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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):
March 28, 2001 (March 28, 2001)
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BANCORPSOUTH, INC.
(Exact Name of Registrant as Specified in Its Charter)
MISSISSIPPI 1-12991 64-0659571
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
ONE MISSISSIPPI PLAZA
TUPELO, MISSISSIPPI 38804
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(Address of Principal (Zip Code)
Executive Offices)
(662) 680-2000
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed from Last Report)
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ITEM 5. OTHER EVENTS
Effective March 28, 2001, BancorpSouth, Inc. ("BancorpSouth") entered
into an amendment (the "Amendment") to the Rights Agreement, dated as of April
24, 1991, between BancorpSouth and BancorpSouth Bank, as Rights Agent (as
amended, the "Rights Agreement"). The Amendment was adopted in the normal course
of updating and extending the Rights Plan, which was scheduled to expire on
April 24, 2001, and not in response to any proposal to acquire BancorpSouth.
Primarily, the Amendment extended the term of the Rights Plan until March 28,
2011 and increased the Purchase Price that must be paid to exercise a Right to
$60.00 per Right. The remainder of the amendments largely updated or clarified
certain provisions of the Rights Agreement.
The foregoing description is qualified in its entirety by reference to
the Amendment, which is incorporated by reference hereto as Exhibit 4.1.
A copy of BancorpSouth's March 28, 2001 press release announcing the
Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibits are filed herewith:
Exhibit Number Description
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4.1 First Amendment to Rights Agreement, dated
as of March 28, 2001, between BancorpSouth,
Inc. and BancorpSouth Bank, as Rights
Agent(1)
99.1 Press Release issued on March 28, 2001 by
BancorpSouth, Inc.
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(1) Incorporated by reference to Exhibit 4.2 filed with BancorpSouth, Inc.'s
amendment to the registration statement on Form 8-A/A, filed on March 28, 2001
(file number 1-12991).
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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.
BANCORPSOUTH, INC.
By: /s/ L. NASH ALLEN, JR.
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L. Nash Allen, Jr.
Treasurer and Chief Financial Officer
Date: March 28, 2001
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EXHIBIT INDEX
Exhibit Number Description
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4.1 First Amendment to Rights Agreement, dated
as of March 28, 2001, between BancorpSouth,
Inc. and BancorpSouth Bank, as Rights
Agent(1)
99.1 Press Release issued on May 9, 2000 by
BancorpSouth, Inc.
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(1) Incorporated by reference to Exhibit 4.2 filed with BancorpSouth, Inc.'s
amendment to the registration statement on Form 8-A/A, filed on March 28, 2001
(file number 1-12991).