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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

     
(Mark one)  
[x]   Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
(No fee required)
   
    For the fiscal year ended December 31, 2001
 
    OR
 
[  ]   Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934
    (No fee required)
 
    For the transition period from                           to                          .

Commission file number : 1-12991

BancorpSouth, Inc. 401(k) Amended and Restated Salary Deferral—Profit Sharing
Employee Stock Ownership Plan
(Full title of the plan and the address of the plan,
if different from that of the issuer listed below)

BancorpSouth, Inc.
One Mississippi Plaza
201 South Spring Street
Tupelo, Mississippi 38804
(Name of the issuer of the securities held
pursuant to the plan and the address of
its principal executive office)

 

TABLE OF CONTENTS

Independent Auditors’ Report
Statements of Net Assets Available for Plan Benefits
Statements of Changes in Net Assets Available for Plan Benefits
Notes to Financial Statements
Schedule H, Line 4i – Schedule of Assets Held for Investment Purposes
Schedule H, Line 4j – Schedule of Reportable Transactions
CONSENT OF KPMG LLP

Table of Contents

REQUIRED INFORMATION

         
    Page
   
Independent Auditors’ Report
     3  
Statements of Net Assets Available for Plan Benefits
     4  
Statements of Changes in Net Assets Available for Plan Benefits
     5  
Notes to Financial Statements
     6  
Schedule H, Line 4i – Schedule of Assets Held for Investment Purposes
     11  
Schedule H, Line 4j – Schedule of Reportable Transactions
     12  
EXHIBIT 23 - Accountants’ Consent
     15  

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Independent Auditors’ Report

The Employee Compensation and Fringe Benefit Committee

BancorpSouth, Inc.:

We have audited the accompanying statements of net assets available for plan benefits of BancorpSouth, Inc. Amended and Restated Salary Deferral — Profit Sharing Employee Stock Ownership Plan as of December 31, 2001 and 2000, and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 2001. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of BancorpSouth, Inc. Amended and Restated Salary Deferral — Profit Sharing Employee Stock Ownership Plan at December 31, 2001 and 2000, and the changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in the accompanying supplemental schedules is presented for purposes of additional analysis and complying with the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and is not a required part of the basic financial statements. Such supplementary information has been subjected to the auditing procedures applied in the audit of the basic 2001 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2001 financial statements taken as a whole.

  /s/ KPMG LLP

May 3, 2002

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BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL –
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN

Statements of Net Assets Available for Plan Benefits

December 31, 2001 and 2000

                         
            2001   2000
           
 
Investments, at fair value:
                
 
Investment in mutual funds:
                
   
Algers Mid Cap Growth Fund
   $ 274,486       —  
   
American Century Income and Growth Fund
     118,545       —  
   
Montag and Caldwell Growth Fund
     7,725,209       11,438,615  
   
Federated Investments:
                
     
Capital Preserve Fund
     2,313,094       —  
     
Stock Trust
     984,148       —  
     
Kaufmann Fund Class A
     81,287       —  
     
Capital Appreciation Fund
     1,556,270       —  
     
Max Cap Fund
     680,865       —  
     
International Equity Fund
     45,494       —  
     
Managed Growth Fund
     426,340       —  
     
Managed Conservative Growth Fund
     7,821,156       —  
     
Managed Moderate Growth Fund
     38,941       —  
     
Managed Income Portfolio
     1,191,970       —  
     
Total Return Bond Fund
     136,768       —  
     
Total Return Government Bond Fund
     2,188,535       —  
   
Janus Fund
     512,628       —  
   
Fidelity Institutional Short Intermediate Government Fund
     —       422,886  
   
Vanguard Bond Index
     —       3,453,453  
   
Vanguard Intermediate Term Treasury
     —       443,089  
 
Common stock of BancorpSouth, Inc.
     99,589,243       62,055,986  
 
U.S. Government and agency obligations
     —       2,146,501  
 
Participant loans
     146,481       87,652  
   
 
    
     
 
 
     125,831,460       80,048,182  
Transfer receivable (note 4)
     —       16,352,064  
Accrued interest and dividends receivable
     923,328       728,971  
Cash in interest-bearing deposit accounts and money market accounts
     577,305       1,599,476  
   
 
    
     
 
       
Net assets available for plan benefits
   $ 127,332,093       98,728,693  
   
 
    
     
 

See accompanying notes to financial statements.

