1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
BancorpSouth, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Mississippi 64-0659571
--------------------------------------------------------------------------------
(State of incorporation of organization) (IRS Employer
Identification No.)
One Mississippi Plaza, Tupelo, Mississippi 38804
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: ___________ (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
------------------- ------------------------------
Common Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------------------------------------------------------------
(Title of Class)
2
Item 1. Description of Registrant's Securities to be Registered.
Rights Agreement, as Amended. On April 23, 1991, the shareholders of
BancorpSouth, Inc. (the "Company") adopted a shareholder rights plan. The terms
of the shareholder rights plan are set forth in a Rights Agreement, dated April
24, 1991 (the "Rights Agreement"), between the Company and BancorpSouth Bank, as
Rights Agent, a copy of which is attached as an exhibit hereto. On March 28,
2001, the Board of Directors of the Company approved an amendment to the Rights
Agreement (the Rights Agreement, as so amended, the "Amended Rights Agreement"),
which amendment is set forth in a First Amendment to Rights Agreement, dated as
of March 28, 2001 (the "Amendment"), between the Company and BancorpSouth Bank,
as Rights Agent, a copy of which is attached as an exhibit hereto. The
securities registered hereunder are the rights to purchase shares of the
Company's Common Stock, par value $2.50 per share ("Common Stock"), issued under
the terms of the Amended Rights Agreement.
The Amendment was adopted in the normal course of updating and
extending the Rights Agreement, which was scheduled to expire on April 24, 2001,
and not in response to any proposal to acquire the Company. Primarily, the
Amendment extended the term of the Rights Agreement until March 28, 2011 and
increased the Purchase Price (as defined below) to $60.00. The remainder of the
revisions reflected in the Amendment largely updated or clarified certain
provisions of the Rights Agreement. The following descriptions of the provisions
of the Amended Rights Agreement are qualified in their entirety by reference to
the Rights Agreement and the Amendment (including the exhibits thereto).
Distribution Of Rights; Exercise Price. On April 24, 1991, each
shareholder of record at the close of business on April 24, 1991 (the "Record
Date") received a dividend distribution of one Common Stock purchase right (a
"Right") for each outstanding share of Common Stock. Each share of Common Stock
issued by the Company, including shares distributed from treasury, after April
24, 1991 and prior to the Distribution Date (as defined below) automatically has
had, or will have during the term of the Amended Rights Agreement, a Right
attached to it. Each Right will entitle the registered holder, subject to the
terms of the Amended Rights Agreement, to purchase from the Company one share of
Common Stock at a purchase price per share of $60.00, subject to adjustment (the
"Purchase Price"). The Purchase Price is payable in cash or by certified or bank
check or bank draft payable to the order of the Company.
Separation of Rights from Common Stock. Initially, the Rights will be
incorporated in and represented by the certificates representing shares of
outstanding Common Stock, and no separate Rights certificates will be
distributed. The Rights will separate from the Common Stock and separate Rights
certificates will be distributed upon the earliest of the following dates (the
"Distribution Date"): (i) the close of business on the tenth business day
following a public announcement by the Company or an Acquiring Person (as
defined below) that an Acquiring Person has become such (the "Stock Acquisition
Date"), (ii) the close of business on the tenth business day following the
commencement of, or the announcement of an intent to commence, a tender or
exchange offer that would result in a person or group becoming an Acquiring
Person, or (iii) the close of business on the tenth business day after a
majority of the members of the Board of Directors who are not officers of the
Company determine that a person has, alone or together with his affiliates or
3
associates, become the beneficial owner of 10% or more of the outstanding shares
of Common Stock or voting power of the Company and is an "Adverse Person."
