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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 Pursuant to Rule 14a-11(c) or Rule 14a-12
BANCORPSOUTH, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(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:
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[BANCORPSOUTH LOGO]
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38804
March 31, 2001
TO THE SHAREHOLDERS OF
BANCORPSOUTH, INC.
On Tuesday, April 24, 2001, 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 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 and desire to vote your
shares personally rather than by proxy, you may withdraw your proxy at any time
before it is exercised.
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 BY COMPLETING, SIGNING, DATING AND RETURNING
THE ENCLOSED PROXY CARD PROMPTLY.
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[BANCORPSOUTH LOGO]
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38804
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 2001
TO THE SHAREHOLDERS OF
BANCORPSOUTH, INC.
The annual meeting of shareholders of BancorpSouth, Inc. will be held
on Tuesday, April 24, 2001, 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 five 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, 2001; 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 9, 2001
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, 2001
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 BY
COMPLETING, SIGNING, DATING AND RETURNING 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.
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[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
April 24, 2001, 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, 2001.
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, 2001 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 11:59 p.m. (Central Time) on April 23, 2001, 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 in the enclosed business reply envelope.
The close of business on March 9, 2001 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 84,089,679 shares were outstanding and entitled to vote. The Common Stock
is the Company's only outstanding voting stock.
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. 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.
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NOMINEES
The Board of Directors has nominated the two individuals named below
under the caption "Class III Nominees" for election as directors to serve until
the annual meeting of shareholders in 2004 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).
In addition, the Board of Directors has nominated the individual named
below under the caption "Class II Nominee" for election as a director to serve
until the annual meeting of shareholders in 2002, or until his earlier
retirement in accordance with the policy of the Board of Directors. The Board of
Directors has also nominated the two 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. These Class I and Class II nominees were
elected by the Board of Directors in 2000 to fill vacancies on the Board of
Directors created by an increase in the size of the Board in connection with the
merger of First United Bancshares, Inc. into the Company on August 31, 2000.
Mississippi law provides that the term of a director who is elected to fill a
vacancy on a board of directors expires at the next meeting of shareholders at
which directors are elected.
Each nominee has consented to be a candidate and to serve, if elected.
The following table shows the names, ages, principal occupations and
other directorships of the nominees designated by the Board of Directors to
become directors and the year in which each nominee was first elected to the
Board of Directors.
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION/OTHER DIRECTORSHIPS SINCE
----------------------------- ---- ---------------------------------------- ---------
CLASS III NOMINEES - TERM EXPIRING IN 2004
Aubrey B. Patterson.......... 58 Chairman of the Board and Chief Executive Officer of the 1983
Company and BancorpSouth Bank
R. Madison Murphy............ 43 Chairman of the Board, Murphy Oil Corporation, El Dorado, 2000
Arkansas (oil and gas exploration and production);
Director, Deltic Timber Corporation, El Dorado,
Arkansas (timber production)
CLASS II NOMINEE - TERM EXPIRING IN 2002
James V. Kelley.............. 51 President and Chief Operating Officer of the Company and 2000
BancorpSouth Bank; Chairman of the Board, President
and Chief Executive Officer, First United Bancshares,
Inc., El Dorado, Arkansas (bank holding company)
(1987-2000)
CLASS I NOMINEES - TERM EXPIRING IN 2003
Robert C. Nolan.............. 59 Chairman of the Board, Deltic Timber Corporation, El 2000
Dorado, Arkansas (timber production); Managing
Partner, Munoco Company, El Dorado, Arkansas (oil and
gas exploration and production)
W. Cal Partee, Jr............ 56 Partner, Partee Flooring Mill, Oil and Timber 2000
Investments, Magnolia, Arkansas (oil and lumber
production)
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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 I and Class II directors listed below. 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.
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION/OTHER DIRECTORSHIPS SINCE
-------------------------------- ----- ------------------------------------------------------ --------
CLASS II - TERM EXPIRING IN 2002
W. G. Holliman, Jr............ 63 Chairman, President, Chief Executive Officer and 1994
Director, Furniture Brands International, Inc., St.
Louis, Missouri and Tupelo, Mississippi (furniture
manufacturer)
A. Douglas Jumper............. 69 President, S&J Steel Builders, Inc., Booneville, 1972
Mississippi (steel manufacturer); Director, Cavalier
Homes, Inc., Addison, Alabama (mobile home
manufacturer)
Turner O. Lashlee............. 64 Chairman of the Board and President, Lashlee-Rich, Inc. 1992
Humboldt, Tennessee (general construction,
construction management and retail building materials
supplier)
Alan W. Perry................. 53 Attorney at Law, Forman, Perry, Watkins, Krutz & Tardy, 1994
PLLC, Jackson, Mississippi
CLASS I - TERM EXPIRING IN 2003
Shed H. Davis................. 68 Managing Partner, Davis Farms Partnership, Bruce, 1955
Mississippi (farming)
Hassell H. Franklin........... 65 Chief Executive Officer, Franklin Corp., Houston, 1974
Mississippi (furniture manufacturer)
Travis E. Staub............... 68 Vice Chairman, JESCO, Inc., Fulton, Mississippi 1975
(construction and engineering)
Each of the nominees and continuing directors has had the principal
occupation indicated for more than five years, unless otherwise indicated. Mr.
