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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark one)
[x] Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
(No fee required)
For the fiscal year ended December 31, 2000
OR
[ ] Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
(No fee required)
For the transition period from _________________ to _________________.
Commission file number: 1-12991
BancorpSouth, Inc. 401(k) Amended and Restated Salary Deferral-Profit Sharing
Employee Stock Ownership Plan
(Full title of the plan and the address of the plan,
if different from that of the issuer listed below)
BancorpSouth, Inc.
One Mississippi Plaza
Tupelo, Mississippi 38804
(Name of the issuer of the securities held
pursuant to the plan and the address of
its principal executive office)
2
REQUIRED INFORMATION
Page
----
Report of Independent Auditors..................................... 3
Statements of Net Assets Available for Benefits.................... 4
Statements of Changes in Net Assets Available for Plan Benefits.... 5
Notes to Financial Statements...................................... 6
Item 27a - Schedule of Assets Held for Investment Purposes......... 11
Item 27d - Schedule of Reportable Transactions..................... 12
EXHIBIT 23 - Accountants' Consent
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3
Report of Independent Auditors
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, 2000 and 1999, 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, 2000. 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 auditing standards generally accepted
in the United States of America. 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, 2000 and 1999, and the changes in net
assets available for plan benefits for each of the years in the three-year
period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.
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 2000
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
June 18, 2001
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BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OPTION PLAN
Statements of Net Assets Available for Benefits
December 31, 2000 and 1999
December 31,
--------------------------------
2000 1999
----------- -----------
Investments, at fair value:
Investment in mutual funds:
Montag and Caldwell Growth Fund .................. $11,438,615 $10,604,667
Fidelity Institutional Short Intermediate
Government Fund ................................ 422,886 378,524
Vanguard Bond Index .............................. 3,453,453 3,027,557
Vanguard Intermediate Term Treasury .............. 443,089 377,772
Common stock of BancorpSouth, Inc. ................. 62,055,986 78,686,636
U.S. Government and agency obligations ............. 2,146,501 2,111,382
Participant Loans .................................. 87,652 92,770
----------- -----------
80,048,182 95,279,308
Transfer receivable (note 5) ......................... 16,352,064 1,994,527
Accrued interest and dividends receivable ............ 728,971 649,638
Cash in interest-bearing deposit accounts and money
market accounts .................................... 1,599,476 897,130
----------- -----------
Net assets available for plan benefits ....... $98,728,693 $98,820,603
=========== ===========
See accompanying notes to financial statements.
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BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OPTION PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 2000, 1999 and 1998
2000 1999 1998
------------ ------------ -------------
Investment income:
Net depreciation) in fair value of
investments (note 4) ................ $(22,795,579) $ (4,368,662) $ (24,301,416)
Interest .............................. 148,002 132,622 93,187
Dividends ............................. 4,459,331 3,047,001 2,339,333
------------ ------------ -------------
Total investment loss ........... (18,188,246) (1,189,039) (21,868,896)
Assets of merged plans (note 5) ......... 16,352,064 8,339,225 --
Contributions
Employer .............................. 3,490,888 2,556,055 1,925,292
Employee - salary deferral ............ 4,463,083 4,012,577 2,862,527
Rollover (note 6) ..................... -- 35,633 --
------------ ------------ -------------
Total contributions ............. 7,953,971 6,604,265 4,787,819
------------ ------------ -------------
Benefits paid to participants ........... 6,209,699 3,889,295 6,691,642
------------ ------------ -------------
Net (decrease) increase ......... (91,910) 9,865,156 (23,772,719)
Net assets available for plan benefits
Beginning of year ..................... 98,820,603 88,955,447 112,728,166
------------ ------------ -------------
End of year ........................... $ 98,728,693 $ 98,820,603 $ 88,955,447
============ ============ =============
See accompanying notes to financial statements.
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BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OPTION PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(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.
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.
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BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OPTION PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(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
Both employee and employer contributions and the earnings
there on are 100% vested and non-forfeitable at all times.
(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) 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.
(i) Expenses
Administrative expenses of the Plan were paid directly by
BancorpSouth, Inc. (the Plan Sponsor).
(2) Summary of Accounting Policies
(a) Basis of Presentation
The financial statements of the Plan are prepared under the
accrual method of accounting.
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BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OPTION PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(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
accounting principles generally accepted in the United States
of America 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.
(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.
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BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OPTION PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(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, 2000, 1999 and 1998, respectively, as follows:
2000 1999 1998
------------ ----------- ------------
Net appreciation (depreciation) in fair
value:
Common trust and mutual funds $ (2,016,852) $ 1,071,437 $ 1,486,228
Common stock of BancorpSouth, Inc. (20,864,219) (5,348,553) (25,784,562)
U.S. Government and agency
obligations 85,492 (91,546) (3,082)
------------ ----------- ------------
Net depreciation in fair value $(22,795,579) $(4,368,662) $(24,301,416)
============ =========== ============
Dividend income earned from the investment in stock of BancorpSouth,
Inc., a related party, was $2,549,957, $2,307,868 and $1,952,306 in
2000, 1999 and 1998, respectively.
