<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
(No Fee Required, Effective October 7, 1996)
For the fiscal year ended December 31, 1999 or
-----------------
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
(No Fee Required)
For the transition period from __________ to ___________
Commission file number 0-10826
BancorpSouth, Inc.
--------------------------------------
(Exact name of registrant as specified in its charter)
Mississippi 64-0659571
---------------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Mississippi Plaza
Tupelo, Mississippi 38801
---------------------------------------- -----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (662) 680-2000
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
------------------------------- ------------------------------
COMMON STOCK, $2.50 PAR VALUE NEW YORK STOCK EXCHANGE
COMMON STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $2.50 PAR VALUE
COMMON STOCK PURCHASE RIGHTS
----------------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [ ]
(Cover page continued on next page)
<PAGE> 2
(Continued from cover page)
The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of January 31, 2000, was approximately $821,846,000 based
on the closing sale price as reported on the New York Stock Exchange on January
31, 2000.
On January 31, 2000, the Registrant had outstanding 57,204,183 shares
of Common Stock, par value $2.50 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement used in connection with
Registrant's Annual Meeting of Shareholders held May 2, 2000 are incorporated by
reference into Part III of this Report.
EXPLANATORY NOTE
This amendment on Form 10-K/A amends the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999 to include financial statements
required by Form 11-K for the Registrant's Amended and Restated Salary Deferral-
Profit Sharing Employee Stock Ownership Plan, in accordance with Rule 15(d)-21
under the Securities Exchange Act of 1934, as amended, and to reflect certain
changes to the list of exhibits in Item 14 of Part IV.
<PAGE> 3
PART IV
Item 14. - Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Consolidated Financial Statements:
See Item 8.
The following are filed herewith as an appendix to this report:
BancorpSouth, Inc. Amended and Restated Salary
Deferral-Profit Sharing Employee Stock Ownership Plan
Financial Statements and Schedules at December 31, 1999 and
1998 and for the years ended December 31, 1997, 1998 and
1999.
(a) 2. Consolidated Financial Statement Schedules:
All schedules are omitted as the required information is
inapplicable or the information is presented in the financial
statements or related notes.
(a) 3. Exhibits:
(3) (a) Articles of incorporation, as amended.(1)
(b) Bylaws.(2)
(4) Specimen Common Stock Certificate.(3)
(10) (a) 1998 Directors Stock Plan.(2)(8)
(b) Form of deferred compensation agreement between Bancorp
of Mississippi, Inc. and certain key executives.(4)(7)
(c) 1994 Stock Incentive Plan.(3)(8)
(d) 1995 Non-Qualified Stock Option Plan for Non-Employee
Directors.(3)(8)
(e) Stock Bonus Agreement between BancorpSouth, Inc. and
Michael W. Weeks, dated January 17, 1995 and Escrow
Agreement between Bank of Mississippi and Michael W.
Weeks, dated January 17, 1995.(5)(8)
(f) Stock Bonus Agreement between BancorpSouth, Inc. and
Aubrey B. Patterson, Jr., dated January 20, 1998 and
Escrow Agreement between BancorpSouth Bank and Aubrey
B. Patterson, Jr., dated March 20, 1998.(6)(8)
(g) Information regarding Bancorp of Mississippi, Inc.,
Amended and Restated Salary Deferral-Profit Sharing
Employee Stock Ownership Plan.(7)(8)
(11) Statement re computation of per share earnings.*
(21) Subsidiaries of the Registrant.*
(23.1) Consent of Independent Accountants.*
(23.2) Consent of Independent Accountants.
(27) Financial Data Schedule.*
---------------------
(1) Filed as exhibits 3.1 and 3.2 to the Registrant's
registration statement on Form S-4 filed on January 6, 1995
(Registration No. 33-88274) and incorporated by reference
thereto.
(2) Filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998 (file
number 0-10826), and incorporated by reference thereto.
(3) Filed as an exhibit to the Registrant's Quarterly Report
on Form 10-Q for the three months ended March 31, 1998
(file number 0-10826), and incorporated by reference
thereto.
2
<PAGE> 4
(4) Filed as an exhibit to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1988
(file number 0-10826), and incorporated by reference
thereto.
(5) Filed as an exhibit to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1995
(file number 0-1-826), and incorporated by reference
thereto.
(6) Filed as an exhibit to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1997
(file number 0-10826), and incorporated by reference
thereto.
