<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 under 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 38804
March 31, 2000
TO THE SHAREHOLDERS OF
BANCORPSOUTH, INC.
On Tuesday, May 2, 2000, 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.
You are cordially invited to attend and participate in the business of the
meeting.
Please read our enclosed Annual Report to Shareholders and the attached
Proxy Statement. They contain important information about your company and the
matters to be addressed at the annual meeting.
Whether you plan to attend the meeting or not, I urge you to vote your proxy
as soon as possible to assure your representation at the meeting. For your
convenience you can vote your proxy 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 annual meeting, you may withdraw your
proxy and vote your shares personally.
If you plan to attend the dinner portion of the annual meeting, please be
sure to complete and return the enclosed reservation card.
I look forward to seeing you at this year's annual meeting.
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 to Shareholders
YOUR VOTE IS VERY IMPORTANT . . . VOTE YOUR PROXY VIA TOUCH-TONE
TELEPHONE OR COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD PROMPTLY.
<PAGE> 3
[BANCORPSOUTH LOGO]
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38804
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 2000
TO THE SHAREHOLDERS OF
BANCORPSOUTH, INC.
The annual meeting of shareholders of BancorpSouth, Inc. will be held on
Tuesday, May 2, 2000, 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 three Class I directors;
(2) To ratify the appointment of the accounting firm of KPMG LLP as
independent auditors of BancorpSouth, Inc. and its subsidiary for the
year ending December 31, 2000; and
(3) To transact such other business as may properly come before the annual
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 17, 2000 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 31, 2000
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, TO ASSURE THE
PRESENCE OF A QUORUM, PLEASE VOTE YOUR PROXY 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 38804
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 May 2,
2000, 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 31, 2000.
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 subsidiary for the year ending December 31, 2000 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 May 1, 2000, 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 17, 2000 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
56,574,263 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 three individuals named below under the
caption "Class I Nominees" for election as directors to serve until the annual
meeting of shareholders in 2003 or until their earlier retirement in accordance
with the policy of the Board of Directors (which 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.
<PAGE> 5
Directors are elected by a plurality of the votes cast by the shares of
Common Stock 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 I NOMINEES
The following table shows the names, ages, principal occupations and other
directorships of the nominees designated by the Board of Directors to become
Class I 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>
Shed H. Davis.............. 67 Managing Partner, Davis Farms Partnership, Bruce, 1955
Mississippi (farming)
Hassell H. Franklin........ 64 Chief Executive Officer, Franklin Corp., Houston, 1974
Mississippi (furniture manufacturer)
Travis E. Staub............ 67 Vice Chairman, JESCO, Inc., Fulton, Mississippi 1975
(construction and engineering)
</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 III and Class II 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 III - 2001
Aubrey B. Patterson.......... 57 Chairman of the Board, President and Chief Executive 1983
Officer of the Company and BancorpSouth Bank
Andrew R. Townes, D.D.S...... 68 Doctor of Dental Surgery, Grenada, Mississippi 1971
CLASS II - 2002
W. G. Holliman, Jr............ 62 Chairman, President, Chief Executive Officer and 1994
Director, Furniture Brands International, Inc.,
St. Louis, Missouri and Tupelo, Mississippi
(furniture manufacturer)
A. Douglas Jumper............. 68 President, S&J Steel Builders, Inc., Booneville, 1972
Mississippi; Director, Cavalier Homes, Inc., Addison,
Alabama (mobile home manufacturer)
Turner O. Lashlee............. 63 Chairman of the Board and President, Lashlee-Rich, Inc. 1992
Humboldt, Tennessee (general construction,
construction management and retail building materials
supplier)
Alan W. Perry................. 52 Attorney at Law, Forman, Perry, Watkins, Krutz & Tardy, 1994
PLLC, Jackson, Mississippi
</TABLE>
Each of the nominees and continuing directors has had the principal
occupation indicated for more than five years.