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BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL –
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN

Statements of Changes in Net Assets Available for Plan Benefits

Years Ended December 31, 2001, 2000 and 1999

                               
          2001   2000   1999
         
 
 
Investment income (loss):
                        
 
Net appreciation (depreciation) in fair value of investments (note 3)
   $ 23,417,582       (22,795,579 )     (4,368,662 )
 
Interest
     31,362       148,002       132,622  
 
Dividends
     3,867,991       4,459,331       3,047,001  
 
 
    
     
     
 
     
Total investment income (loss)
     27,316,935       (18,188,246 )     (1,189,039 )
Assets of merged plans (note 4)
     —       16,352,064       8,339,225  
Contributions:
                        
 
Employer
     4,212,582       3,490,888       2,556,055  
 
Employee – salary deferral
     6,549,966       4,463,083       4,012,577  
 
Rollover (note 5)
     —       —       35,633  
 
 
    
     
     
 
     
Total contributions
     10,762,548       7,953,971       6,604,265  
 
 
    
     
     
 
Benefits paid to participants
     9,476,083       6,209,699       3,889,295  
 
 
    
     
     
 
     
Net increase (decrease)
     28,603,400       (91,910 )     9,865,156  
Net assets available for plan benefits:
                        
   
Beginning of year
     98,728,693       98,820,603       88,955,447  
 
 
    
     
     
 
   
End of year
   $ 127,332,093       98,728,693       98,820,603  
 
 
    
     
     
 

See accompanying notes to financial statements.

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BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL –
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN

Notes to Financial Statements

December 31, 2001 and 2000

         
(1)   Description of Plan
 
    The following description of the BancorpSouth, Inc. Amended and Restated Salary Deferral — Profit Sharing Employee Stock Ownership Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
 
    (a)   General
 
        The Plan was adopted by BancorpSouth, Inc. (the Company) effective January 1, 1984. It is a defined contribution plan covering substantially all full-time employees who have one year of service and who have attained age eighteen. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
 
    (b)   Contributions
 
        Plan participants contribute to the Plan by electing to defer one percent or more of their current compensation, in whole percentages, up to the maximum allowable by law. The Company matches amounts contributed by the participants to the Plan up to five percent of annual compensation.
 
    (c)   Investment Programs
 
        The investment programs of the Plan as of December 31, 2001 are as follows: Algers Mid Cap Growth Fund; American Century Income and Growth Fund; Montag and Caldwell Growth Fund; Federated Capital Preserve Fund; Federated Stock Trust; Federated Kaufmann Fund Class A; Federated Capital Appreciation Fund; Federated Max Cap Fund; Federated International Equity Fund; Federated Managed Growth Fund; Federated Managed Conservative Growth Fund; Federated Managed Moderate Growth Fund; Federated Managed Income Portfolio; Federated Total Return Bond Fund; Federated Total Return Government Bond Fund; Janus Fund; and common stock of BancorpSouth, Inc.
 
        The investment programs of the Plan as of December 31, 2000 were as follows: Fund A — consists of shares of common stock of the Company and participant loans; Fund B — a fixed income fund investing in Treasury notes, certificates of deposit and other interest-bearing securities; Fund C — a balanced fund investing in common stock of corporations not affiliated with the Company, government bonds and mutual funds; Fund D — a short-term money market fund; and Fund E — an equity fund investing in corporations not affiliated with the Company.
 
        The first five percent of compensation contributed by participants and all Company contributions are invested in common stock of the Company. Any participant

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        contribution in excess of five percent of compensation may be invested in the common stock of the Company or in any of the other investment funds.
 
    (d)   Administration
 
        The Plan is administered by a committee appointed by the Board of Directors of the Company. The committee is responsible for general administration of the Plan and interpretation and execution of the Plan’s provisions.
 
    (e)   Participants’ Accounts
 
        Two separate accounts are maintained for each participant. All amounts contributed by the participant together with earnings or losses thereon, and other adjustments are maintained in an “employee deferral account.” Matching amounts contributed by the Company are maintained in a separate “employer contribution account” together with similar adjustments.
 
    (f)   Vesting
 
        Both employee and employer contributions and the earnings or losses thereon are 100% vested and non-forfeitable at all times.
 
    (g)   Payment of Benefits
 
        Upon termination of service, death or permanent disability, a participant may elect to receive either a lump-sum amount equal to the value of his account, or monthly installments over a 5 to 15-year period. The monthly benefits cannot be paid over a period longer than a participant’s life expectancy or for more than 5 years following his death. For distributions from Fund A, the employee may elect to receive stock of the Company or a cash amount equal to the fair value of the stock.
 