(7) Filed as an exhibit to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1990
(file number 0-10826), and incorporated by reference
thereto.
(8) Compensatory plans or arrangements.
* Previously filed as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1999.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended
December 31, 1999.
3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BANCORPSOUTH, INC.
DATE: June 29, 2000 /s/ L. Nash Allen, Jr.
----------------------
L. Nash Allen, Jr.
Treasurer and Chief Financial Officer
4
<PAGE> 6
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Financial Statements and Schedules
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE> 7
INDEPENDENT AUDITORS' REPORT
The Employee Compensation and Fringe Benefit Committee
BancorpSouth, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of BancorpSouth, Inc. Amended and Restated Salary Deferral - Profit
Sharing Employee Stock Ownership Plan as of December 31, 1999 and 1998, and the
related statements of changes in net assets available for plan benefits for each
of the years in the three-year period ended December 31, 1999. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of
BancorpSouth, Inc. Amended and Restated Salary Deferral - Profit Sharing
Employee Ownership Plan at December 31, 1999 and 1998, and the changes in net
assets available for plan benefits for each of the years in the three-year
period ended December 31, 1999, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedules 1 and 2 is presented for purposes of additional analysis and complying
with the Department of Labor Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974 and is not a required
part of the basic financial statements. Such supplementary information has been
subjected to the auditing procedures applied in the audit of the basic 1999
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
April 13, 2000
<PAGE> 8
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- ----------
<S> <C> <C>
Investments, at fair value:
Investment in mutual funds:
Montag and Caldwell Growth Fund $10,604,667 6,631,557
Fidelity Institutional Short Intermediate Government Fund 378,524 253,084
Vanguard Bond Index 3,027,557 2,109,425
Vanguard Intermediate Term Treasury 377,772 270,826
Common stock of BancorpSouth, Inc. 78,686,636 77,210,023
U.S. Government and agency obligations 2,111,382 1,357,123
Participant loans 92,770 107,759
----------- ----------
95,279,308 87,939,797
Transfer receivable (note 5) 1,994,527 --
Accrued interest and dividends receivable 649,638 530,168
Cash in interest-bearing deposit accounts and
money market accounts 897,130 485,482
----------- ----------
Net assets available for plan benefits $98,820,603 88,955,447
=========== ==========
</TABLE>
See accompanying notes to financial statements
2
<PAGE> 9
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ -----------
<S> <C> <C> <C>
Investment income:
Net appreciation (depreciation) in fair value of
investments (note 4) $ (4,368,662) (24,301,416) 41,816,744
Interest 132,622 93,187 112,855
Dividends 3,047,001 2,339,333 1,910,516
------------ ------------ -----------
Total investment income (loss) (1,189,039) (21,868,896) 43,840,115
Assets of merged plans (note 7) 8,339,225 -- --
Contributions:
Employer 2,556,055 1,925,292 1,726,608
Employee - salary deferral 4,012,577 2,862,527 2,654,223
Rollover (note 6) 35,633 -- --
------------ ------------ -----------
Total contributions 6,604,265 4,787,819 4,380,831
------------ ------------ -----------
Total additions to net assets 13,754,451 (17,081,077) 48,220,946
Benefits paid to participants 3,889,295 6,691,642 3,709,328
------------ ------------ -----------
Net increase (decrease) 9,865,156 (23,772,719) 44,511,618
Net assets available for plan benefits:
Beginning of year 88,955,447 112,728,166 68,216,548
------------ ------------ -----------
End of year $ 98,820,603 88,955,447 112,728,166
============ ============ ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 10
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) DESCRIPTION OF PLAN
The following description of the BancorpSouth, Inc. Amended and Restated
Salary Deferral - Profit Sharing Employee Stock Ownership Plan (the Plan)
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
(A) GENERAL
The Plan was adopted by BancorpSouth, Inc. (the Company) effective
January 1, 1984. It is a defined contribution plan covering
substantially all full-time employees who have one year of service
and who have attained age eighteen. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974,
as amended (ERISA).
(B) CONTRIBUTIONS
Plan participants contribute to the Plan by electing to defer one
percent or more of their current compensation, in whole
percentages, up to the maximum allowable by law. The Company
matches amounts contributed by the participants to the Plan up to
five percent of annual compensation.
(C) INVESTMENT PROGRAMS
The investment programs of the Plan are as follows:
Fund A - Consists of shares of common stock of the
Company and participant loans.