Murphy and Mr. Nolan are first cousins.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE
FOR EACH OF THE CLASS I, CLASS II AND CLASS III NOMINEES.
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PROPOSAL 2: SELECTION OF AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors
has appointed the accounting firm of KPMG LLP as independent auditors of the
Company and its subsidiaries for the year ending December 31, 2001, subject to
the approval of the shareholders of the Company. This firm has served as the
independent auditors of the Company or its subsidiaries since 1973.
In addition to rendering audit services for the year ended December 31,
2000, KPMG LLP performed various other services for the Company and its
subsidiaries. The aggregate fees billed for the services rendered to the Company
by KPMG LLP for 2000 were as follows.
Audit Fees......................................................... $ 235,000
Financial Information Systems
Design and Implementation Fees.............................. $ --
All Other Fees(1).................................................. $ 410,000
---------------
(1) Includes services for employee benefit plan audits, audits of
subsidiary companies, due diligence for acquisitions, registration
statement review, regulatory compliance review, accounting
consultations, tax compliance and consultations and other
consultations.
The Audit Committee has considered whether the provision of non-audit
services by KPMG LLP to the Company is compatible with maintaining KPMG LLP's
independence.
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 its subsidiaries for the
year ending December 31, 2001. If the appointment is not approved, the matter
will be referred to the Audit Committee for further review. 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 BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During 2000, the Board of Directors of the Company held six 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 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 2000. The current members of the Executive
Committee are Messrs. Patterson (Chairman), Franklin, Holliman, Jumper, Kelley,
Lashlee and Staub.
The Audit 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 Committee is currently composed of Messrs. Townes (Chairman),
Davis, Lashlee, Nolan and Perry. This committee met 11 times during 2000.
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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 members of this committee are Messrs. Holliman
(Chairman), Partee and Staub. The committee met 11 times during 2000.
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 Lashlee. This committee met one time during 2000.
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, Kelley, Lashlee, Patterson and Staub. The
Nominating Committee met six times during 2000.
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 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, 2001,
options to purchase 228,764 shares of Common Stock have been granted under the
Directors Option Plan, of which options to purchase 54,096 shares have been
exercised.
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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 the outstanding shares of Common Stock, to file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of Common Stock. 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 2000.
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 2000.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of January 31,
2001, 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 in the section captioned "EXECUTIVE COMPENSATION," and (iv) all
directors and executive officers of the Company as a group.
SHARES BENEFICIALLY PERCENTAGE
OWNED (1) OF CLASS
------------------- -----------
BancorpSouth, Inc. Amended and Restated Salary Deferral
Profit Sharing Employee Stock Ownership Plan,
One Mississippi Plaza, Tupelo, Mississippi 38804................ 5,187,329 6.17%
Harry R. Baxter ..................................................... 105,999 (2) *
Shed H. Davis ....................................................... 225,714 (3) *
Hassell H. Franklin ................................................. 1,028,249 1.22
W. G. Holliman, Jr. ................................................. 528,260 (4) *
A. Douglas Jumper ................................................... 471,013 (5) *
James V. Kelley ..................................................... 306,749 (6) *
Turner O. Lashlee ................................................... 66,741 *
R. Madison Murphy ................................................... 676,775 (7) *
Robert C. Nolan ..................................................... 594,923 (8) *
W. Cal Partee, Jr. .................................................. 525,964 (9) *
Aubrey B. Patterson ................................................. 664,025 (10) *
Alan W. Perry ....................................................... 44,809 *
Michael L. Sappington ............................................... 128,205 *
Travis E. Staub ..................................................... 90,578 (11) *
Andrew R. Townes, D.D.S. ............................................ 121,192 *
Michael W. Weeks .................................................... 153,581 (12) *
All directors and executive officers as a
group (20 persons)................................................ 6,038,085 7.18
---------------
* 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 January 31,
2001, including upon the exercise of 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 H 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 33,655 shares owned by Mr. Baxter's wife, of which Mr. Baxter
disclaims beneficial ownership.
(3) Includes 2,800 shares held as custodian for Mr. Davis' grandchildren,
of which Mr. Davis disclaims beneficial ownership, 45,169 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.
(4) Includes 107,194 shares owned by Mr. Holliman's wife, of which Mr.
Holliman disclaims beneficial ownership.
(5) Includes 401,534 shares held in a trust of which Mr. Jumper is the
beneficiary and co-trustee.