"Adverse Person" means any person declared to be an Adverse Person by a majority
of the Company's independent directors, upon a determination by such directors
that (a) such beneficial ownership by such person is intended to cause the
Company to repurchase the Common Stock or voting power of the Company
beneficially owned by such person or to cause pressure on the Company to take
action or enter into a transaction or series of transactions intended to provide
such person with short term financial gain under circumstances where these
directors determine that the best long term interests of the Company and the
shareholders would not be served by taking such action or entering into such
transaction or series of transactions or (b) such beneficial ownership is
causing or is reasonably likely to cause a material adverse impact on the
business or prospects of the Company (including, but not limited to, impairment
of the Company's relationships with customers, its ability to maintain its
competitive position, its capital position, its ability to meet the convenience
and needs of the communities it serves, or its business reputation or ability to
deal with governmental agencies) to the detriment of the shareholders.
"Acquiring Person" means any person which, together with all affiliates
and associates of such person, shall be the beneficial owner of 20% or more of
the Common Stock then outstanding, but shall not include the Company or any of
its subsidiaries or employee benefit plans, or any trustee or fiduciary with
respect to any such plan acting in such capacity. No person shall become an
"Acquiring Person" as the result of an acquisition of Common Stock by the
Company which, by reducing the number of shares outstanding, increases the
proportionate percentage of shares beneficially owned by such person to 20% or
more of the Common Stock of the Company then outstanding; provided, however,
that if a person becomes the beneficial owner of 20% or more of the Common Stock
of the Company then outstanding by reason of share purchases by the Company and
shall, after such share purchases by the Company, become the beneficial owner of
any additional Common Stock, then such person shall be deemed to be an
"Acquiring Person." Notwithstanding the foregoing, no person shall become an
"Acquiring Person" if a majority of the members of the Company's Board of
Directors, with the concurrence of a majority of the independent directors,
determines in good faith that such person who would otherwise be an Acquiring
Person has become such inadvertently and without any intention of changing or
influencing control of the Company, and if such person, after being advised of
such determination and within a period of time set by a majority of the
independent directors, divests himself or itself of a sufficient number of
shares of Common Stock so that such person shall not be deemed to be or have
become an "Acquiring Person" for any purpose under the Amended Rights Agreement.
Exercisability of Rights. The Rights are not exercisable until the
Distribution Date and will expire at the close of business on March 28, 2011
(the "Final Expiration Date") unless earlier redeemed by the Company as
described below.
Separated Rights Evidenced by Certificates. Until the Distribution
Date, (i) the Rights will be evidenced by Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates issued after the Record Date, including shares distributed
from treasury, will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates representing
outstanding Common Stock also will constitute the transfer of the
2
4
Rights associated with the Common Stock represented by such certificate. As soon
as practicable after the Distribution Date, Rights certificates will be mailed
to holders of record of Common Stock as of the close of business on the
Distribution Date and, thereafter, the separate Rights certificates alone will
represent the Rights.
Triggering Events for Right to Buy Common Stock at Decreased Purchase
Price; Nullification of Certain Rights. In the event that (i) a person or group
(other than the Company, any of its subsidiaries, or any employee benefit plan
of the Company) becomes an Acquiring Person, or (ii) the Board has determined
the existence of an Adverse Person (either of such events being a "Triggering
Event"), then, in each such case, each holder of a Right shall have the right to
receive, upon exercise of such Right, shares of Common Stock (or, in certain
circumstances, cash, property or other Securities of the Company) having a value
equal to two times the Purchase Price. Notwithstanding any of the foregoing,
following the occurrence of one of the foregoing events, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person or an Adverse Person will be null and
void.
Optional Exchange of Rights. At any time after the occurrence of a
Triggering Event, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by an Acquiring Person or Adverse Person which have
become void), in whole or in part, at an exchange ratio of one share of Common
Stock per Right (subject to adjustment).
Triggering Events For Purchase of Acquiror's Shares. In the event that,
at any time following the earlier of the Stock Acquisition Date or Distribution
Date, (i) the Company is acquired in a merger or other business combination
transaction and the Company is not the surviving corporation, (ii) any person or
group effects a share exchange or merger with the Company and all or part of the
Company's Common Stock is converted or exchanged for securities, cash, or
property of any other person or group, or (iii) 50% or more of the Company's
assets or earning power is sold or transferred (any of such events also being a
"Triggering Event"), then, in each such case, proper provision will be made so
that each holder of a Right shall have the right to receive, upon exercise, the
number of shares of common stock of the "Principal Party" (as defined below)
having a value equal to two times the Purchase Price.
