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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:
2
BancorpSouth
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38801
March 21, 1997
TO THE SHAREHOLDERS OF
BANCORPSOUTH, INC.
On Tuesday, April 22, 1997, at 7:00 p.m., 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. I
trust that you will make every effort to attend and participate in the business
of the meeting.
Please read our enclosed Annual Report to Shareholders and Proxy Statement
for the 1997 annual meeting of shareholders. Sign, date and return the enclosed
proxy, which is being solicited by the Board of Directors of the Company, as
soon as possible. If you attend the meeting, you may withdraw your proxy and
vote your shares personally.
If you plan to attend the dinner portion of the meeting, please be sure to
complete and return the enclosed reservation card.
Sincerely,
/s/ AUDREY 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
IMPORTANT . . . SEND IN YOUR PROXY
DATE, FILL IN, AND SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY.
3
BANCORPSOUTH
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38801
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 22, 1997
TO THE SHAREHOLDERS
OF BANCORPSOUTH, INC.
The annual meeting of shareholders of BancorpSouth, Inc. (the "Company")
will be held on Tuesday, April 22, 1997, at 7:00 p.m. at the Ramada Inn
Convention Center, 854 North Gloster Street, Tupelo, Mississippi, for the
following purposes:
(1) To elect five Class I directors;
(2) To ratify the appointment of the accounting firm of KPMG Peat Marwick
LLP as independent auditors of the Company and its subsidiaries for the
year 1997; and
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on March 7, 1997 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/ AUDREY B. PATTERSON
--------------------------------------
AUBREY B. PATTERSON
Chairman of the Board
and Chief Executive Officer
March 21, 1997
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, TO ASSURE THE
PRESENCE OF A QUORUM, PLEASE COMPLETE, DATE, SIGN AND MAIL THE ENCLOSED PROXY AS
SOON AS POSSIBLE. IF YOU ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES
PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.
4
BANCORPSOUTH
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38801
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 annual meeting of shareholders to be held at the Ramada Inn
Convention Center, 854 North Gloster Street, Tupelo, Mississippi, on April 22,
1997, at 7:00 p.m., local time, for the purposes set forth in the accompanying
notice, and at any adjournment thereof. This Proxy Statement and the
accompanying form of proxy are first being sent to shareholders on or about
March 21, 1997.
If the enclosed proxy is properly executed, returned 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 (a) for the
election as directors of the nominees described in this Proxy Statement, (b) to
ratify the appointment of the firm of KPMG Peat Marwick LLP as independent
auditors of the Company and its subsidiaries, and (c) for the recommendations of
the Board of Directors on any other proposal that may properly come before the
meeting.
Shareholders who sign proxies have the right to revoke them by written
request to the Company at any time before they are voted, and the giving of the
proxy will not affect the right of any shareholder to attend the meeting and
vote in person.
The close of business on March 7, 1997 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
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 22,227,705 shares
were outstanding and entitled to vote. The Common Stock is the Company's only
outstanding voting stock.
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. Approximately one-third of the directors are elected each year. The
Board of Directors has nominated the five individuals named below under the
caption "Class I Nominees" for election as directors to serve until the annual
meeting of shareholders in 2000 or until their earlier retirement in accordance
with the policy of the Board of Directors. The policy provides that a director
shall retire at age 65 unless he continues to be actively engaged in his primary
occupation, in which event he shall retire at age 70. Each nominee has consented
to be a candidate and to serve, if elected.
Directors are elected by a plurality of the votes cast by the shares
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 designated by the Board
of Directors 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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CLASS I NOMINEES
The following table shows the names, ages, principal occupations and other
directorships of the nominees to become Class I directors and the year in which
each nominee was first elected to the Board of Directors.
PRINCIPAL DIRECTOR
NAME AGE OCCUPATION/OTHER DIRECTORSHIPS SINCE
---- --- ------------------------------ --------
S. H. Davis 64 Partner, Davis Partnership (farming), Bruce, 1955
Mississippi
Hassell H. Franklin 61 Chief Executive Officer, Franklin Corp. (furniture 1974
manufacturer), Houston, Mississippi
Fletcher H. Goode, M.D. 67 Ophthalmologist, Millington, Tennessee 1996
Travis E. Staub 64 Vice Chairman, JESCO (construction), Fulton, 1975
Mississippi
Lowery A. Woodall 67 Management Consultant, Forrest General Hospital, 1994
Hattiesburg, Mississippi
CONTINUING DIRECTORS
The persons named below will continue to serve as directors until the
annual meeting of shareholders in the year indicated and until their successors
are elected and take office. Shareholders are not voting on the election of the
Class II and Class III directors. 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.
