UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11,
2005 (August 9, 2005)
BANCORPSOUTH, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Mississippi
|
|
1-12991
|
|
64-0659571 |
|
|
|
|
|
|
(State or other
jurisdiction of
incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| One Mississippi Plaza |
|
|
| 201 South Spring Street |
|
|
| Tupelo, Mississippi
|
|
38804 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code (662) 680-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2 below):
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On August 9, 2005, BancorpSouth, Inc. (“BancorpSouth”) and American State Bank Corporation
(“American”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to
which American agreed to merge with and into BancorpSouth (the “Merger”). American is a bank
holding company headquartered in Jonesboro, Arkansas. The Merger Agreement contemplates that
American’s banking subsidiary, American State Bank, will be merged with and into BancorpSouth’s
banking subsidiary, BancorpSouth Bank. The information set forth herein is qualified by its
entirety by reference to the text of the Merger Agreement, which is filed as part of this Form 8-K
as Exhibit 2.1.
The Merger Agreement provides that, if the merger is completed, American shareholders will
have the opportunity to elect to receive in exchange for each individual share of American common
stock they own immediately prior to completion between 2.1769 and 1.8731 shares of BancorpSouth
common stock or a cash payment of $93.9226. Holders of more than one share of American common stock
may elect a combination of cash and common stock consideration. In order to ensure that the Merger
qualifies as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code
of 1986, however, regardless of the election of an American shareholder, he or she may receive a
combination of cash and shares of BancorpSouth common stock that is different than what he or she
may have elected, depending on the elections made by other American shareholders.
Consummation of the Merger Agreement is subject to approval by regulatory authorities,
approval by the shareholders of American and certain other conditions set forth in the Merger
Agreement. The Merger is expected to close during the fourth quarter of 2005.
In connection with the proposed merger, BancorpSouth will file a registration statement on
Form S-4 with the Securities and Exchange Commission. Shareholders of BancorpSouth and American are
encouraged to read the registration statement, including the Proxy Statement/Prospectus that will
be a part of the registration statement, because it will contain important information about the
merger, BancorpSouth and American. After the registration statement is filed with the SEC, it will
be available for free, both on the SEC’s web site (www.sec.gov) and from the corporate secretary of
each of BancorpSouth and American.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure.
On August 10, 2005, BancorpSouth issued a press release announcing the Merger. The press
release is attached hereto as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| |
(a) |
|
Not applicable. |
| |
| |
(b) |
|
Not applicable. |
| |
| |
(c) |
|
Exhibits. |
| |
|
|
|
|
|
|
Exhibit 2.1
|
|
Agreement and Plan of Merger, dated as of August 9, 2005, between BancorpSouth,
Inc. and American State Bank Corporation |
|
|
|
|
|
|
|
Exhibit 99.1
|
|
Press Release issued on August 10, 2005 by BancorpSouth, Inc. |