(6) Includes 765 shares held by Mr. Kelley as custodian for the benefit of
a minor son, of which Mr. Kelley disclaims beneficial ownership, and
100,000 shares beneficially owned by Mr. Kelley pursuant to a Stock
Bonus Agreement, dated as of April 16, 2000, between the Company and
Mr. Kelley (the "2000 Stock Bonus Agreement"), over which he exercises
voting power.
(7) Includes 23,199 shares held in trusts of which Mr. Murphy is the
trustee for the benefit of his minor children, of which Mr. Murphy
disclaims beneficial ownership, 1,552 shares held in trusts of which
Mr. Murphy is the trustee for the benefit of his minor nieces and
nephews, of which Mr. Murphy disclaims beneficial ownership, 16,594
shares held in trusts of which other persons are the trustees for the
benefit of Mr. Murphy's minor children, of which Mr. Murphy disclaims
beneficial ownership, 10,128 shares owned by Mr. Murphy's wife, of
which Mr. Murphy disclaims beneficial ownership, 30,878 shares
beneficially owned in trusts of which Mr. Murphy is not a trustee but
has residuary interests, and 482,332 shares held by a limited
partnership that is controlled by a limited liability company of which
Mr. Murphy is a member.
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(8) Includes 4,227 shares owned by Mr. Nolan's wife, of which Mr. Nolan
disclaims beneficial ownership, and 416,194 shares held in trusts of
which Mr. Nolan is the co-trustee for the benefit of nieces, nephews,
children and lineal descendants of the four co-trustees, of which Mr.
Nolan disclaims beneficial ownership.
(9) Includes 330 shares owned by Mr. Partee's wife, of which Mr. Partee
disclaims beneficial ownership, 990 shares held by Mr. Partee's wife as
custodian for the benefit of Mr. Partee's children, of which Mr. Partee
disclaims beneficial ownership, and 478,901 shares beneficially owned
by the estate of Mr. Partee's father, of which Mr. Partee, as
co-executor, has shared voting power.
(10) Includes 3,910 shares owned by Mr. Patterson's mother, of which Mr.
Patterson disclaims beneficial ownership, and 98,000 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 and January 31, 2001 (the "1998 Stock Bonus Agreement"), over
which he exercises voting power.
(11) Includes 11,351 shares owned by Mr. Staub's wife, of which Mr. Staub
disclaims beneficial ownership.
(12) Includes 10,793 shares owned by Mr. Weeks' wife, of which Mr. Weeks
disclaims beneficial ownership, and 30,000 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.
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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 2000 exceeded $100,000 (collectively, the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
AWARDS PAYOUTS
------ -------
SECURITIES
OTHER RESTRICTED UNDERLYING ALL OTHER
NAME AND ANNUAL STOCK OPTIONS/ LTIP COMPENSA-
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDS($) SARS (#) PAYOUTS($) TION($)(1)
---------------------- ---- ---------- ---------- --------------- ---------- ---------- ---------- ----------
Aubrey B. Patterson...... 2000 $475,000 $325,969 -- -- 75,000/-- $230,125 (2) $8,500
Chairman and Chief 1999 440,000 308,880 -- -- 60,000/-- 112,438 (2) 8,000
Executive Officer of 1998 400,000 184,000 -- -- 56,000/-- 155,750 (2) 8,000
the Company and
BancorpSouth Bank
James V. Kelley.......... 2000 $315,000(3) $144,113 (3) -- -- 30,000/-- -- (4) $6,077
President and Chief 1999 N/A N/A N/A N/A N/A N/A N/A
Operating Officer 1998 N/A N/A N/A N/A N/A N/A N/A
of the Company and
BancorpSouth Bank
Michael L. Sappington.... 2000 $238,000 $ 87,108 -- -- 15,000/-- -- $8,500
Executive Vice 1999 206,872 78,197 -- -- 14,000/-- -- 8,000
President of 1998 189,791 52,382 -- -- 14,000/-- -- 8,000
the Company and Vice
Chairman of
BancorpSouth Bank
Michael W. Weeks......... 2000 $227,604 $ 83,303 -- -- (5) 12,000/-- -- $8,500
Executive Vice 1999 216,766 81,937 -- -- (5) --/-- -- 8,000
President of 1998 206,444 56,978 -- -- (5) --/-- -- 8,000
the Company and Vice
Chairman of
BancorpSouth Bank
Harry R. Baxter.......... 2000 $201,500 $ 73,749 -- -- 15,000/-- -- $8,500
Executive Vice 1999 171,253 64,734 -- -- 14,000/-- -- 8,000
President of 1998 157,113 43,363 -- -- 12,000/-- -- 7,834
the Company and Vice
Chairman of
BancorpSouth Bank
---------------
(1) These amounts represent matching contributions by the Company under the
401(k) Plan.