PRINCIPAL DIRECTOR
NAME AGE OCCUPATION/OTHER DIRECTORSHIPS SINCE
---- --- ------------------------------ --------
CLASS II -- 1999
A. Douglas Jumper 65 President, S&J Steel Builders, Inc., Booneville, 1972
Mississippi; Chairman, Belmont Homes, Inc. (mobile
home manufacturer), Belmont, Mississippi since
1992; Director of River Oaks Furniture, Inc.
(furniture manufacturer), Fulton, Mississippi
Turner O. Lashlee 60 President, Lashlee-Rich, Inc. (general construction 1992
and retail building materials supplier), Humboldt,
Tennessee
W. G. Holliman, Jr. 59 President and Chief Executive Officer, Furniture 1994
Brands International, Inc. (furniture
manufacturer), St. Louis, Missouri and Tupelo,
Mississippi
Alan W. Perry 49 Attorney at Law, Forman, Perry, Watkins & Krutz, 1994
Jackson, Mississippi
CLASS III -- 1998
Aubrey B. Patterson 54 Chairman of the Board and Chief Executive Officer of 1983
the Company and Bank of Mississippi; elected Chief
Executive Officer of the Company in April 1990,
and Chairman of the Board in April 1991; Director
of Belmont Homes, Inc. (mobile home manufacturer),
Belmont, Mississippi
Frank A. Riley 69 Attorney at Law, Riley, Ford, Caldwell & Cork, P.A., 1965
Tupelo, Mississippi
Andrew R. Townes, D.D.S. 65 Doctor of Dental Surgery, Grenada, Mississippi 1971
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PRINCIPAL DIRECTOR
NAME AGE OCCUPATION/OTHER DIRECTORSHIPS SINCE
---- --- ------------------------------ --------
J. Louis Griffin, Jr. 59 Community Bank Board Chairman, Bank of Mississippi, 1995
Laurel, Mississippi; previously, President and
Chief Executive Officer of LF Bancorp, Inc.,
Laurel, Mississippi, until its merger with the
Company in March 1995; previously President and
Chief Executive Officer of Laurel Federal Savings
& Loan Association until its merger with Bank of
Mississippi in December 1996.
Except as noted above, each of the nominees and continuing directors has
had the principal occupation indicated for more than five years.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During 1996, the Board of Directors of the Company held monthly meetings.
Thirteen meetings were held during 1996. All directors attended at least 75% of
the meetings held while they were directors of the Board and all committees on
which they served.
The Board of Directors has established the standing committees described
below. Mr. Patterson serves as an ex officio member of each 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.
Generally, the Executive Committee meets monthly. The Executive Committee held
12 meetings during 1996. The current members of the Executive Committee are
Messrs. Patterson (Chairman), Franklin, Jumper, Riley and Staub.
The Audit and Loan Review 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 the Company's banking
subsidiaries. The Audit and Loan Review Committee is currently composed of
Messrs. Townes (Chairman), Davis, Goode and Perry. This committee met 12 times
during 1996.
The Human Resources and Marketing Committee reviews and approves the
salaries, benefits and other compensation of the employees of the Company and
its subsidiaries. The members of this committee during 1996 were Messrs. Woodall
(Chairman), Griffin, Holliman and Lashlee. The committee met 12 times during the
year.
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), Jumper, Patterson, Riley and Staub. The Nominating
Committee met six times during the year.
Shareholders may make recommendations for nominees for the Board of
Directors to the Nominating Committee by submitting written notice to the chief
executive officer of the Company at least 90 days prior to the meeting. This
written notice must contain, to the extent known by the nominating shareholder,
the name, address and the principal occupation of each proposed nominee; and the
name, residential address, and the number of shares owned by the notifying
shareholder.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no additional
compensation for serving on the Board of Directors or any committee thereof.
Directors receive an annual retainer, paid monthly, of $3,600, and are paid a
meeting fee of $1,000 for each regular or called meeting attended. Members of
the Executive Committee receive a fee of $1,000 for each meeting attended.
Chairmen of other standing or special
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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. 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.
