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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2000
(August 31, 2000)
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BANCORPSOUTH, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
MISSISSIPPI 0-10826 64-0659571
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
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ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38804
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(Address of Principal Executive (Zip Code)
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 2. ACQUISITION OR DISPOSITION OF ASSETS and ITEM 5. OTHER EVENTS
BancorpSouth, Inc. ("BancorpSouth") and First United Bancshares, Inc.
("First United") have consummated the merger of First United into BancorpSouth
(the "Merger") effective at the end of August 31, 2000, pursuant to an Agreement
and Plan of Merger, dated as of April 16, 2000 and amended as of May 15, 2000,
between First United and BancorpSouth. In the Merger, each share of First United
common stock was converted into the right to receive 1.125 shares of
BancorpSouth common stock, with cash to be paid in lieu of fractional shares.
The Merger is to be accounted for as a pooling of interests. BancorpSouth's
Registration Statement on Form S-4 (Registration No. 333-39326) (the
"Registration Statement") sets forth certain information regarding the Merger,
BancorpSouth and First United. A copy of BancorpSouth's August 31, 2000 press
release announcing that the Merger has been consummated is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The financial statements of First United as of December 31, 1999 and
1998 and for the years ended December 31, 1999, 1998 and 1997, and as of June
30, 2000 and for the three- and six-month periods ended June 30, 2000 and 1999,
have been previously filed with the Securities and Exchange Commission and
incorporated by reference in the Registration Statement.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial information
with respect to the Merger as of December 31, 1999 and for the years ended
December 31, 1999, 1998 and 1997, and as of March 31, 2000 and for the
three-month periods ended March 31, 2000 and 1999, are incorporated herein by
reference to the Registration Statement.
Unaudited pro forma condensed consolidated financial information with
respect to the Merger as of June 30, 2000 and for the six-month periods ended
June 30, 2000 and 1999 is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
(c) The following exhibits are filed herewith:
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Exhibit Number Description
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2.1 Agreement and Plan of Merger, dated April 16, 2000, between
BancorpSouth, Inc. and First United Bancshares, Inc.
(incorporated by reference to Exhibit 99.1 of the Registrant's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 27, 2000)
2.2 Consent and Amendment to Agreement and Plan of Merger, dated
as of May 15, 2000, between BancorpSouth, Inc. and First
United Bancshares, Inc. (incorporated by reference to Exhibit
2.2 of the Registrant's Registration Statement on Form S-4
(Registration No. 333-39326) filed with the Securities and
Exchange Commission on June 14, 2000).
99.1 Press Release issued on August 31, 2000 by BancorpSouth, Inc.
(previously filed)
99.2 Unaudited pro forma condensed consolidated financial
information with respect to the merger of First United
Bancshares, Inc. with and into BancorpSouth, Inc. as of June
30, 2000 and for the six-month periods ended June 30, 2000
and 1999.
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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: November 14, 2000
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EXHIBIT INDEX
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Exhibit Number Description
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2.1 Agreement and Plan of Merger, dated April 16, 2000, between
BancorpSouth, Inc. and First United Bancshares, Inc.
(incorporated by reference to Exhibit 99.1 of the Registrant's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 27, 2000)
2.2 Consent and Amendment to Agreement and Plan of Merger, dated
as of May 15, 2000, between BancorpSouth, Inc. and First
United Bancshares, Inc. (incorporated by reference to Exhibit
2.2 of the Registrant's Registration Statement on Form S-4
(Registration No. 333-39326) filed with the Securities and
Exchange Commission on June 14, 2000).
99.1 Press Release issued on August 31, 2000 by BancorpSouth, Inc.
(previously filed)
99.2 Unaudited pro forma condensed consolidated financial
information with respect to the merger of First United
Bancshares, Inc. with and into BancorpSouth, Inc. as of June
30, 2000 and for the six-month periods ended June 30, 2000
and 1999.
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