(2) Pursuant to the terms of the 1998 Stock Bonus Agreement between the
Company and Mr. Patterson, a total of 126,000 shares of Common Stock
have been awarded to Mr. Patterson, subject to release from escrow of
7,000 shares on April 1 in each of 1998 and 1999 and the release from
escrow of 14,000 shares on April 1 in each of 2000 through 2007 if the
Company achieves either a 0.9% return on average assets or a 12.825%
return on average equity for the preceding year. These performance
criteria were achieved during 1999 and the appropriate number of shares
were released from escrow in 2000. If such performance criteria are not
achieved for a particular year, the shares that would have been
released for that year will continue to be held in escrow until the
earlier of termination or expiration of the term of the 1998 Stock
Bonus Agreement. Prior to release 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, 2000,
42,000 shares remained restricted, subject to achievement of
performance criteria. At December 31, 2000, the value of these 42,000
restricted shares under the 1998 Stock Bonus Agreement was $511,875
(based upon the closing sale price of the Common Stock of $12.1875 as
reported on the New York Stock Exchange on December 31, 2000). On
January 31, 2001, the 1998 Stock Bonus Agreement was amended to award
Mr. Patterson an additional 56,000 shares of Common Stock, which are
subject to release in equal increments of 14,000 shares on April 1 in
each of 2004 through 2007 if the Company achieves the performance
criteria for the preceding year. If these additional 56,000 shares had
been held in escrow at December 31, 2000, the value of such shares at
December 31, 2000 would have been $682,500 (based on the closing sale
price of the Common Stock of $12.1875 as reported on the New York Stock
Exchange on December 31, 2000).
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(3) Includes amounts paid to Mr. Kelley by First United Bancshares, Inc.
for 2000 prior to its merger into the Company on August 31, 2000.
(4) Pursuant to the terms of the 2000 Stock Bonus Agreement between the
Company and Mr. Kelley, 100,000 shares of Common Stock were awarded to
Mr. Kelley on August 31, 2000, subject to release from escrow of 20,000
shares on August 31 in each of 2001 through 2005 if the Company
achieves either a 0.9% return on average assets or a 12.825% return on
average equity for the preceding year. If such performance criteria are
not achieved for a particular year, the shares that would have been
released for that year will continue to be held in escrow until the
earlier of termination or expiration of the term of the 2000 Stock
Bonus Agreement. Prior to release of these shares, Mr. Kelley is
entitled to receive all cash dividends paid on the shares held in
escrow under such 2000 Stock Bonus Agreement. At December 31, 2000,
100,000 shares remained restricted subject to achievement of
performance criteria. At December 31, 2000, the value of the restricted
shares under the 2000 Stock Bonus Agreement was $1,218,750 (based upon
the closing sale price of the Common Stock of $12.1875 as reported on
the New York Stock Exchange on December 31, 2000).
(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 from escrow of 6,000
shares on April 1 in each of 1995 through 2004 if the Company achieves
either a 0.9% return on average assets or a 12.825% return on average
equity for the preceding year. These performance criteria were achieved
during 1999 and the appropriate number of shares were released from
escrow during 2000. If such performance criteria are not achieved for a
particular year, the shares that would have been released for that year
will continue to be held in escrow until the earlier of termination or
expiration of the term of the 1995 Stock Bonus Agreement. Prior to
release 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, 2000, 30,000 shares remained restricted
subject to achievement of performance criteria. At December 31, 2000,
the value of the restricted shares under the 1995 Stock Bonus Agreement
was $365,625 (based upon the closing sale price of the Common Stock of
$12.1875 as reported on the New York Stock Exchange on December 31,
2000).
STOCK OPTION GRANTS
The following table sets forth certain information regarding grants of
stock options made to the Named Executive Officers during 2000.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-----------------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE AT
NUMBER OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS/SARS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM (3)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION -------------------------
NAME GRANTED (#)(1) FISCAL YEAR ($/SH)(2) DATE 5% ($) 10% ($)
---- -------------- ----------- ----------- ---------- -------- ----------
Aubrey B. Patterson...... 75,000/-- 20.75% $ 13.0625 10-31-10 $616,116 $1,561,367
James V. Kelley.......... 30,000/-- (4) 8.30 13.0625 10-31-10 246,446 624,547
Michael L. Sappington.... 15,000/-- 4.15 13.0625 10-31-10 123,223 312,273
Michael W. Weeks......... 12,000/-- 3.32 13.0625 10-31-10 98,579 249,819
Harry R. Baxter.......... 15,000/-- 4.15 13.0625 10-31-10 123,223 312,273
---------------
(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 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.
(4) Does not include options granted to Mr. Kelley by First United
Bancshares, Inc. prior to its merger into the Company on August 31,
2000.