    (h)   Plan Termination
 
        Although the Company has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
 
    (i)   Expenses
 
        Administrative expenses of the Plan were paid directly by BancorpSouth, Inc. (the Plan Sponsor)
 
(2)   Summary of Accounting Policies
 
    (a)   Basis of Presentation
 
        The financial statements of the Plan are prepared under the accrual method of accounting.

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  (b)   Investments
 
        Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
 
        Quoted market prices are used to value investments. Participant loans are recorded at their outstanding loan balance, which approximates fair value.
 
    (c)   Payment of Benefits
 
        Benefits are recorded when paid.
 
    (d)   Income Taxes
 
        The Plan is exempt from federal income taxes in accordance with the provisions of the Internal Revenue Code. A favorable determination letter, dated August 12, 1985, was received from the Internal Revenue Service. The Plan has been amended since receiving the determination letter. However, the plan administrator and the Plan’s legal counsel believe that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Amounts contributed by the Company are not taxed to the employee until a distribution from the Plan is received.
 
    (e)   Use of Estimates
 
        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the period. Actual results could differ from those estimates.

(3)                        Investments

  The Plan’s investments, including investments bought, sold, and held during the year appreciated (depreciated) in fair value during the years ended December 31, 2001, 2000 and 1999, respectively, as follows:
                         
    2001   2000   1999
   
 
 
Net appreciation (depreciation) in fair value:
                        
Common trust and mutual funds
   $ (1,612,392 )   $ (2,016,852 )   $ 1,071,437  
Common stock of BancorpSouth, Inc.
     25,019,270       (20,864,219 )     (5,348,553 )
U.S. Government and agency obligations
     10,704       85,492       (91,546 )
 
    
     
     
 
Net appreciation (depreciation) in fair value
   $ 23,417,582     $ (22,795,579 )   $ (4,368,662 )
 
    
     
     
 

  Dividend income earned from the investment in stock of BancorpSouth, Inc., a related party, was $3,071,707, $2,549,957 and $2,307,868 in 2001, 2000 and 1999, respectively.

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(4)   Plan Mergers
 
    During 2000, the Plan merged with two employee benefit plans of First United Bancshares, Inc., which was merged into the Company during 2000. The physical transfer of the assets of the merged plans was not complete until April 2001, and therefore a transfer receivable is recorded on the Statement of Net Assets Available for Plan Benefits as of December 31, 2000.
 
    During 1999, the plan assets of six employee benefit plans belonging to four corporations which had previously merged with and into the Company, were merged into the Plan.
 
    On October 30, 1998, Alabama Bancorp, Inc. was merged with and into the Company. The plan merger was completed in August 1999, with plan assets of the former Alabama Bancorp Savings and Profit Sharing Plan being merged into the Plan.
 
    Merchants Capital Corporation was merged with and into the Company on December 4, 1998. The plan merger was completed in August 1999, with plan assets of the former Merchants Bank Employee Profit Sharing Plan, Merchants Bank 401(k) Plan, and Merchants Bank Employee Stock Ownership Stock Bonus Plan being merged into the Plan.
 
    On December 31, 1998, The First Corporation was merged with and into the Company. The plan merger was completed in December 1999, with plan assets of the former First Corporation Employee Stock Ownership Plan with 401(k) provisions being merged into the Plan.
 
    HomeBanc Corporation was merged with and into the Company on December 31, 1998. The plan merger was completed effective December 31, 1999, with plan assets of the former HomeBanc Corporation Employees Profit Sharing Plan being merged into the Plan.
 
(5)   Rollover
 
    On June 30, 1999, Stewart Sneed Hewes, Inc. and its subsidiaries were merged with and into BancorpSouth Insurance Services of Mississippi, a subsidiary of the Company. Participants in the Stewart Sneed Hewes, Inc. Employees Retirement Plan had the option of transferring their individual accounts into the Plan. In November 1999, individual accounts totaling $35,633 were transferred into the Plan.
 