2
<PAGE> 6
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR EACH OF THE CLASS I NOMINEES.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During 1999, the Board of Directors of the Company held four 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 of
Directors. Generally, the Executive Committee meets monthly. The Executive
Committee held 12 meetings during 1999. 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, a
subsidiary of the Company. The Audit and Loan Review Committee is currently
composed of Messrs. Townes (Chairman), Goode and Perry. This committee met 11
times during 1999.
The Human Resources and Marketing Committee reviews and approves the
salaries, benefits and other compensation of the employees of the Company and
BancorpSouth Bank. The current member of this committee is Mr. Woodall
(Chairman). The committee met 11 times during 1999.
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 two times during 1999.
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 six times during 1999.
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 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.
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 by at least six months, provided that the
3
<PAGE> 7
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 to provide that, on May 1 of each year, each participating director
will be granted 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 by at least six months. 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. As of
January 31, 2000, options to purchase 191,964 shares of Common Stock have 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, 2000,
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 38804............ 4,930,804 8.62%
Harry R. Baxter.................................................. 98,156 *
W. Gregg Cowsert................................................. 56,501 *
Shed H. Davis.................................................... 226,977 (2) *
Hassell H. Franklin.............................................. 923,461 1.61
Fletcher H. Goode, M.D. ......................................... 68,878 *
W. G. Holliman, Jr. ............................................. 506,988 (3) *
A. Douglas Jumper................................................ 465,225 (4) *
Turner O. Lashlee................................................ 59,487 *
Aubrey B. Patterson.............................................. 555,352 (5) *
Alan W. Perry.................................................... 39,611 *
Michael L. Sappington............................................ 112,076 *
Travis E. Staub.................................................. 84,539 (6) *
Andrew R. Townes, D.D.S. ........................................ 116,826 *
Michael W. Weeks................................................. 160,108 (7) *
Lowery A. Woodall................................................ 55,364 (8) *
All directors and executive officers as a
group (18 persons)............................................ 3,750,781 6.56
- ---------------
</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 after the date of this
Proxy Statement upon the exercise of options, including options granted
under the Company's 1990 and 1994 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 3,500 shares held as custodian for Mr. Davis' grandchildren, of
which Mr. Davis disclaims beneficial ownership, 50,143 shares owned by Mr.
Davis' wife, of which Mr. Davis disclaims beneficial ownership, and 82,800
shares held in a trust of which Mr. Davis is the beneficiary.
(3) Includes 106,416 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 3,774 shares owned by Mr. Patterson's mother, of which Mr.
Patterson disclaims beneficial ownership, and 56,000 shares beneficially
owned by Mr. Patterson pursuant to a Stock Bonus Agreement with the
Company, dated January 30, 1998 and amended as of January 30, 2000 (the
"1998 Stock Bonus Agreement"), over which he exercises voting power.
(6) Includes 10,953 shares owned by Mr. Staub's wife, of which Mr. Staub
disclaims beneficial ownership.
(7) Includes 6,032 shares owned by Mr. Weeks' wife, of which Mr. Weeks
disclaims beneficial ownership, and 36,000 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 1999.
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
1999.