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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 2000 and
with respect to unexercised options and SARs at December 31, 2000.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF VALUE OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
SHARES UNEXERCISED OPTIONS/SARS OPTIONS/SARS AT
ACQUIRED AT FISCAL YEAR-END (#)(1) FISCAL YEAR-END ($)(2)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------- ------------ ------------ ----------- ------------- ----------- -------------
Aubrey B. Patterson...... 20,700 $ 249,642 434,051 133,667 $ 904,266 --
James V. Kelley.......... -- (3) -- 151,585 30,000 148,944 --
Michael L. Sappington.... -- -- 129,603 29,001 223,599 --
Michael W. Weeks......... 24,000 187,500 115,000 12,000 207,750 --
Harry R. Baxter.......... 18,000 93,375 48,666 28,334 -- --
---------------
(1) Prior to 1997, options represented two-thirds of annual awards and SARs
represented one-third. There were no SARs granted during 2000. There
are no freestanding SARs.
(2) Based upon the closing sale price of Common Stock of $12.1875 per
share, as reported on the New York Stock Exchange on December 31, 2000,
less the exercise price for the options/SARs.
(3) Does not include options to purchase shares of common stock of First
United Bancshares, Inc. that were exercised by Mr. Kelley prior to the
merger of First United Bancshares, Inc. into the Company on August 31,
2000.
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 2000.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
NUMBER OF ESTIMATED FUTURE PAYOUTS UNDER
SHARES, UNITS PERFORMANCE OR NON-STOCK PRICE-BASED PLANS
OR OTHER OTHER PERIOD UNTIL --------------------------------------------------
NAME RIGHTS (#) MATURATION OR PAYOUT THRESHOLD (#) TARGET (#) MAXIMUM (#)
---- ------------ -------------------- ------------- ---------- -----------
Aubrey B. Patterson...... 14,000 1 year 98,000 (2) 98,000 (2) 98,000 (2)
James V. Kelley......... -- 1 year 100,000 (3) 100,000 (3) 100,000 (3)
Michael L. Sappington... -- -- -- -- --
Michael W. Weeks........ -- -- -- -- --
Harry R. Baxter......... -- -- -- -- --
---------------
(1) Pursuant to the terms of the 1998 Stock Bonus Agreement between the
Company and Mr. Patterson, a total of 126,000 shares of Common Stock
have been awarded to Mr. Patterson, subject to release from escrow of
7,000 shares on April 1 in each of 1998 and 1999 and the release from
escrow of 14,000 shares on April 1 in each of 2000 through 2007 if the
Company achieves either a 0.9% return on average assets or a 12.825%
return on average equity for the preceding year. These performance
criteria were achieved during 1999 and the appropriate number of shares
were released from escrow in 2000. If such performance criteria are not
achieved for a particular year, the shares that would have been
released for that year will continue to be held in escrow until the
earlier of termination or expiration of the term of the 1998 Stock
Bonus Agreement. Prior to release 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, 2000,
42,000 shares remained restricted, subject to achievement of
performance criteria. At December 31, 2000, the value of these 42,000
restricted shares under the 1998 Stock Bonus Agreement was $511,875
(based upon the closing sale price of the Common Stock of $12.1875 as
reported on the New York Stock Exchange on December 31, 2000). On
January 31, 2001, the 1998 Stock Bonus Agreement was amended to award
Mr. Patterson an additional 56,000 shares of Common Stock, which are
subject to release in equal increments of 14,000 shares on April 1 in
each of 2004 through 2007 if the Company achieves the performance
criteria for the preceding year. If these additional 56,000 shares had
been held in escrow at December 31, 2000, the value of such
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shares at December 31, 2000 would have been $682,500 (based on the
closing sale price of the Common Stock of $12.1875 as reported on the
New York Stock Exchange on December 31, 2000).
(2) Represents number of shares of Common Stock to be released after 2000
under the 1998 Stock Bonus Agreement if the Company achieves certain
performance criteria or if the term of the 1998 Stock Bonus Agreement
expires.
(3) Represents number of shares of Common Stock to be released after 2000
under the 2000 Stock Bonus Agreement if the Company achieves certain
performance criteria or if the term of the 2000 Stock Bonus Agreement
expires.
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 2000, the maximum
annual benefit limitation under the Internal Revenue Code with respect to the
Retirement Plan was $135,000 and the maximum amount of considered annual
compensation was $170,000.
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.
RETIREMENT PLAN AND DEFERRED COMPENSATION PLAN
YEARS OF SERVICE AT RETIREMENT
AVERAGE ANNUAL ------------------------------------------------------------------------------------
COMPENSATION 15 20 25 30 35
-------------- --------- --------- --------- --------- ---------
$ 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
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 2000, even if earned during a prior year) as of
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December 31, 2000 was: Mr. Patterson, $783,880; Mr. Kelley, $0; Mr. Sappington,
$316,197; Mr. Weeks, $309,541 and Mr. Baxter, $266,234. The estimated credited
years of service for each Named Executive Officer as of December 31, 2000 was:
Mr. Patterson, 28 years; Mr. Kelley, 0 years; Mr. Sappington, 23 years; Mr.
Weeks, 6 years; and Mr. Baxter, 32 years. At December 31, 2000, Mr. Kelley was
not a participant in the Deferred Compensation Plan. At December 31, 2000, Mr.