Each non-employee director of the Company also participates in the
Company's 1995 Non-Qualified Stock Option Plan For Non-Employee Directors (the
"Director Plan"). The Director Plan provides for the grant on each May 1 during
the term of the plan to each participating director of stock options to purchase
the number of shares of Common Stock equal to the nearest number of whole shares
equal to 24,000 shares (subject to adjustment) divided by the number of
non-employee directors of the Company on such grant date. The purchase price
upon exercise of an option is the fair market value of the Common Stock on the
grant date. Each option will also include 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, without payment to the Company
(except for applicable withholding taxes, if any), the excess of the fair market
value per share of Common Stock on the date on which the SARs are 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 shall terminate when
the option terminates. SARs may be exercised only upon the surrender and
cancellation of the corresponding exercisable portion of the option. Options
granted under the Director Plan have a ten-year term (subject to earlier
termination following death or termination of service) and become exercisable on
the date of the next annual meeting following the date of grant provided that
the option recipient has continually served as a director during that period.
The Director Plan is administered by the Board of Directors which has no
authority or discretion to deviate from the express provisions of this plan
except that before any May 1, the Board of Directors may revoke the next
automatic grant of options if no stock options were granted to employees since
the preceding May 1 under any of the Company's employee stock option plans. A
total of 192,000 shares of Common Stock have been reserved for issuance under
the Director Plan. Options to purchase 47,991 shares of Common Stock have
previously been granted, of which options to purchase 9,600 shares have been
exercised.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of January 31, 1997,
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person known by the Company to be the beneficial owner of more than 5% of
the Company's 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 under the caption "EXECUTIVE COMPENSATION," and (iv) all directors
and executive officers of the Company as a group.
SHARES BENEFICIALLY PERCENT
OWNED(1) OF CLASS
------------------- --------
BancorpSouth, Inc. Amended and Restated Salary Deferral
Profit Sharing Employee Stock Ownership Plan,............. 2,138,979 10.18%
One Mississippi Plaza,
Tupelo Mississippi 38801
S. H. Davis................................................. 115,607(2) *
Hassell H. Franklin......................................... 304,633 1.45%
Fletcher H. Goode, M.D...................................... 38,839 *
J. Louis Griffin, Jr........................................ 24,103(3) *
J. Ronald Hodges............................................ 39,026 *
W. G. Holliman, Jr.......................................... 174,563(4) *
A. Douglas Jumper........................................... 111,993(5) *
Turner O. Lashlee........................................... 21,648 *
Charles J. McKee............................................ 64,450 *
Aubrey B. Patterson......................................... 181,505(6) *
Alan W. Perry............................................... 13,141 *
Frank A. Riley.............................................. 35,407(7) *
Michael L. Sappington....................................... 46,837 *
Travis E. Staub............................................. 37,007(8) *
Andrew R. Townes, D.D.S..................................... 53,135 *
Michael W. Weeks............................................ 47,354(9) *
Lowery A. Woodall........................................... 22,349(10) *
All directors and executive officers as a group (22
persons).................................................. 1,464,037 6.96%
- ---------------
* Less than 1%
(1) Beneficial ownership is deemed to include shares of the Company's Common
Stock which an individual has a right to acquire within 60 days of the date
of this Proxy Statement upon the exercise of options, including options
granted under the BancorpSouth 1990 and 1994 Stock Incentive Plans (the
"Incentive Option Plans"). These shares are deemed to be outstanding for
the purposes of computing the 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 "Company's 401(k) Plan") and in
individual retirement accounts for which the shareholder can direct the
vote.
(2) Includes 1,600 shares held as custodian for grandchildren, 32,628 shares
owned by Mr. Davis' wife, and 41,400 shares held in a trust of which Mr.
Davis is the beneficiary.
(3) Includes 4,058 shares owned by Mr. Griffin's wife.
(4) Includes 9,945 shares owned by Mr. Holliman's wife.
(5) Includes 101,408 shares held in a trust of which Mr. Jumper is the
beneficiary and co-trustee.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
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(6) Includes 1,752 shares owned by Mr. Patterson's mother, of which Mr.
Patterson disclaims beneficial ownership, and 3,450 shares beneficially
owned by Mr. Patterson pursuant to a Stock Bonus Agreement with the
Company, dated November 1987 (the "1987 Stock Bonus Agreement"), over which
he exercises voting power.
(7) Includes 490 shares owned by Mr. Riley's wife.
(8) Includes 5,086 shares owned by Mr. Staub's wife.