(6)   Reconciliation between Financial Statement Amounts and Form 5500
 
    The following is a reconciliation of net assets available for Plan benefits per the financial statements to the Form 5500:
                 
    December 31,
   
    2001   2000
   
 
Net assets available for benefits per the financial statements
   $ 127,332,093     $ 98,728,693  
Amounts allocated to withdrawing participants
     1,159,119       1,503,793  
 
    
     
 
Net assets available for benefits as filed in Form 5500
   $ 126,172,974     $ 97,224,900  
 
    
     
 

  The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:

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    2001   2000   1999
   
 
 
Benefits paid to participants per the financial statements
   $ 9,476,083     $ 6,209,699     $ 3,889,295  
Add: Amounts allocated to withdrawing participants at December 31, 2001, 2000 and 1999
     1,159,119       1,503,793       987,544  
Less: Amounts allocated to withdrawing participants at December 31, 2000, 1999 and 1998
     (1,503,793 )     (987,544 )     (1,013,865 )
 
    
     
     
 
Benefits paid to participants per the Form 5500
   $ 9,131,409     $ 6,725,948     $ 3,862,974  
 
    
     
     
 

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BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL –
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN

Schedule H, Line 4i – Schedule of Assets Held for Investment Purposes

Investment at End of Plan Year

December 31, 2001

                                     
        Par/Number                        
Issuer   Description   of Shares   Coupon   Maturity   Cost   Fair Value
 
 
 
 
 
 
BancorpSouth, Inc.*   Common Stock     5,999,352             $ 61,885,067     $ 99,589,243  
Participant Loans   Loans         5.50-   January 5, 2002 -                
              11.00   October 1, 2006     146,481       146,481  
Algers Mid Cap Growth Fund   Mutual Fund     18,459               265,642       274,486  
American Century Income and Growth Fund   Mutual Fund     4,338               121,980       118,545  
Montag & Caldwell Growth Fund   Mutual Fund     320,282               7,840,252       7,725,209  
Federated Capital Preserve Fund   Mutual Fund     231,309               2,313,094       2,313,094  
Federated Stock Trust   Mutual Fund     28,997               957,117       984,148  
Federated Kaufmann Fund Class A   Mutual Fund     18,517               83,862       81,287  
Federated Capital Appreciation Fund   Mutual Fund     64,953               1,538,734       1,556,270  
Federated Max Cap Fund   Mutual Fund     29,310               689,511       680,865  
Federated International Equity Fund   Mutual Fund     3,021               50,114       45,494  
Federated Managed Growth Fund   Mutual Fund     37,138               437,443       426,340  
Federated Managed Conservative Growth Fund   Mutual Fund     769,799               7,901,253       7,821,156  
Federated Managed Moderate Growth Fund   Mutual Fund     3,569               39,920       38,941  
Federated Managed Income Portfolio   Mutual Fund     117,089               1,199,778       1,191,970  
Federated Total Return Bond Fund   Mutual Fund     13,026               137,243       136,768  
Federated Total Return Government Bond Fund   Mutual Fund     209,229               2,183,004       2,188,535  
Janus Fund   Mutual Fund     20,839               528,554       512,628  
                       
     
 
                      $ 88,319,049     $ 125,831,460  
                       
     
 

* Both BancorpSouth, Inc. and BancorpSouth Bank are parties-in-interest to the Plan.

See accompanying independent auditors’ report.

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BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL –
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN

Schedule H, Line 4j – Schedule of Reportable Transactions

Year ended December 31, 2001

                                   
      Number of   Total purchase   Selling   Gain
Description of security   transactions   price/cost   price   (loss)
 
 
 
 
Purchases:
                                
 
Common stock of BancorpSouth, Inc.*
     28     $ 8,311,212     $ —     $ —  
 
Federated Managed Conservative Growth Fund
     1       6,860,855       —       —  
 
Federated Money Market
     73       9,789,832       —       —  
 
U.S. Government and Agency Obligations
     119       13,637,492       —       —  
Sales:
                                
 
U.S. Government and Agency Obligations
     107     $ 14,918,378     $ 14,918,378     $ —  
 
Federated Money Market
     93       10,455,429       10,455,429       —  

* Both BancorpSouth, Inc. and BancorpSouth Bank are parties-in-interest to the Plan.

See accompanying independent auditors’ report.

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SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

BancorpSouth, Inc.
Amended and Restated Salary Deferral-Profit Sharing
Employee Stock Ownership Plan

         
June 27, 2002   BANCORPSOUTH BANK, as Trustee
 
    By:   /s/ William Malone
William Malone, First Vice President and Trust Officer

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EXHIBIT INDEX

     
23   Consent of KPMG LLP, Independent Auditors

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