"Principal Party" means (i) in the case of any transaction described in
clause (i) or (ii) in the preceding paragraph, (A) the person that is the issuer
of any securities into which shares of the Company's Common Stock are converted
in such merger or share exchange, or, if there is more than one such issuer, the
issuer of Common Stock that has the highest aggregate current market price and
(B) if no securities are so issued, the person that is the other party to such
merger or share exchange, or, if there is more than one such person, the person
the Common Stock of which has the highest aggregate current market price; and
(ii) in the case of any transaction described in clause (iii) in the preceding
paragraph, the person that is the party receiving the largest portion of the
assets or earning power transferred pursuant to such transaction or
transactions, or, if each person that is a party to such transaction or
transactions receives the same portion of the assets or earning power
transferred pursuant to such transaction or transactions or if the person
receiving the largest portion of the assets or earning power cannot be
determined, whichever person the Common Stock of which has the highest aggregate
current market price; provided, however, that in any such case, (1) if the
Common Stock of such person is not at such time and has
3
5
not been continuously over the preceding twelve-month period registered under
Section 12 of the Exchange Act ("Registered Common Stock"), or such person is
not a corporation, and such person is a direct or indirect subsidiary of another
person that has Registered Common Stock outstanding, "Principal Party" shall
refer to such other person; (2) if the Common Stock of such person is not
Registered Common Stock or such person is not a corporation, and such person is
a direct or indirect subsidiary of another person but is not a direct or
indirect subsidiary of another person which has Registered Common Stock
outstanding, "Principal Party" shall refer to the ultimate parent entity of such
first-mentioned person; (3) if the Common Stock of such person is not Registered
Common Stock or such person is not a corporation, and such person is directly or
indirectly controlled by more than one person, and one or more of such other
persons has Registered Common Stock outstanding, "Principal Party" shall refer
to whichever of such other persons is the issuer of the Registered Common Stock
having the highest aggregate current market price; and (4) if the Common Stock
of such person is not Registered Common Stock or such person is not a
corporation, and such person is directly or indirectly controlled by more than
one person, and none of such other persons have Registered Common Stock
outstanding, "Principal Party" shall refer to whichever ultimate parent entity
is the corporation having the greatest stockholders equity or, if no such
ultimate parent entity is a corporation, shall refer to whichever ultimate
parent entity is the entity having the greatest net assets.
Anti-dilution Adjustments. The Purchase Price payable, and the number
of shares of Common Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution in the event the Company shall (i) declare a dividend on the Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, (iii) combine the outstanding Common Stock into a smaller number of
shares, or (iv) issue any shares of its capital stock in a reclassification of
the Common Stock, including any such reclassification in connection with a share
exchange or merger in which the Company is the continuing or surviving
corporation. With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the Purchase
Price. The Company is not required to issue fractional shares of Common Stock.
In lieu thereof, an adjustment in cash may be made based on the market price of
the Common Stock prior to the date of exercise.
Redemption of Rights. The Rights are redeemable at $0.01 per Right (the
"Redemption Price"), subject to adjustment, by a majority of the Company's
independent directors, payable, at the election of such majority of independent
directors, in cash or shares of Common Stock, at any time prior to the close of
business on the Distribution Date (the "Right of Redemption"). Immediately upon
any redemption of the Rights, the right to exercise the Rights will become a
right to receive the Redemption Price. Unless earlier redeemed, the Rights will
expire on the Final Expiration Date. Common Stock purchasable upon exercise of
the Rights will not be redeemable.
No Shareholder Rights Until Exercise. Until a Right is exercised, the
holder thereof, as such, will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive dividends.