Kelley had 16 years of credited service and an earned and accrued annual
retirement benefit of $43,100 per year under the First United Bancshares, Inc.
defined benefit pension plan, which was frozen in connection with the August 31,
2000 merger of First United Bancshares, Inc. into the Company and is being
maintained by the Company.
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, Kelley, Sappington and Baxter 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 Messrs. Patterson and Kelley, and two times such annual
compensation, with respect to the other officers.
Under the 1998 Stock Bonus Agreement between Mr. Patterson and the
Company, the 2000 Stock Bonus Agreement between Mr. Kelley 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, Mr. Kelley 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 is to make
additional payments to Mr. Patterson and Mr. Kelley to the extent they become
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 and the 2000 Stock
Bonus Agreement, respectively.
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 2000, 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"). The Compensation Committee consisted
of W. G. Holliman, Jr. (Chairman), W. Cal Partee, Jr. and Travis E. Staub during
2000. In addition, during 2000 the Stock Incentive Committee, which in 2000
consisted of Travis E. Staub (Chairman), W. G. Holliman, Jr. and Turner O.
Lashlee, approved stock option grants under the Company's 1994 Stock Incentive
Plan. None of the 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 2000. The Compensation
Committee generally is responsible for establishing and administering the
Company's executive compensation policies and programs within the framework
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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 directors who are
employees of the Company). 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 in
determining executive compensation for 2000.
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. Individual increases in
salary are based upon an assessment of the peer group average salary and its
relationship to the executive, the executive's salary and 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 2000, the Committee
assigned to each executive's position a target bonus award opportunity that
ranged from 10% of base salary for department/division managers to 75% 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 2000, each
eligible employee was entitled to 91.5% of the employee's target bonus, based on
the Company's average deposits and return on average assets during 2000.
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 annual
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,
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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, which was amended on January
30, 2000 and January 31, 2001. Pursuant to the 1998 Stock Bonus Agreement, the
Company has awarded Mr. Patterson a total of 126,000 shares of Common Stock,
subject to release from escrow of 7,000 shares on April 1 in each of 1998 and
1999 and 14,000 shares on April 1 in each of 2000 through 2007 if the Company
achieves certain performance criteria for the preceding year. In 2000, the
Company entered into the 2000 Stock Bonus Agreement with Mr. Kelley, pursuant to
which the Company awarded Mr. Kelley 100,000 shares of Common Stock, with 20,000
of such shares subject to release from escrow on August 31 in each of 2001
through 2005 if the Company achieves certain performance criteria 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 in each of 1995 through 2004 if the Company achieves certain performance
criteria 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 2001 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.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER IN 2000
In establishing the compensation for Mr. Patterson, the Company's
Chairman of the Board 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 a 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. Mr. Patterson's salary for 2000 was established at the beginning
of the year and represented a 7.95% increase over his salary for 1999. In 2000,
as Chief Executive Officer, Mr. Patterson was eligible to earn a bonus of 75% of
his base salary. Based on the Company's performance, Mr. Patterson's 2000 bonus
of $325,969 represented 91.5% 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 2000 was
provided through the grant in November 2000 of options to purchase 75,000 shares
of Common Stock, and the grant of 126,000 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:
W. G. Holliman, Jr. (Chairman) Travis E. Staub (Chairman)
W. Cal Partee, Jr. W. G. Holliman, Jr.
Travis E. Staub Turner O. Lashlee
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AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of the Company consists
of five directors, each of whom is "independent" as defined by the listing
standards of the New York Stock Exchange.
The role and responsibilities of the Audit Committee are set forth in a
written Charter adopted by the Company's Board of Directors, which is attached
as Appendix A to this Proxy Statement. In fulfilling its responsibilities, the
Audit Committee:
- Reviewed and discussed with management the Company's audited
consolidated financial statements for the year ended December 31, 2000;
- Discussed with KPMG LLP, the Company's independent auditors, the
matters required to be discussed under Statement on Auditing Standards
No. 61; and
- Received the written disclosures from KPMG LLP required by Independence
Standards Board Standard No. 1, and discussed with KPMG LLP their
independence.
Based on the Audit Committee's review of the Company's audited
financial statements for the year ended December 31, 2000 and its discussions
with management and KPMG LLP, as described above and in reliance thereon, the
Audit Committee recommended to the Company's Board of Directors that the
Company's audited consolidated financial statements for the year ended December
31, 2000 be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2000 for filing with the SEC.
Audit Committee:
Andrew R. Townes, D.D.S. (Chairman)
Shed H. Davis
Turner O. Lashlee
Robert C. Nolan
Alan W. Perry
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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 prepared by SNL Securities L.C.
comparing the yearly percentage change in the cumulative total stockholder
return on the 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 L.C. and consists of 279
publicly-traded banks and bank holding companies located in the southeastern
United States.
