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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
October 8, 1996
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BANCORPSOUTH, INC.
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(Exact name of registrant as specified in its charter)
Mississippi 0-10826 64-0659571
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
One Mississippi Plaza,
Tupelo, Mississippi 38801
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(Address of principal executive offices) (Zip Code)
(601) 680-2000
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On October 8, 1996 BancorpSouth, Inc. announced that it and its
subsidiary, Bank of Mississippi, headquartered in Tupelo, Mississippi, had
signed a definitive agreement for the merger of Iuka Guaranty Bank,
headquartered in Iuka, Mississippi, into Bank of Mississippi.
The announcement was made jointly by Iuka Guaranty Chairman O. T.
Gaines III and BancorpSouth and Bank of Mississippi Chairman and Chief
Executive Officer Aubrey Burns Patterson. The merger agreement has been
approved by the boards of directors of all institutions involved and is subject
to the approval of the shareholders of Iuka Guaranty, and state and federal
regulatory authorities.
Iuka Guaranty Bank, founded in 1912, operates banking offices in Iuka
(2) and Tishomingo (1), Mississippi. Bank of Mississippi and its sister
institution in Tennessee, Volunteer Bank, operate banking offices in all
counties in Mississippi and Tennessee which are contiguous with Tishomingo
County, the principle market of Iuka Guaranty Bank.
Upon consummation of the merger, Iuka Guaranty's three banking
offices will add to the 97 banking locations of Bank of Mississippi in 43
Mississippi communities. BancorpSouth's Tennessee subsidiary, Volunteer Bank,
headquartered in Jackson, Tennessee operates 31 banking offices in West
Tennessee.
The merger is expected to close during the first quarter of 1997.
The transaction will be accounted for as a pooling-of-interests and
accomplished with a tax-free exchange of common stock. Under the terms of the
merger agreement, the shareholders of Iuka Guaranty Bank will receive
821.148667 shares of BancorpSouth, Inc. common stock in exchange for each share
of Iuka Guaranty Bank common stock. The exchange ratio will result in the
issuance of 1,231,723 shares of BancorpSouth common stock. No fractional
shares will be issued. The exchange ratio is not subject to adjustment.
Iuka Guaranty Bank currently has total assets of approximately $117
million. BancorpSouth's total assets are approximately $3.5 billion.
BancorpSouth's common stock is traded on Nasdaq Stock Market under
the symbol BOMS.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BANCORPSOUTH, INC.
By: /s/ L. Nash Allen, Jr.
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L. Nash Allen, Jr.
Treasurer and
Chief Financial Officer
October 9, 1996