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 BancorpSouth Bank for the year ending December 31, 2000,
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, 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 of Common Stock represented
at the annual meeting and entitled to vote is needed to ratify the appointment
of KPMG LLP as auditors of the Company and BancorpSouth Bank for the year ending
December 31, 2000. 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 subsidiary for each of the last three
years with respect to (i) the chief executive officer and (ii) the four other
most highly compensated executive officers of the Company whose total salary and
bonus for 1999 exceeded $100,000 (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
AWARDS PAYOUTS
------ -------
RESTRICTED LTIP ALL OTHER
NAME AND OTHER ANNUAL STOCK OPTIONS/ PAYOUTS COMPEN-
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) AWARDS ($) SARS (#)(1) ($) SATION ($)(2)
------------------ ---- ---------- --------- ---------------- ---------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aubrey B. Patterson... 1999 $ 440,000 $ 308,880 -- -- 60,000/-- $112,438 (3) $ 8,000
Chairman, President 1998 400,000 184,000 -- -- 56,000/-- 155,750 (3) 8,000
and Chief Executive 1997 385,000 144,760 -- -- (4) 56,618/-- -- 8,000
Officer of the
Company and
BancorpSouth Bank
Michael W. Weeks...... 1999 $ 216,766 $ 81,937 -- -- (5) --/-- -- $ 8,000
Executive Vice 1998 206,444 56,978 -- -- (5) --/-- -- 8,000
President of the 1997 196,613 36,964 -- -- (5) 10,000/-- -- 8,000
Company and Vice
Chairman of
BancorpSouth Bank
Michael L. Sappington. 1999 $ 206,872 $ 78,197 -- -- 14,000/-- -- $ 8,000
Executive Vice 1998 189,791 52,382 -- -- 14,000/-- -- 8,000
President of 1997 172,537 32,437 -- -- 14,000/-- -- 8,000
The Company and Vice
Chairman of
BancorpSouth Bank
Harry R. Baxter....... 1999 $ 171,253 $ 64,734 -- -- 14,000/-- -- $ 8,000
Executive Vice 1998 157,113 43,363 -- -- 12,000/-- -- 7,834
President of 1997 142,830 26,852 -- -- 12,000/-- -- 7,124
The Company and
Vice Chairman of
BancorpSouth Bank
W. Gregg Cowsert...... 1999 $ 155,246 $ 58,683 -- -- 14,000/-- -- $ 8,000
Executive Vice 1998 145,090 40,045 -- -- 10,000/-- -- 7,228
President 1997 127,833 24,033 -- -- 10,000/-- -- 6,376
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 April 1 in each of 1998
and 1999 and the release of 14,000 shares on April 1 in each of 2000, 2001,
2002 and 2003 if the Company achieved certain performance goals for the
preceding year. Prior to distribution of these shares, Mr. Patterson is
entitled to receive all cash dividends paid on the shares held in escrow
under such 1998 Stock Bonus Agreement. At December 31, 1999, 56,000 shares
remained restricted, subject to achievement of performance goals. At
December 31, 1999, the value of the restricted shares under the 1998 Stock
Bonus Agreement was $913,500 (based upon the closing sale price of the
Common Stock of $16.3125 as reported on the New York Stock Exchange on
December 31, 1999).
(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,
69,000 shares of Common Stock were awarded to Mr. Patterson, subject to
release of 6,900 shares on each April 1 in the years 1988 through 1997 if
the Company achieved certain performance goals for the preceding year.
Prior to distribution of these shares, Mr. Patterson was entitled to
receive all cash dividends paid on the shares held in escrow under such
1987 Stock Bonus Agreement. At December 31, 1999, 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 in
1995 through 2004 if the Company achieved certain performance goals for the
preceding year. Prior to distribution of these shares, Mr. Weeks is
entitled to receive all cash dividends paid on the shares held in escrow
under such 1995 Stock Bonus Agreement. At December 31, 1999, 36,000 shares
remained restricted subject to achievement of performance goals. At
December 31, 1999, the value of the restricted shares under the 1995 Stock
Bonus Agreement was $587,250 (based upon the closing sale price of the
Common Stock of $16.3125 as reported on the New York Stock Exchange on
December 31, 1999).
7
<PAGE> 11
STOCK OPTION GRANTS
The following table sets forth certain information regarding grants of stock
options made to the Named Executive Officers during 1999.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
PERCENT OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS/SARS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM (3)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION -------------------------
NAME GRANTED (#)(1) FISCAL YEAR ($/SH)(2) DATE 5% ($) 10% ($)
---- -------------- ----------- --------- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Aubrey B. Patterson........ 60,000/-- 25.42% $17.3125 10-31-09 $653,259 $1,655,497
Michael W. Weeks........... --/-- -- -- -- -- --
Michael L. Sappington...... 14,000/-- 5.93 17.3125 10-31-09 152,427 386,283
Harry R. Baxter............ 14,000/-- 5.93 17.3125 10-31-09 152,427 386,283
W. Gregg Cowsert........... 14,000/-- 5.93 17.3125 10-31-09 152,427 386,283
</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-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 1999 and with
respect to unexercised options and SARs at December 31, 1999.
