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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): May 18, 1998 (May 2, 1998)
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BANCORPSOUTH, INC.
(Exact name of registrant as specified in its charter)
Mississippi 0-10826 64-0659571
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification
Number)
One Mississippi Plaza
Tupelo, Mississippi 38801
(Address of principal executive offices) (Zip Code)
(601) 680-2000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 2, 1998, BancorpSouth, Inc. (the "Company") announced that it
had entered into a definitive agreement to acquire Merchants Capital
Corporation, Vicksburg, Mississippi ("Merchants"), subject to the satisfaction
of certain conditions precedent. The acquisition will be structured as a merger
with Merchants being merged with and into the Company, subject to the approval
of the shareholders of Merchants and federal and state regulatory authorities.
The Company is the holding company of BancorpSouth Bank, which operates as Bank
of Mississippi in Mississippi and Volunteer Bank in Tennessee. Merchants is the
holding company of Merchants Bank. In connection with the merger of the two
holding companies, Merchants Bank will be merged with and into Bank of
Mississippi.
Under the terms of the merger agreement, shareholders of Merchants will
receive 1.884 shares of the Company in exchange for each share of Merchants
common stock owned. The exchange rate will be adjusted to reflect the Company's
previously announced two-for-one stock split effected in the form of a 1:1 stock
dividend which was issued on May 15, 1998 (or 3.768 shares of the Company for
each Merchants share, split adjusted). Based on the closing price of the
Company's common stock as traded on the New York Stock Exchange on May 1, 1998,
the transaction is valued at $63,136,000.
In connection with the transaction, the Company has been granted an
option to acquire up to 19.9% of the common stock of Merchants, subject to
certain limitations, terms and conditions set forth in a stock option agreement
between Merchants and the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits:
2.1 Merger Agreement, dated as of May 2, 1998, between
BancorpSouth, Inc. and Merchants Capital Corporation.
4.1 Stock Option Agreement, dated as of May 2, 1998, between
BancorpSouth, Inc. and Merchants Capital Corporation.
20.1 Copy of the press release, dated May 4, 1998 relating to
the merger of BancorpSouth, Inc. and Merchants Capital Corporation.
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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 hereunto duly authorized.
By: /s/ AUBREY B. PATTERSON
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Aubrey B. Patterson
Chairman and CEO
Date: May 18, 1998