(5) Plan Mergers
During 2000, the Plan merged with two employee benefit plans of the
former First United Bancshares, Inc., a company merged into the Plan
Sponsor during 2000. The physical transfer of the assets of the merged
plans was not complete as of December 31, 2000, and therefore a
transfer receivable is recorded on the Statement of Net Assets
Available for Plan Benefits as of December 31, 2000.
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.
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BANCORPSOUTH, INC. SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OPTION PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(6) 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.
(7) 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:
December 31,
--------------------------------
2000 1999
----------- -----------
Net assets available for benefits per the
financial statements ......................... $98,728,693 $98,820,603
Amounts allocated to withdrawing
participants ................................. 1,503,793 987,544
----------- -----------
Net assets available for benefits as filed in
Form 5500 .................................... $97,224,900 $97,833,059
----------- -----------
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
2000 1999 1998
----------- ----------- -----------
Benefits paid to participants per the
financial statements .................. $ 6,209,699 $ 3,889,295 $ 6,691,642
Add: Amounts allocated to withdrawing
participants at December 31, 2000,
1999 and 1998 ......................... 1,503,793 987,544 1,013,865
Less: Amounts allocated to withdrawing
participants at December 31, 1999,
1998 and 1987 ......................... (987,544) (1,013,865) (4,542,590)
----------- ----------- -----------
Benefits paid to participants per the
Form 5500 ............................. $ 6,725,948 $ 3,862,974 $ 3,162,917
=========== =========== ===========
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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, 2000
Par/Number of
Issuer Description Shares Coupon
----------------------------------- ------------------------------------------ ------------- ------
BancorpSouth, Inc.* Common Stock 5,054,529 --
Participant Loans Loans 6.40-
11.00
U.S. Government Agency Federal Home Loan Bank Note 250,000 7.75
U.S. Government Agency Federal Home Loan Bank Note 250,000 6.03
U.S. Government Agency Federal Home Loan Bank Note 250,000 5.75
U.S. Government Agency Federal Home Loan Bank Note 250,000 6.50
U.S. Government Agency Federal Home Loan Mortgage Corp. 250,000 6.44
U.S. Government Agency Federal Home Loan Mortgage Corp. 250,000 6.02
U.S. Government Agency Federal Home Loan Mortgage Corp. 250,000 6.51
U.S. Government Agency Federal National Mortgage Association Note 150,000 5.00
U.S. Government Agency Federal National Mortgage Association Note 250,000 6.05
Montag & Caldwell Growth Fund Mutual Fund 296,749
Montag & Caldwell Growth Fund Mutual Fund 108,014
Fidelity Institutional Short
Intermediate Government Fund Mutual Fund 45,717
Vanguard Bond Index Mutual Fund 346,732
Vanguard Intermediate Term Treasury Mutual Fund 40,838
Issuer Maturity Cost Fair Value
----------------------------------- ------------------ ----------- -----------
BancorpSouth, Inc.* -- $49,783,553 $62,055,986
Participant Loans March 1, 2001-
October 10, 2005 87,652 87,652
U.S. Government Agency June 27, 2007 250,013 260,625
U.S. Government Agency September 24, 2004 250,002 248,202
U.S. Government Agency May 7, 2004 250,011 247,577
U.S. Government Agency June 29, 2004 249,375 249,845
U.S. Government Agency April 8, 2006 250,515 248,515
U.S. Government Agency April 26,2004 249,765 248,595
U.S. Government Agency June 7, 2006 247,281 248,827
U.S. Government Agency November 5, 2003 150,004 147,107
U.S. Government Agency April 24, 2006 249,390 247,208
Montag & Caldwell Growth Fund 7,430,967 8,386,136
Montag & Caldwell Growth Fund 2,166,097 3,052,479
Fidelity Institutional Short 425,018 422,886
Intermediate Government Fund
Vanguard Bond Index 3,400,142 3,453,453
Vanguard Intermediate Term Treasury 425,018 443,089
----------- -----------
$65,864,803 $80,248,182
=========== ===========
* Both BancorpSouth, Inc. and BancorpSouth Bank are parties-in-interest to
the Plan.
See accompanying independent auditors' report.
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BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL -
PROFIT SHARING EMPLOYEE STOCK OPTION OWNERSHIP PLAN
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 2000
Total
Number of purchase Selling Gain
Description of security transactions price/cost price (loss)
----------------------- ------------ ----------- ----------- -------------
Purchases:
Common stock of BancorpSouth, Inc.* 24 $ 5,551,392 $ -- $ --
U.S. Government and Agency Obligations 417 12,811,239 -- --
Sales:
U.S. Government 220 $12,423,257 $12,423,257 $ --
* Both BancorpSouth, Inc. and BancorpSouth Bank are parties-in-interest to
the Plan.
See accompanying independent auditors' report.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
BANCORPSOUTH, INC.
AMENDED AND RESTATED SALARY DEFERRAL-PROFIT
SHARING EMPLOYEE STOCK OWNERSHIP PLAN
June 29, 2001 By: BANCORPSOUTH BANK, as Trustee
By: /s/ William Malone
--------------------------------------
William Malone, First Vice President
and Trust Officer
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EXHIBIT INDEX
23 Consent of KPMG LLP, Independent Auditors