(9) Includes 405 shares owned by Mr. Weeks' minor daughter and 27,000 shares
beneficially owned by Mr. Weeks pursuant to a Stock Bonus Agreement with
the Company, dated January 17, 1995, over which he exercises voting power.
(10) Includes 486 shares owned by Mr. Woodall's wife.
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 a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. These officers, directors and
greater than 10% shareholders of the Company are required by SEC regulation 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 during 1996 or
prior fiscal years.
Based solely on review of the copies of reports furnished to the Company
and written representations that no other reports were required, the Company
believes that the reporting and filing requirements were complied with during
1996 and prior fiscal years.
SELECTION OF AUDITORS
Upon the recommendation of the Audit and Loan Review Committee, the Board
of Directors has appointed the firm of KPMG Peat Marwick LLP, Certified Public
Accountants, as independent auditors of the Company for 1997, subject to the
approval of the shareholders. This firm has served as the independent auditors
of the Company or Bank of Mississippi since 1973. Representatives of this firm
will be at the meeting and will have an opportunity to make a statement if they
desire and will be available to respond to appropriate questions.
The affirmative vote of a majority of the shares represented at the meeting
and entitled to vote is needed to ratify the appointment of KPMG Peat Marwick
LLP as auditors of the Company for the year 1997. If the appointment is not
approved, the matter will be referred to the Audit and Loan Review Committee for
further review.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT.
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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 subsidiaries for each of the last three
years with respect to (a) the chief executive officer and (b) the four most
highly compensated executive officers of the Company whose total salary and
bonus for 1996 exceeded $100,000 (the "Named Executive Officers"). All share
amounts and share prices have been adjusted to give effect to a two-for-one
stock split effected in the form of a stock dividend paid on November 20, 1995
(the "1995 Stock Split").
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------------------- ----------------------------------------
AWARDS
-------------------------- PAYOUTS
RESTRICTED -----------
NAME AND OTHER ANNUAL STOCK OPTIONS/ LTIP
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) AWARDS ($) SARS (#)(1) PAYOUTS ($)
------------------ ---- ---------- --------- ---------------- ---------- ------------- -----------
Aubrey B. Patterson..... 1996 $360,000 $125,280 -- -- 20,000/10,000 8$6,681 (5)
Chairman, President 1995 $330,000 $133,650 $498,430(3) --(4) 20,000/10,000 6$1,453 (5)
and
Chief Executive 1994 $300,000 $498,950 $346,762(3) $406,250 0/0 5$2,612 (5)
Officer
of the Company and
Bank of Mississippi
Michael W. Weeks(6)..... 1996 $187,250 $43,442 -- -- 9,000/4,500 7$5,375 (7)
Chairman of the Board 1995 $175,000 $47,250 -- --(4) 40,000/20,000 --
and Chief Executive
Officer, Volunteer
Bank
Charles J. McKee........ 1996 $163,821 $38,006 $ 25,021(8) -- 0/0 --
Executive Vice 1995 $155,280 $41,926 $ 21,166(8) -- 10,000/5,000 --
President
of the Company and 1994 $147,886 $30,464 $ 18,870(8) -- 0/0 --
Vice Chairman, Bank of
Mississippi
Michael L. Sappington... 1996 $156,852 $36,389 -- -- 9,000/4,500 --
Vice Chairman, 1995 $135,975 $36,713 -- -- 8,000/4,000 --
Bank of 1994 $127,079 $26,178 -- -- 0/0 --
Mississippi
James Ronald Hodges..... 1996 $131,225 $30,444 -- -- 5,000/2,500 --
Vice Chairman and 1995 $124,976 $33,743 -- -- 6,000/3,000 --
Chief Credit Officer 1994 $116,800 $24,061 -- -- 0/0 --
of
Volunteer Bank
ALL OTHER
NAME AND COMPEN-
PRINCIPAL POSITION SATION ($)(2)
------------------ -------------
Aubrey B. Patterson..... $ 7,500
Chairman, President $ 7,500
and
Chief Executive $ 7,500
Officer
of the Company and
Bank of Mississippi
Michael W. Weeks(6)..... $ 4,681
Chairman of the Board --
and Chief Executive
Officer, Volunteer
Bank
Charles J. McKee........ $ 7,500
Executive Vice $ 7,500
President
of the Company and $ 5,832
Vice Chairman, Bank of
Mississippi
Michael L. Sappington... $ 7,500
Vice Chairman, $ 6,837
Bank of $ 6,018
Mississippi
James Ronald Hodges..... $ 6,555
Vice Chairman and $ 5,775
Chief Credit Officer $ 5,833
of
Volunteer Bank
- ---------------
(1) SARs are only exercisable with the related option. There are no freestanding
SARs.