Fund B - A fixed income fund investing in Treasury
notes, certificates of deposit and other
interest-bearing securities.
Fund C - A balanced fund investing in common stock of
corporations not affiliated with the Company,
government bonds and mutual funds.
Fund D - A short-term money market fund.
Fund E - An equity fund investing in corporations not
affiliated with the Company.
4 (Continued)
<PAGE> 11
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999 and 1998
The first five percent of compensation contributed by participants
and all Company contributions are invested in common stock of the
Company. Any participant contribution in excess of five percent of
compensation may be invested in the common stock of the Company or
in any of the other four types of investment funds.
(D) ADMINISTRATION
The Plan is administered by a committee appointed by the Board of
Directors of the Company. The committee is responsible for general
administration of the Plan and interpretation and execution of the
Plan's provisions.
(E) PARTICIPANTS' ACCOUNTS
Two separate accounts are maintained for each participant. All
amounts contributed by the participant together with earnings
thereon, and other adjustments are maintained in an "employee
deferral account." Matching amounts contributed by the Company are
maintained in a separate "employer contribution account" together
with similar adjustments.
(F) VESTING
Each participant is 100 percent vested in all amounts in their
employee deferral account. Vesting in the employer contribution
account is as follows: 33-1/3% after two years, 66-2/3% after
three years, 100% after four years.
(G) PAYMENT OF BENEFITS
Upon termination of service, death or permanent disability, a
participant may elect to receive either a lump-sum amount equal to
the value of his account, or monthly installments over a 5 to
15-year period. The monthly benefits cannot be paid over a period
longer than a participant's life expectancy or for more than 5
years following his death. For distributions from Fund A, the
employee may elect to receive stock of the Company or a cash
amount equal to the fair value of the stock.
(H) EXPENSES
Administrative expenses of the Plan were paid directly by
BancorpSouth, Inc. (the Plan Sponsor).
5 (Continued)
<PAGE> 12
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(2) SUMMARY OF ACCOUNTING POLICIES
(A) BASIS OF PRESENTATION
The financial statements of the Plan are prepared under the
accrual method of accounting.
(B) INVESTMENTS
Purchases and sales of investments are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
If available, quoted market prices are used to value investments.
If no quoted market prices are available, estimates are used. When
estimates are used, many factors, including current yields on
similar securities, market factors affecting the salability of
particular assets, and general economic conditions are considered.
Participant loans are recorded at their outstanding loan balance,
which approximates fair value.
(C) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(D) INCOME TAXES
The Plan is exempt from federal income taxes in accordance with
the provisions of the Internal Revenue Code. A favorable
determination letter, dated August 12, 1985, was received from the
Internal Revenue Service. The Plan has been amended since
receiving the determination letter. However, the plan
administrator and the Plan's legal counsel believe that the plan
is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Amounts
contributed by the Company are not taxed to the employee until a
distribution from the Plan is received.
(E) USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of income and expenses during the period. Actual
results could differ from those estimates.
6 (Continued)
<PAGE> 13
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(3) ACCOUNTING CHANGE
During 1999, the Plan adopted Statement of Position 99-3, Accounting for
and Reporting of Certain Defined Contribution Plan Investments and other
Disclosure Matters, which eliminates the disclosure of investment fund
option information. The adoption of the Statement of Position did not
have an effect on the net assets of the Plan, and the provisions of the
Statement have been retroactively applied.
(4) INVESTMENTS
The Plan's investments, including investments bought, sold, and held
during the year appreciated (depreciated) in fair value during the years
ended December 31, 1999, 1998 and 1997, respectively, as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ----------- ----------
<S> <C> <C> <C>
Net appreciation (depreciation) in fair value:
Common trust and mutual funds $ 1,071,437 1,486,228 1,152,868
Common stock of BancorpSouth, Inc. (5,348,553) (25,784,562) 40,662,070
U.S. Government and agency obligations (91,546) (3,082) 1,806
------------- ----------- ----------
Net appreciation in fair value $ (4,368,662) (24,301,416) 41,816,744
============= =========== ==========
</TABLE>
Dividend income earned from the investment in stock of BancorpSouth,
Inc., a related party, was $2,307,868, $1,952,306 and $1,711,723 in 1999,
1998 and 1997, respectively.
(5) TRANSFER RECEIVABLE
The effective date of the merger of the plan assets of the former
HomeBanc Corporation Employees Profit Sharing plan was December 31, 1999.