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
[GRAPH]
PERIOD ENDED
-------------------------------------------------------------------
INDEX 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
------ -------- -------- -------- -------- -------- -------
BancorpSouth, Inc. 100.00 141.10 246.02 192.55 179.08 138.77
S&P 500 100.00 122.86 163.86 210.64 254.97 231.74
SNL Southeast Bank Index 100.00 137.27 208.09 221.53 174.32 175.04
17
21
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, 2000, the maximum aggregate amount of extensions of
credit outstanding to directors and executive officers of the Company and their
associates was $25,977,803 (3.3% of the Company's equity capital as of December
31, 2000). As of January 31, 2001, the aggregate amount of extensions of credit
to these persons was $23,096,786.
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 2000 at interest rates ranging from 7.85% to
8.50% 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, was paid $61,885 for certain
legal services rendered on behalf of the Company during 2000, 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 $588,443 by the Company during 2000 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 2002
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, 2001 in
order for the proposal to be included in the Company's Proxy Statement and proxy
card.
Shareholder proposals submitted after December 1, 2001 will not be
included in the Company's Proxy Statement or proxy card, but may be included in
the agenda for the 2002 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 2002 annual
meeting must deliver written notice to the Secretary of the Company at the
address below not earlier than December 1, 2001 nor later than December 31,
2001. Any nomination for director or other
18
22
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
2002 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 2002 annual meeting,
unless the Company receives notice of the matter(s) to be proposed by December
31, 2001. 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.
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23
A copy of the Company's Annual Report to Shareholders for the year
ended December 31, 2000 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, 2001
20
24
Appendix A
CHARTER OF THE AUDIT COMMITTEE
OF THE BANCORPSOUTH, INC. BOARD OF DIRECTORS
I. AUDIT COMMITTEE PURPOSE
The Audit Committee (Committee) is appointed by the BancorpSouth, Inc.
(Company), Board of Directors to assist the Board in fulfilling its
oversight responsibilities. The Committee's primary duties and
responsibilities are to:
A. Monitor the integrity of the Company's financial reporting
process and systems of internal controls regarding finance,
accounting, and legal compliance.
B. Monitor the work of the Audit/Loan Review Committee of
BancorpSouth Bank (Bank) and review compliance with its
Charter by that Committee.
C. Evaluate the independence and performance of the Company's
independent auditors and Internal Auditing Department.
D. Provide an avenue of communication among the independent
auditors, management, the Internal Audit Department, the
subsidiaries of the Company (including the Bank), and the
Board of Directors.
II. AUTHORITY OF AUDIT COMMITTEE
The Committee has the authority to conduct any investigation that it
deems appropriate to fulfilling its responsibilities. It has the right
to communicate directly with the independent auditors, as well as with
anyone associated with the Company or any subsidiary thereof. The
Committee has the ability to retain, at the Company's expense, special
legal, accounting, or other consultants or experts that it deems
necessary for the performance of its duties.
III. AUDIT COMMITTEE COMPOSITION
Committee members shall meet the requirements of the New York Stock
Exchange. The Committee shall be comprised of three or more Company
directors as determined by the Board, each of whom shall be independent
non-executive directors, free from any relationship that would
interfere with the exercise of his or her independent judgment. All
members of the Committee shall have a basic understanding of finance
and accounting and be able to read and understand fundamental financial
statements, and at least one member of the Committee shall have
accounting or related financial management expertise.
IV. CONDUCT OF MEETINGS
A. The Committee shall meet as frequently as circumstances
dictate, but shall meet at least quarterly. Normally, the
Committee will meet jointly with the Bank Audit/Loan Review
Committee, unless the Committee otherwise determines. In cases
of such joint meetings, the Chairman of this Committee shall
preside.
B. An agenda shall be prepared by the General Auditor and
distributed to members of the Committee in advance of each
regularly scheduled meeting.
C. The Committee may, at its discretion, meet privately in
separate executive session with management, the General
Auditor, or the independent auditors. In addition, the
Committee, or the Chair on behalf of the Committee, shall
communicate with management and/or the independent
A-1
25
auditors to the extent required by American Institute of
Certified Public Accountants (AICPA) Statements on Auditing
Standards 61 (SAS 61) during the quarterly reviews of the
Company's financial statements. If the Chair performs that
function, the Chair shall report such matters to the full
Committee at the next meeting.
V. FUNCTIONS OF THE AUDIT COMMITTEE
A. The Committee shall review and reassess the adequacy of this
Charter at least annually. In addition, it shall submit the
Charter to the Board of Directors for approval and have the
document published at least every three years in accordance
with Securities and Exchange Commission (SEC) regulations.
B. The Committee shall review the Company's annual audited
financial statements prior to filing or distribution and shall
discuss with management and independent auditors any
significant issues regarding accounting principles, practices,
and judgments. In addition, the Committee shall recommend to
the Board of Directors the inclusion of the financial
statements in the annual report.