(2) These amounts represent matching contributions by the Company under the
Company's 401(k) Plan.
(3) Represents a cash payment to reimburse Mr. Patterson for federal, state
income and employment tax liabilities incurred as a result of the issuance
of shares of restricted Common Stock.
(4) Pursuant to the terms of a Stock Bonus Agreement, dated January 17, 1995,
30,000 shares of Common Stock were awarded to Mr. Weeks subject to release
of 3,000 shares on each April 1 if the Company achieved certain performance
goals for the preceding year. Prior to their distribution, Mr. Weeks is
entitled to receive all cash dividends paid on such shares. At December 31,
1996, 27,000 shares remained restricted subject to achievement of
performance goals. At December 31, 1996, the value of the restricted shares
under Mr. Weeks' agreement (based upon the closing market price of the
Common Stock on that date of $27.75) was $749,250. Pursuant to the terms of
the 1987 Stock Bonus Agreement, 34,500 shares of Common Stock were awarded
to Mr. Patterson subject to release of 3,450 shares on each April 1 if the
Company achieved certain performance goals for the preceding year. Prior to
their distribution, Mr. Patterson is entitled to receive all cash dividends
paid on the shares in escrow under such Stock Bonus Agreement. At December
31, 1996, 3,450 shares remained restricted subject to achievement of
performance goals. At December 31, 1996, the value of the restricted shares
under the 1987 Stock Bonus Agreement (based upon the closing market price of
the Common Stock on that date of $27.75) was $95,738.
(5) Represents the value of 3,450 shares of Common Stock released to Mr.
Patterson on April 1 of each year under the terms of the 1987 Stock Bonus
Agreement, based upon the closing market price of the Common Stock on that
date.
(6) Mr. Weeks commenced work for the Company and its subsidiary, Volunteer Bank,
on January 16, 1995.
(7) Represents the value of 3,000 shares of Common Stock released to Mr. Weeks
on April 1 of each year under the terms of the 1995 Stock Bonus Agreement,
based upon the closing market price of the Common Stock on that date.
(8) Of the 1996 amount, $23,354 represents accrued supplemental retirement
benefits, and the balance represents the personal use of a company
automobile. Of the 1995 amount, $19,260 represents accrued supplemental
retirement benefits, and the balance represents the personal use of a
company automobile. Of the 1994 amount, $16,910 represents accrued
supplemental retirement benefits, and the balance represents the cost of an
annual physical examination and the personal use of a company automobile.
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11
STOCK OPTION GRANTS
The following table sets forth certain information regarding grants of
stock options and SARs made to the Named Executive Officers during 1996. All
share amounts and share prices have been adjusted to give effect to the 1995
Stock Split.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(3)
------------------------------------------------------ ---------------------
PERCENT OF
SECURITIES TOTAL
UNDERLYING OPTIONS/SARS EXERCISE
OPTIONS/ GRANTED TO OF
SARS GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#)(1) FISCAL YEAR ($/SH)(2) DATE 5%($) 10%($)
---- ------------- ------------ ---------- ---------- -------- ----------
Aubrey B. Patterson....... 20,000/10,000 15.75% $26.50 11/30/06 $500,850 $1,264,050
Michael W. Weeks.......... 9,000/4,500 7.09% $26.50 11/30/06 $225,383 $ 568,823
Charles J. McKee.......... 0 0 0 0 0 0
Michael L. Sappington..... 9,000/4,500 7.09% $26.50 11/30/06 $225,383 $ 568,823
James Ronald Hodges....... 5,000/2,500 3.94% $26.50 11/30/06 $125,213 $ 316,013
- ---------------
(1) Options become exercisable in three equal annual installments beginning on
the first anniversary of the date of grant. SARs are only exercisable
simultaneously with the options. 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 that
another corporation, person, or entity purchases shares through a tender
offer or exchange offer, the shareholders approve a definitive merger or
sale of business agreement, or any person or group becomes the holder of at
least 50% of the Company's outstanding shares.
(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 or options to
purchase Common Stock with a fair market value equal to the exercise price
for the shares purchased.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options and SARs 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
and SARs will depend on the future performance of the Common Stock and the
date on which the options and SARs are exercised.