However, as of December 31, 1999, the plan assets had not yet been
transferred into the plan. Upon the transfer into the Plan of the
HomeBanc plan assets during 2000, this receivable will be reversed.
(6) PLAN TERMINATION
Although the Company has not expressed any intent to do so, it has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100 percent vested in their
accounts.
7 (Continued)
<PAGE> 14
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(7) PLAN MERGERS
During 1999, the plan assets of six employee benefit plans belonging to
four corporations which had previously merged with and into the Company,
were merged into the Plan.
On October 30, 1998, Alabama Bancorp, Inc. was merged with and into the
Company. The plan merger was completed in August 1999, with plan assets
of the former Alabama Bancorp Savings and Profit Sharing Plan being
merged into the Plan.
Merchants Capital Corporation was merged with and into the Company on
December 4, 1998. The plan merger was completed in August 1999, with plan
assets of the former Merchants Bank Employee Profit Sharing Plan,
Merchants Bank 401(k) Plan, and Merchants Bank Employee Stock Ownership
Stock Bonus Plan being merged into the Plan.
On December 31, 1998, The First Corporation was merged with and into the
Company. The plan merger was completed in December 1999, with plan assets
of the former First Corporation Employee Stock Ownership Plan with 401
(k) Provisions being merged into the Plan.
HomeBanc Corporation was merged with and into the Company on December 31,
1998. The plan merger was completed effective December 31, 1999, with
plan assets of the former HomeBanc Corporation Employees Profit Sharing
plan being merged into the Plan (see note 5).
(8) ROLLOVER
On June 30, 1999, Stewart Sneed Hewes, Inc. and subsidiaries were merged
with and into BancorpSouth Insurance Services of Mississippi, a
subsidiary of the Company. Participants in the Stewart Sneed Hewes, Inc.
Employees Retirement Plan had the option of transferring their individual
accounts into the Plan. In November 1999, individual accounts totaling
$35,633 were transferred into the Plan.
8 (Continued)
<PAGE> 15
BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(9) RECONCILIATION BETWEEN FINANCIAL STATEMENT AMOUNTS AND FORM 5500
The following is a reconciliation of net assets available for Plan
benefits per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1999 1998
----------- ----------
<S> <C> <C>
Net assets available for benefits
per the financial statements $98,820,603 88,955,447
Amounts allocated to withdrawing
participants 987,544 1,013,865
----------- ----------
Net assets available for benefits as
filed in Form 5500 $97,833,059 87,941,582
=========== ==========
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
1999 1998
----------- ----------
<S> <C> <C>
Benefits paid to participants per
the financial statements $ 3,889,295 6,691,642
Add: Amounts allocated to withdrawing
participants at December 31, 1999 and 1998 987,544 1,013,865
Less: Amounts allocated to withdrawing
participants at December 31, 1998 and 1997 (1,013,865) (4,542,590)
----------- ----------
Benefits paid to participants per the
Form 5500 $ 3,862,974 3,162,917
=========== ==========
</TABLE>
(10) SUBSEQUENT EVENTS
The Plan's vesting schedule was amended, effective January 1, 2000, to
allow for the immediate vesting of 100% of the employer contribution
account. This amendment replaces the previous vesting schedule described
in note 1. The Company plans to submit the revised Plan to the Internal
Revenue Service in order to receive a determination on its tax status.
9 (Continued)
<PAGE> 16
SCHEDULE 1
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
Investment at End of Plan Year
December 31, 1999
<TABLE>
<CAPTION>
PAR/NUMBER FAIR
ISSUER DESCRIPTION OF SHARES COUPON MATURITY COST VALUE
------ ----------- --------- ------ -------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
BancorpSouth, Inc.* Common stock 4,823,554 -- -- $43,461,940 78,686,636
Participant loans Loans 6.50 - 01/28/00 -
10.00 09/23/04 92,770
U.S. Government Agency Federal Home Loan Bank Note 200,000 6.06 05/05/03 200,006 194,876
U.S. Government Agency Federal Home Loan Bank Note 250,000 6.03 09/24/04 250,002 239,610
U.S. Government Agency Federal Home Loan Bank Note 250,000 5.75 05/07/04 250,011 238,437
U.S. Government Agency Federal Home Loan Bank Note 250,000 6.50 06/29/04 249,375 243,750
U.S. Government Agency Federal National Mortgage
Association Note 150,000 5.00 11/05/03 150,004 140,808
U.S. Government Agency Federal National Mortgage
Association Note 250,000 6.05 04/24/06 249,390 234,875
U.S. Government Agency Federal Farm Credit Bank 100,000 7.17 04/03/00 100,382 100,273
U.S. Government Agency Federal Home Loan Mortgage Corp 250,000 6.44 04/08/06 250,515 238,908
U.S. Government Agency Federal Home Loan Mortgage Corp 250,000 6.02 04/26/04 249,765 240,548
U.S. Government Agency Federal Home Loan Mortgage Corp 250,000 6.51 06/07/06 247,281 239,297
Montag & Caldwell
Growth Fund Mutual fund 302,991 6,570,689 10,604,667
Fidelity Institutional
Short Intermediate
Government Fund Mutual fund 41,734 389,018 378,524
Vanguard Bond Index Mutual fund 316,690 3,112,142 3,027,557
Vanguard Intermediate
Term Treasury Mutual fund 37,292 389,018 377,772
</TABLE>
*Both BancorpSouth, Inc. and BancorpSouth Bank are parties-in-interest to
the Plan.
