TO
EFFECTIVELY MARKET ITS SERVICES AND PRODUCTS, BANCORPSOUTH'S DEPENDENCE ON
EXISTING SOURCES OF FUNDING, AND OTHER FACTORS GENERALLY
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UNDERSTOOD TO AFFECT THE FINANCIAL RESULTS OF FINANCIAL SERVICE COMPANIES, AND
OTHER RISKS DETAILED FROM TIME TO TIME IN BANCORPSOUTH'S NEWS RELEASES AND
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. WE UNDERTAKE NO OBLIGATION
TO UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES
THAT OCCUR AFTER THE DATE ON WHICH SUCH STATEMENTS WERE MADE.
THIS NEWS RELEASE MAY BE DEEMED TO BE SOLICITATION MATERIAL WITH RESPECT TO THE
PROPOSED MERGER OF BANCORPSOUTH AND FIRST UNITED. BANCORPSOUTH AND ITS DIRECTORS
MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES WITH RESPECT TO
A SHAREHOLDER MEETING TO BE HELD IN CONNECTION WITH SUCH MERGER. INFORMATION
CONCERNING THE PARTICIPANTS IN THE SOLICITATION IS SET FORTH IN THE DEFINITIVE
PROXY STATEMENT FILED BY BANCORPSOUTH WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MARCH 31, 2000 FOR ITS 2000 ANNUAL MEETING OF SHAREHOLDERS. IN
CONNECTION WITH THE PROPOSED MERGER, BANCORPSOUTH WILL FILE A REGISTRATION
STATEMENT ON FORM S-4 WITH THE SECURITIES AND EXCHANGE COMMISSION. SHAREHOLDERS
OF BANCORPSOUTH AND FIRST UNITED ARE ENCOURAGED TO READ THE REGISTRATION
STATEMENT, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF
THE REGISTRATION STATEMENT, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MERGER, BANCORPSOUTH AND FIRST UNITED. AFTER THE REGISTRATION STATEMENT IS
FILED WITH THE SEC, IT WILL BE AVAILABLE FREE OF CHARGE, BOTH ON THE SEC'S WEB
SITE (WWW.SEC.GOV) AND FROM BANCORPSOUTH'S AND FIRST UNITED'S CORPORATE
SECRETARIES.
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