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
SHARES OPTIONS/SARS AT FISCAL OPTIONS/SARS AT
ACQUIRED YEAR-END (#)(1) FISCAL YEAR-END ($)(2)
ON VALUE -------------------------- ----------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------------- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Aubrey B. Patterson... -- -- 397,211 116,207 $2,413,097 --
Michael W. Weeks...... -- -- 135,666 3,334 798,188 --
Michael L. Sappington. -- -- 115,603 28,001 614,029 --
Harry R. Baxter....... -- -- 54,000 26,000 168,000 --
W. Gregg Cowsert...... -- -- 65,529 24,001 334,077 --
</TABLE>
- ---------------
(1) Prior to 1997, options represented two-thirds of annual awards and SARs
represented one-third. There were no SARs granted during 1999. There are
no freestanding SARs.
(2) Based upon the closing sale price of Common Stock of $16.3125 per share,
as reported on the New York Stock Exchange on December 31, 1999, less the
exercise price for the options/SARs.
8
<PAGE> 12
LONG-TERM INCENTIVE PLAN AWARDS
The following table provides certain information regarding long-term
incentive plan ("LTIP") awards made to the Named Executive Officers during 1999.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK
PRICE-BASED PLANS
NUMBER OF PERFORMANCE OR -----------------
SHARES, UNITS OR OTHER PERIOD UNTIL THRESHOLD TARGET MAXIMUM
NAME OTHER RIGHTS (#) MATURATION OR PAYOUT ($ OR #) ($ OR #) ($ OR #)
---- ---------------- -------------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Aubrey B. Patterson... 7,000 (1) 1 year 56,000 (2) 56,000 (2) 56,000 (2)
Michael W. Weeks...... -- -- -- -- --
Michael L. Sappington. -- -- -- -- --
Harry R. Baxter....... -- -- -- -- --
W. Gregg Cowsert...... -- -- -- -- --
</TABLE>
- ---------------
(1) 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 April 1 in each of
1998 and 1999 and the release of 14,000 shares on April 1 in each of 2000,
2001, 2002 and 2003 if the Company achieved certain performance goals for
the preceding year. Prior to distribution of these shares, Mr. Patterson
is entitled to receive all cash dividends paid on the shares held in
escrow under such 1998 Stock Bonus Agreement. At December 31, 1999, 56,000
shares remained restricted, subject to achievement of performance goals.
At December 31, 1999, the value of the restricted shares under the 1998
Stock Bonus Agreement was $913,500 (based upon the closing sale price of
the Common Stock of $16.3125 as reported on the New York Stock Exchange on
December 31, 1999).
(2) Number of shares of Common Stock to be awarded after 1999 under the 1998
Stock Bonus Agreement.
PENSION PLANS
The Company maintains a tax-qualified, non-contributory, defined benefit
retirement plan for its employees and those of its subsidiary 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 1999, 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 subsidiary.
9
<PAGE> 13
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 $ 39,902 $ 46,952 $ 54,003 $ 61,053 $ 68,104
150,000 48,527 57,202 65,878 74,553 83,229
175,000 57,152 67,452 77,753 88,053 98,354
200,000 65,777 77,702 89,628 101,553 113,479
225,000 74,402 87,952 101,503 115,053 128,604
250,000 83,027 98,202 113,378 128,553 143,729
300,000 100,277 118,702 137,128 155,553 173,979
350,000 117,527 139,202 160,878 182,553 204,229
400,000 134,777 159,702 184,628 209,553 234,479
450,000 152,027 180,202 208,378 236,553 264,729
500,000 169,277 200,702 232,128 263,553 294,979
550,000 186,527 221,202 255,878 290,553 325,229
600,000 203,777 241,702 279,628 317,553 355,479
650,000 221,027 262,202 303,378 344,553 385,729
700,000 238,277 282,702 327,128 371,553 415,979
750,000 255,527 303,202 350,878 398,553 446,229
</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 (which includes salary and
bonuses paid during 1999, even if earned during a prior year) as of December 31,
1999 was: Mr. Patterson, $624,000; Mr. Weeks, $273,744; Mr. Sappington,
$259,254; Mr. Baxter, $214,616 and Mr. Cowsert, $195,291. The estimated credited
years of service for each Named Executive Officer is currently: Mr. Patterson,
27 years; Mr. Weeks, 5 years; Mr. Sappington, 22 years; Mr. Baxter, 31 years;
and Mr. Cowsert, 10 years.