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 1996 and with
respect to unexercised options and SARs at
8
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December 31, 1996. All share amounts and share prices have been adjusted to give
effect to the 1995 Stock Split.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS AT FISCAL OPTIONS/SARS AT
ACQUIRED YEAR-END(#)(1) FISCAL YEAR-END($)(2)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
Aubrey B. Patterson........ 0 0 120,399 50,000 $1,432,356 $150,000
Michael W. Weeks........... 0 0 13,999 59,501 $ 123,744 $455,631
Charles J. McKee........... 20,700 $257,512 39,499 10,001 $ 383,625 $ 56,256
Michael L. Sappington...... 14,373 $183,330 29,301 21,501 $ 304,478 $ 61,881
James Ronald Hodges........ 5,175 $ 80,155 37,500 13,500 $ 436,129 $ 43,125
- ---------------
(1) Options represent 2/3 of the figure and SARs represent 1/3. There are no
freestanding SARs.
(2) Based upon the closing sale price of the Company's Common Stock of $27.75
per share, as reported on the NASDAQ National Stock Market on December 31,
1996, less the exercise price for the options/SARs.
PENSION PLANS
The Company maintains a tax-qualified, non-contributory, defined benefit
retirement plan for its employees and those of its subsidiaries 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.
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 of 1986, as amended (the "Code"). The benefits under
the Deferred Compensation Plan are provided by the Company on a non-contributory
basis. The Company has not funded or provided a means to fund these supplemental
retirement benefits other than accruing a liability in the amount of the
actuarially determined present value of the retirement benefits.
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 subsidiaries.
RETIREMENT PLAN AND DEFERRED COMPENSATION PLAN
AVERAGE YEARS OF SERVICE AT RETIREMENT
ANNUAL ----------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ -------- -------- -------- -------- --------
$125,000........................... $ 40,436 $ 47,665 $ 54,894 $ 62,123 $ 69,351
150,000........................... 49,061 57,915 66,769 75,623 84,476
175,000........................... 57,686 68,165 78,644 89,123 99,601
200,000........................... 66,311 78,415 90,519 102,623 114,726
225,000........................... 74,936 88,665 102,394 116,123 129,851
250,000........................... 83,561 98,915 114,269 129,623 144,976
300,000........................... 100,811 119,415 138,019 156,623 175,226
350,000........................... 118,061 139,915 161,769 183,623 205,476
400,000........................... 135,311 160,415 185,519 210,623 235,726
450,000........................... 152,561 180,915 209,269 237,623 265,976
500,000........................... 169,811 201,415 233,019 264,623 296,226
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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 retirement and are paid to the retired employee (or upon his death, to his
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 current compensation for each of the Named Executive Officers covered
by the plans as of December 31, 1996 is: Mr. Patterson, $360,000; Mr. Weeks,
$187,250; Mr. McKee, $163,821; Mr. Sappington, $156,852; and Mr. Hodges,
$131,225. The estimated credited years of service for each Named Executive
Officer is: Mr. Patterson, 24 years; Mr. Weeks, two years; Mr. McKee, 28 years;
Mr. Sappington, 19 years; and Mr. Hodges, 23 years.
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company has no employment agreements with any of the Named Executive
Officers and there are no compensatory plans or arrangements which might result
in payments to any of the Named Executive Officers upon their resignation,
retirement, or from a change-in-control of the Company, except as described
below.
Under the 1987 Stock Bonus Agreement between Mr. Patterson and the Company
and the Stock Bonus Agreement between Mr. Weeks and the Company, which have been
previously described, if there is a change-in-control of the Company, Mr.
Patterson and Mr. Weeks can each terminate his agreement and receive all shares
of Common Stock still remaining in escrow for his benefit. In addition, all
unexercisable options become exercisable immediately upon a change in control.
If a change-in-control event were to occur, based upon the number of shares of
Common Stock still in escrow, the number of unexercisable options, and the
current market value of the Common Stock, the value of such a termination to
each of Mr. Patterson and Mr. Weeks would be in excess of $100,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1996, 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 members of this committee during
1996 were three non-employee directors, Lowery A. Woodall (Chairman), W. G.