Amendment to Amended Rights Agreement. Any of the provisions of the
Amended Rights Agreement may be supplemented or amended by the Company's Board
of Directors at any time prior to the Distribution Date without the consent of
the shareholders. After
4
6
the Distribution Date, the provisions of the Amended Rights Agreement may be
supplemented or amended without the consent of the holders of the Rights in
order to (i) cure any ambiguity, defect, or inconsistency, (ii) make changes
that are consistent with the objectives of the Board of Directors in adopting
the Amended Rights Agreement (except that from and after such time as any person
becomes an Acquiring Person and/or an Adverse Person, no such amendment may
adversely affect the interests of holders of Rights), or (iii) shorten or
lengthen any time period under the Amended Rights Agreement, although no
amendment to adjust the time period governing redemption shall be made at such
time as the Rights are not redeemable.
Anti-takeover Effects. The Rights approved by the Company's Board of
Directors are designed to protect and maximize the value of the outstanding
equity interests in the Company in the event of an unsolicited attempt by an
acquiror to take over the Company in a manner or on terms not approved by the
Board of Directors. Takeover attempts frequently include coercive tactics to
deprive a company's board of directors and its shareholders of any real
opportunity to determine the destiny of the company. The Rights have been
declared by the Company's Board of Directors in order to deter such tactics,
including a gradual accumulation of shares in the open market of a 20% or
greater position to be followed by a merger or a partial or two-tier tender
offer that does not treat all shareholders equally. These tactics can unfairly
pressure shareholders, squeeze them out of their investment without giving them
any real choice and deprive them of the full value of their shares.
The Rights are not intended to prevent a takeover of the Company on
appropriate terms and will not do so. Subject to certain exceptions discussed
above, the Rights may be redeemed by the Company at $0.01 per Right prior to the
Distribution Date (or such later date as may be determined by the Board of
Directors). Accordingly, the Rights should not interfere with any merger or
business combination approved by the Board of Directors.
Issuance of the Rights does not in any way weaken the financial
strength of the Company or interfere with its business plans. The issuance of
the Rights has no dilutive effect, will not affect reported earnings per share,
should not be taxable to the Company or to its shareholders and will not change
the way in which the Company's shares are presently traded. The Company's Board
of Directors believes that the Rights represent a sound and reasonable means of
addressing the complex issues of corporate policy created by the current
takeover environment.
However, the Rights may have the effect of rendering an acquisition
more difficult or discouraging an acquisition of the Company in a manner deemed
undesirable by the Board of Directors. The Rights may cause substantial dilution
to a person or group that attempts to acquire the Company on terms or in a
manner not approved by the Company's Board of Directors, except pursuant to an
offer conditioned upon the negation, purchase or redemption of the Rights.
5
7
Item 2. Exhibits.
---------
1. Rights Agreement, dated April 24, 1991, between BancorpSouth, Inc. and
BancorpSouth Bank, as Rights Agent, which includes the form of Right
Certificate as Exhibit A and the Summary of Rights to Purchase Common
Shares as Exhibit B. (1)
2. First Amendment to Rights Agreement, dated March 28, 2001, between
BancorpSouth, Inc. and BancorpSouth Bank, as Rights Agent.
------------
(1) Filed as Exhibit 1 to the Company's registration statement on Form 8-A filed
on April 26, 1991 (file number 0-10826) and incorporated herein by reference
thereto.
6
8
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 28, 2001
BANCORPSOUTH, INC.
By: /s/ Aubrey B. Patterson
----------------------------------
Aubrey B. Patterson
Chairman of the Board and Chief
Executive Officer
7
9
EXHIBIT LIST
1. Rights Agreement, dated April 24, 1991, between BancorpSouth, Inc. and
BancorpSouth Bank, as Rights Agent, which includes the form of Right
Certificate as Exhibit A and the Summary of Rights to Purchase Common
Shares as Exhibit B. (1)
2. First Amendment to Rights Agreement, dated March 28, 2001, between
BancorpSouth, Inc. and BancorpSouth Bank, as Rights Agent.
------------
(1) Filed as Exhibit 1 to the Company's registration statement on Form 8-A filed
on April 26, 1991 (file number 0-10826) and incorporated herein by reference
thereto.