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company has no written employment agreements with any of the Named
Executive Officers.
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 except for the arrangements described in the following
paragraphs.
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 remaining in
escrow under their respective Stock Bonus Agreements. The Company will make
additional payments to Mr. Patterson to
10
<PAGE> 14
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 1999, 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 1999. In
addition, during 1999 the Stock Incentive Committee, which in 1999 consisted of
Travis E. Staub (Chairman), W. G. Holliman, Jr. and Lowery A. Woodall, 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 its subsidiary, 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
subsidiary. 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, the Company's Chief Executive Officer, for 1999. 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 1999. 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 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, 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 1999, the Committee assigned to each
executive's position a target bonus award opportunity that ranged from 10% of
base
11
<PAGE> 15
salary for department/division managers to 65% 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 1999, the
Company achieved 100.7% of its targeted average deposits and 102.5% of its
targeted return on average assets, which entitled each eligible employee to 108%
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 executives 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. Because 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, 10% of which were subject
to be released from escrow on April 1 during each of the subsequent ten years if
the Company achieves certain performance goals for the preceding year. As of
January 30, 2000, the 1998 Stock Bonus Agreement was amended so that 25% of the
remaining 56,000 escrowed shares of Common Stock will be released from escrow on
April 1 during each of 2000, 2001, 2002 and 2003 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 April 1 during each of the subsequent ten years if the
Company achieves certain performance goals for the preceding year.
Section 162(m). Section 162(m) of the Internal Revenue Code generally limits
the corporate tax deduction for compensation beyond a statutorily defined amount
that is paid to an executive officer named in the Summary Compensation Table in
the Proxy Statement. However, compensation that is paid under a "performance
based" plan, as defined in Section 162(m), is fully deductible without regard to
the general Section 162(m) limit. The Compensation Committee has carefully
considered the impact of Section 162(m) and its limitation on deductibility in
determining and administering the Company's compensation policies and plans. The
Company has taken action to conform certain of its compensation plans so that
they qualify for an exception to the limitations of Section 162(m) and the
Company may fully deduct compensation paid under these plans. The Company has
also made changes to certain other executive compensation that may cause a
portion of that compensation to exceed the Section 162(m) limitation and,
therefore, prevent the Company from deducting that excess portion for 2000 and
subsequent years. In making these changes in executive compensation, the
Compensation Committee determined that the benefits of the changes to the
Company and its shareholders outweighed the inability to deduct a portion of the
compensation for federal income tax purposes.
12
<PAGE> 16
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER IN 1999
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 executives of the Company. In
addition, the Compensation Committee reviewed the 1999 Individual CEO Report,
prepared for the Company by an outside compensation consultant, which included
information regarding the published compensation of chief executive officers of
other bank holding companies whose average assets are approximately equal to the
Company's assets, giving due regard to differences in size, performance, growth,
profitability and demographics of chief executive officers of these bank holding
companies. Mr. Patterson's salary for 1999 was established at the beginning of
the year and represented a 10% increase over his salary for 1998. In 1999, as
Chief Executive Officer, Mr. Patterson was eligible to earn a bonus of 65% of
his base salary. Based on the Company's performance described above, Mr.
Patterson's 1999 bonus of $308,880 represented 108% of his target award, the
same percentage as all other executive officers of the Company entitled to
bonuses.
The long-term component of Mr. Patterson's compensation for 1999 was
provided through the grant in November 1999 of options to purchase 60,000 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 executives of
the Company.