Holliman, Jr., and T. O. Lashlee, and one employee director, J. Louis Griffin,
Jr. From March 31, 1995 to December 13, 1996, Mr. Griffin was the President and
Chief Executive Officer of the Company's subsidiary, Laurel Federal Savings and
Loan Association, which as of December 13, 1996, was merged into Bank of
Mississippi, another subsidiary of the Company. Since that date, Mr. Griffin has
been the Chairman of the local Community Bank Board of Bank of Mississippi in
Laurel, Mississippi. In addition, a stock incentive plan committee ("Stock
Incentive Plan Committee"), which in 1996 consisted of Travis E. Staub
(Chairman), W. G. Holliman, Jr. and Lowery A. Woodall, has approved grants under
the Company's Stock Incentive Plans. None of the other members of the
Compensation Committee or Stock Incentive Plan Committee has at any time been an
officer or employee of the Company or any of its subsidiaries, 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
subsidiaries. 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 Plan
Committee that require disclosure under applicable SEC rules.
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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, as the Company's Chief Executive Officer, for 1996. The
Compensation Committee generally is responsible for establishing and
administering the Company's executive compensation policies and programs within
the framework 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 those
who are employees.) 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 within
Mississippi and certain adjoining states in determining executive compensation
for 1996. Such peer group consists of the Company's direct competitors. The
performance graph set forth below uses a broader industry index of all bank and
bank holding company stocks nationwide whose shares are traded on the National
Association of Securities Dealers, Inc. Automated Quotation System.
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 (1) total compensation at a
level designed to attract and retain qualified managers, (2) incentive
compensation opportunities that will motivate managers to achieve both the
Company's short-term and long-term objectives, (3) compensation that
differentiates pay on the basis of performance, and (4) 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
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 with the peer
group of comparably sized banks in Mississippi and certain adjoining states.
Individual increases in salary are based upon an assessment of the peer group
average salary and its relationship to the executive officer's salary, the
executive's 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. The Committee assigns to each
executive's position a target bonus award opportunity that ranges from 15% of
base salary for department/division managers to 30% of base salary for the
Chairman of the Board. 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 1996, the
Company achieved 100% of its targeted average deposits and 108.8% of its
targeted return on average assets which entitled each eligible employee to 116%
of the employee's target bonus.
Long-Term Incentive Compensation. The Board of Directors believes that the
availability of options and SARs under the Company's Incentive Option Plans
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
11
15
Incentive Option Plans are not made by the Compensation Committee but by the
separate Stock Incentive Plan Committee consisting of three non-employee
directors. Awards are made under these plans to executive officers 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 plans, 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 Plan 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 that any other factor. The number of options presently held
is also considered by the committee. Generally, options awarded under these
plans become exercisable in three equal installments, beginning one year after
the date of grant. Since the exercise price of options and SARs under the
Incentive Option Plans is the fair market value on the date of grant, executives
will only realize a gain through the award of stock options if the value of the
Common Stock increases over the period that options become exercisable.
Section 162(m) of the Internal Revenue Code generally limits the corporate
tax deduction for compensation paid to executive officers named in the Summary
Compensation Table in the Proxy Statement to $1 million, unless certain
requirements are met. This limitation became effective in 1994. However, if, in
accordance with regulations issued by the Internal Revenue Service, a portion of
the compensation is based upon the attainment of performance goals set by the
Board of Directors pursuant to plans approved by shareholders, then the
corresponding deduction will not be limited by the legislation. The Compensation
Committee carefully considered the impact of this new tax code provision upon
its enactment and determined that it was not necessary to modify any incentive
plans since compensation paid to executive officers under current plans was
expected to be less than the $1 million limit and, therefore, deductible. In the
future, it is the Committee's intent to modify compensation plans for the
executive officers subject to the deduction limit so the corporate tax deduction
is maximized without limiting the Committee's flexibility to attract and retain
qualified executives to manage the Company.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER IN 1996
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 executive officers. Generally, in
considering Mr. Patterson's salary, the Compensation Committee has reviewed the
published compensation of chief executive officers of other bank holding
companies in Mississippi, Tennessee and certain other adjoining states, giving
due regard to differences in asset size, asset quality, growth, competitive
position, and profitability. Mr. Patterson's salary for 1996 was established at
the beginning of the year and represented a 9.09% increase over his salary for
1995. Mr. Patterson's 1995 salary was determined to be below the average of the
banks in the peer group considered in determining all executive compensation. As
Chief Executive Officer, Mr. Patterson is eligible to earn a bonus of 30% of his
base salary. Based on the Company's performance described above, Mr. Patterson's
bonus of $125,280 represented 116% of his target award, the same percentage as
all other executive officers entitled to bonuses.
