UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K/A
(Amendment
No.1)
(Mark One)
|
|
|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2008
OR
|
|
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
to
Commission file number
1-12991
BANCORPSOUTH, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Mississippi
|
|
64-0659571
|
|
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
One Mississippi Plaza
201 South Spring Street
|
|
|
Tupelo, Mississippi
|
|
38804
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code:
(662) 680-2000
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Title of Each Class
|
|
Name of Each Exchange on
Which Registered
|
|
|
|
Common stock, $2.50 par value
Common stock purchase rights
Guarantee of 8.15% Preferred Securities
of BancorpSouth Capital Trust I
|
|
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
|
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $2.50 par value
Common stock purchase rights
Guarantee of 8.15% Preferred Securities of BancorpSouth Capital Trust I
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes
þ
No
o
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes
o
No
þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
þ
No
o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
þ
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes
o
No
þ
The aggregate market value of the registrants common stock held by non-affiliates of the
registrant on June 30, 2008 was approximately $1,367,000,000, based on the last reported sale price
per share of the registrants common stock as reported on the New York Stock Exchange on June 30,
2008.
As of February 18, 2009, the registrant had outstanding 83,109,163 shares of common stock, par
value $2.50 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement used in connection with the registrants 2009
Annual Meeting of Shareholders, to be held April 22, 2009, are incorporated by reference into Part
III of this Report.
Explanatory Note
This Amendment No. 1 on Form 10-K/A (the Amendment) amends the annual report of
BancorpSouth, Inc. (the Company) on Form 10-K for the year ended December 31, 2008 as filed
with the Securities and Exchange Commission on February 27, 2009 (the Original Filing). This
Amendment corrects a reference to the Companys definitive Proxy Statement for its 2009 annual meeting of shareholders in Part III, Item 14 of the Original Filing. In addition, as required by
Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the
Companys principal executive officer and principal financial officer are filed as exhibits to this
Amendment. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update any disclosures that may have been affected by subsequent events. Other than
the changes referred to above, all other information in the Original Filing remains unchanged.
PART III
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Information regarding accountant fees and services appears under the caption Independent Registered Public Accounting Firm in the Companys definitive Proxy Statement for its 2009
annual meeting of shareholders, and is incorporated herein by reference.