C. The Committee, in consultation with management, the
independent auditors, and the internal auditors, shall
consider the integrity of the Company's financial reporting
processes and controls. In addition, it shall discuss
significant financial risk exposures and the steps management
has taken to monitor, control, and report such exposures. The
Committee shall review significant findings prepared by the
independent auditors and internal auditors, together with
management's responses.
D. With respect to quarterly financial results, the Committee
shall discuss with the independent auditors: (1) any
significant changes to the Company's accounting principles and
(2) any items required to be communicated by the independent
auditors in accordance with AICPA SAS 61 (see item F). The
Chair of the Committee may represent the entire Committee for
purposes of this discussion. If the Chair performs that
function, the Chair shall report such matters to the full
Committee at the next meeting.
E. The Committee shall receive reports from the Bank/Audit Loan
Review Committee as to the functions of that Committee and
conduct quarterly meetings with that Committee.
F. The independent auditors are ultimately accountable to the
Committee and the Board of Directors. The Committee shall
review the independence and performance of the auditors and
annually recommend to the Board of Directors the appointment
of the independent auditors or approve any discharge of
auditors when circumstances warrant. On an annual basis, the
Committee shall review and discuss with the independent
auditors all significant relationships they have with the
Company that could impair the auditors' independence and
discuss with the independent auditors their audit plan,
including scope, staffing, reliance upon management and
internal audit, and general audit approach. The Committee
shall discuss the results of the audit with the independent
auditors, as well as any matters required to be communicated
to audit committees in accordance with AICPA SAS 61. The
Committee shall consider and evaluate the independent
auditors' judgments about the quality and appropriateness of
the Company's accounting principles as applied in its
financial reporting and report any significant matters
relating thereto to the Board.
G. The Committee shall consult with the Audit/Loan Review
Committee of the Bank as to the budget, plan, activities,
organizational structure, and qualifications of the Internal
Audit Department, particularly with respect to matters
relating to the Holding Company.
H. The Committee shall review the appointment, performance,
compensation, and replacement of the senior internal audit
executive.
A-2
26
I. The Committee shall review significant reports relating to the
Company prepared by the Internal Audit Department, together
with management's response, along with such reports relating
to the Bank as the Audit/Loan Review Committee of the Bank
deems of a sufficient significance to refer to this Committee.
J. In conjunction with the Audit/Loan Review Committee of the
Bank, the Committee shall review the Internal Audit
Department's risk assessment process.
K. Annually, the Committee shall prepare a report to shareholders
as required by the SEC. This report shall include the
Committee activities relating to review and discussion of thc
audited financial statements with management; discussions with
the external auditor concerning any matters required by SAS
61; and discussions with the external auditor relating to any
matters required by Independence Standards Board Statement No.
1. The report should be included in the Company's annual proxy
statement. In addition, the Committee shall determine a report
has been made to the New York Stock Exchange with the required
affirmations.
L. The Committee shall perform any other activities consistent
with this Charter, the Company's by-laws, and governing law,
as the Committee or the Board deems necessary or appropriate.
M. The Committee shall maintain minutes of meetings of the
Committee and periodically report to the Board of Directors on
significant results of the foregoing activities.
N. The Committee shall receive and review an annual report from
the General Auditor which assesses compliance with this
charter and shall provide a report to the Board as to such
compliance.
A-3
27
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BANCORPSOUTH, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Shed H. Davis, Turner O. Lashlee and
Travis E. Staub, 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, April 24, 2001, 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 (1) FOR THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED ON THE BACK OF THIS
CARD, (2) FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE AUDITORS OF
THE COMPANY AND ITS SUBSIDIARY FOR THE YEAR ENDING DECEMBER 31, 2001, AND (3) 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.)
28
Mark
your vote as
indicated in [X]
this example
1 Election of Directors FOR WITHHOLD FOR AGAINST ABSTAIN
all nominees AUTHORITY 2. Proposal to ratify the appointment [ ] [ ] [ ]
Nominees: listed (except to vote for of KPMG LLP as the independent
Aubrey B Patterson marked to the all nominees auditors of the Company and its
R Madison Murphy contrary) listed subsidiaries for the year
James V Kelley [ ] [ ] ending December 31, 2001.
Robert C Nolan
W Cal Partee, Jr.
Instructions: To withhold
authority to vote for any
individual nominee, write
his or their name(s) on the
space provided below:
------------------------------- The undersigned instructs that this Proxy be voted as marked.
Dated: , 2001
---------------------------------------------------
---------------------------------------------------------------
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 VOTE BY MAIL Vote 24 hours a day, 7 days a week!
Call TOLL-FREE using a Return your proxy card in Your telephone vote must be received by 11:59 p.m.
touch-tone phone. the POSTAGE-PAID (Central Time) on Monday, April 23, 2001, to be
1-800-250-9081 envelope provided. 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
11:59 P.M. (CENTRAL TIME) ON APRIL 23, 2001.
Dear BancorpSouth Shareholder:
Here is your opportunity to invest in additional shares of BancorpSouth,
Inc. Common 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