12
16
The long-term component of Mr. Patterson's compensation for 1996 was
provided through the grant in December 1996 of options to purchase 20,000 shares
of Common Stock and SARs for 10,000 shares. The determination was made using the
same criteria used for all other executive officers.
Human Resources and Marketing Committee:
Lowery A. Woodall (Chairman)
J. Louis Griffin, Jr.
W. G. Holliman, Jr.
T. O. Lashlee
Stock Incentive Plan Committee:
Travis E. Staub (Chairman)
W. G. Holliman, Jr.
Lowery A. Woodall
13
17
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 Company's Common Stock with (a) the performance of a
broad equity market indicator, and (b) the performance of a published industry
index or peer group. The following graph compares the yearly percentage change
in the return on the Company's Common Stock for the last five years with the
cumulative total return on the CRSP Index for NASDAQ Stock Markets (U.S.
Companies) and the CRSP Index for NASDAQ Bank Stocks. The graph assumes the
investment on December 31, 1991, of $100 and that all dividends were reinvested
at the time they were paid.
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
Legend
Symbol CRSP Total Returns Index for: 12/31/91 12/31/92 12/31/93 12/30/94 12/29/95 12/31/96
- - BANCORPSOUTH, INC. 100.0 131.4 151.2 158.9 198.2 279.6
- - Nasdaq Stock Market (US Companies) 100.0 116.4 133.6 130.6 184.7 227.2
- - Nasdaq Bank Stocks 100.0 145.6 166.0 165.4 246.3 325.6
SIC 6020-6029, 6710-6719 US & Foreign
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18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's banking subsidiaries have had, and expect to have in the
future, banking transactions in the ordinary course of business with officers
and directors of the Company and their associates, on 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, 1996, the maximum aggregate amount of extensions of
credit outstanding to directors and executive officers of the Company and their
associates was $5,613,944 (1.78% of equity capital on December 31, 1996). As of
January 31, 1997, the aggregate amount of extensions of credit to these persons
was $4,904,543.
The Company's bank subsidiaries make available to all of their employees
individual loans of up to $20,000, based upon credit worthiness. Loans were made
during 1996 at a rate of 7.75% per annum. All loans to employees in excess of
$20,000 are made at the prevailing rate.
The law firm of Riley, Ford, Caldwell & Cork, P.A., of which Frank A.
Riley, a director of the Company, is the President, received from the Company
during 1996 fees for legal services which totaled $437,328.
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 written 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).
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 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 meeting. If any other
matters properly come before the meeting, it is intended that the proxies will
be voted with respect thereto in accordance with the judgement of the person or
persons voting such proxies subject to the direction of the Board of Directors.
15
19
Shareholder proposals intended to be presented at the 1998 annual meeting
of shareholders must be received by the Company at its executive offices at One
Mississippi Plaza, Tupelo, Mississippi 38801 not later than December 1, 1997, in
order to be included in the proxy statement and proxy for that meeting.
A copy of the Company's Annual Report has been mailed to all shareholders
entitled to notice of and to vote at this meeting.
BANCORPSOUTH, INC.
/s/ AUDREY B. PATTERSON
-----------------------------------
AUBREY B. PATTERSON
Chairman of the Board
and Chief Executive Officer
March 21, 1997
16
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Appendix A
TEXT OF PROXY FORM
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BANCORPSOUTH, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints J. Louis Griffin, Jr., W. G. Holliman, Jr.,
and Alan W. Perry, 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 22, 1997, at 7:00 p.m.,
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 (A) FOR
THE ELECTION AS CLASS I DIRECTORS OF THE NOMINEES NAMED ON THE BACK OF THIS
CARD, (B) FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS
THE COMPANY'S AUDITORS, AND (C) IN ACCORDANCE WITH THE RECOMMENDATION OF THE
BOARD OF DIRECTORS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE
MEETING.
1. Election of Class I Directors.
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to vote for all
(except marked to the contrary) nominees listed
Nominees: S. H. Davis, Hassell H. Franklin, Fletcher H. Goode, M.D., Travis E.
Staub, and Lowery A. Woodall
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
HIS OR THEIR NAME(S) ON THE SPACE PROVIDED BELOW:
- --------------------------------------------------------------------------------
2. Proposal to ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
The undersigned instructs that
this Proxy be voted as marked.
Dated , 1997
Signature of Shareholder
Signature if held jointly
Please sign your name as it
appears on this Proxy. In case
of multiple or joint ownership,
all should sign. When signing
as attorney, executor,
administrator, trustee or
guardian, give full title as
such.