See accompanying independent auditors' report.
10
<PAGE> 17
SCHEDULE 2
BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
TOTAL
NUMBER OF PURCHASE SELLING GAIN
DESCRIPTION OF SECURITY TRANSACTIONS PRICE/COST PRICE (LOSS)
------------------------------------------------ ------------ ----------- ---------- ------
<S> <C> <C> <C> <C>
Purchases:
Common stock of BancorpSouth, Inc.* 47 $ 6,382,329 -- --
Mutual funds:
Montag and Caldwell Growth Fund 9 2,240,000 -- --
Fidelity Institutional Short Intermediate
Government Fund 5 139,000 -- --
Vanguard Bond Index 5 1,112,000 -- --
Vanguard Intermediate Term Treasury 5 139,000 -- --
Government Obligations Fund 349 16,534,544 -- --
Sales:
Mutual Funds:
Montag and Caldwell Growth Fund 4 33,805 55,164 21,359
Government Obligations Fund 229 16,127,243 16,127,243 --
</TABLE>
*Both BancorpSouth, Inc. and BancorpSouth Bank are parties-in-interest to
the Plan.
See accompanying independent auditors' report.
11
<PAGE> 18
Exhibit Index
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
(3) (a) Articles of incorporation, as amended.(1)
(b) Bylaws.(2)
(4) Specimen Common Stock Certificate.(3)
(10) (a) 1998 Directors Stock Plan.(2)(8)
(b) Form of deferred compensation agreement between Bancorp of
Mississippi, Inc. and certain key executives.(4)(7)
(c) 1994 Stock Incentive Plan.(3)(8)
(d) 1995 Non-Qualified Stock Option Plan for Non-Employee
Directors.(3)(8)
(e) Stock Bonus Agreement between BancorpSouth, Inc. and Michael
W. Weeks, dated January 17, 1995 and Escrow Agreement between
Bank of Mississippi and Michael W. Weeks, dated January 17,
1995.(5)(8)
(f) Stock Bonus Agreement between BancorpSouth, Inc. and Aubrey B.
Patterson, Jr., dated January 20, 1998 and Escrow Agreement
between BancorpSouth Bank and Aubrey B. Patterson, Jr., dated
March 20, 1998.(6)(8)
(g) Information regarding Bancorp of Mississippi, Inc., Amended
and Restated Salary Deferral-Profit Sharing Employee Stock
Ownership Plan.(7)(8)
(11) Statement re computation of per share earnings.*
(21) Subsidiaries of the Registrant.*
(23.1) Consent of Independent Accountants.*
(23.2) Consent of Independent Accountants.
(27) Financial Data Schedule.*
</TABLE>
---------------------
(1) Filed as exhibits 3.1 and 3.2 to the Registrant's registration
statement on Form S-4 filed on January 6, 1995 (Registration
No. 33-88274) and incorporated by reference thereto.
(2) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998 (file number 0-10826), and
incorporated by reference thereto
(3) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the three months ended March 31, 1998 (file number 0-10826), and
incorporated by reference thereto.
(4) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1988 (file number 0-10826), and
incorporated by reference thereto.
(5) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995 (file number 0-10826), and
incorporated by reference thereto.
(6) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997 (file number 0-10826), and
incorporated by reference thereto.
(7) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1990 (file number 0-10826), and
incorporated by reference thereto.
(8) Compensatory plans or arrangements.
* Previously filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999.