Human Resources and Marketing Committee: Stock Incentive Committee:
Lowery A. Woodall (Chairman) Travis E. Staub (Chairman)
W. G. Holliman, Jr.
Lowery A. Woodall
13
<PAGE> 17
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 a Common Stock against the cumulative
total return of the S&P 500 Index and the SNL Southeast Bank Index for a 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 ENDED
-----------------------------------------------------------------------
INDEX 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BancorpSouth, Inc. 100.00 124.75 176.03 306.91 240.20 223.40
S&P 500 100.00 137.58 169.03 225.44 289.79 350.78
SNL Southeast Bank Index 100.00 149.98 205.88 312.10 332.25 261.46
</TABLE>
14
<PAGE> 18
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, 1999, the maximum aggregate amount of extensions of
credit outstanding to directors and executive officers of the Company and their
associates was $20,063,497 (4.03% of the Company's equity capital as of December
31, 1999). As of January 31, 2000, the aggregate amount of extensions of credit
to these persons was $19,802,504.
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 to employees during 1999 at interest rates ranging from 7.0% to 7.75%
per annum. All loans to employees in excess of $30,000 are made at the
prevailing interest rate.
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 1999, 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
$184,312 by the Company during 1999 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 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).
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the Company's 2001 annual
meeting of shareholders must be received by the Company at its executive
offices, located at the address listed below, not later than December 1, 2000 in
order for the proposal to be included in the Company's Proxy Statement and proxy
card.
Shareholder proposals submitted after December 1, 2000 will not be included
in the Company's Proxy Statement or proxy card, but may be included in the
agenda for the 2001 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 2001 annual
meeting must deliver written notice to the Secretary of the Company at the
address below not earlier than December 1, 2000 nor later than December 31,
2000. Any nomination for director or other
15
<PAGE> 19
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 the following paragraph.
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 38804
Attention: Secretary
The individuals named as proxies on the proxy card for the Company's 2001
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 2001 annual meeting, unless the Company
receives notice of the matter(s) to be proposed by December 31, 2000. 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 of Common Stock 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.
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.
16
<PAGE> 20
A copy of the Company's Annual Report to Shareholders for the year ended
December 31, 1999 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 31, 2000
17
<PAGE> 21
Mark your vote as indicated
in this example /X/
FOR WITHHOLD
all nominees AUTHORITY
listed (except to vote for
marked to the all nominees
contrary) listed
1. Election of Class I Directors / / / /
Nominees:
Shed M. Davis
Hassell H. Franklin
Travis E. Staub
Instructions: To withhold authority to vote for any individual
nominee, write his or their name(s) on the space
provided below:
------------------------------------------------
FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment of KPMG LLP / / / / / /
as the independent auditors of the Company and
its subsidiary for the year ending December 31, 2000.
The undersigned instructs that this Proxy be voted as marked.
Dated: ___________________________, 2000
________________________________________
Signature of Shareholder
________________________________________
Signature if held jointly
Please sign your name as it appears on this Proxy Card. 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
VOTE BY TELEPHONE
- -----------------
Call TOLL-FREE using a
touch-tone phone.
1-800-250-9081
VOTE BY MAIL
- ------------
Return your proxy card in
the POSTAGE-PAID envelope
provided.
Vote 24 hours a day, 7 days a week!
Your telephone vote must be received
by 4:00 p.m. (Central Time) on Monday,
May 1, 2000, to be counted in the final
tabulation.
=======================================
YOUR CONTROL NUMBER IS:
=======================================
IF YOU HAVE VOTED BY TELEPHONE, THERE IS NO NEED FOR YOU TO MAIL BACK YOUR
PROXY CARD. THE TELEPHONE VOTING FACILITIES WILL CLOSE AT 4:00 P.M.
(CENTRAL TIME) ON MAY 1, 2000.
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 questions about this plan or if you would like 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
<PAGE> 22
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BANCORPSOUTH, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints W. G. Holliman, Jr., Turner O. Lashlee and
Alan W. Perry, 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, May 2, 2000, 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 I DIRECTORS OF THE NOMINEES NAMED ON THE BACK OF THIS
CARD, (B) FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE AUDITORS OF
THE COMPANY AND ITS SUBSIDIARY FOR THE YEAR ENDING DECEMBER 31, 2000, AND (C) IN
ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS ON ANY OTHER MATTER
THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED ON THE OTHER SIDE.)
