UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2014 (January 22, 2014)
BANCORPSOUTH, INC.
(Exact name of registrant as specified in its charter)
| Mississippi | 1-12991 | 64-0659571 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| One Mississippi Plaza 201 South Spring Street Tupelo, Mississippi |
38804 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (662) 680-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
This amendment to the Company’s Current Report on Form 8-K dated January 22, 2014 is being filed to amend and supplement the Report to provide that certain information is being disclosed pursuant to Item 1.01.
Section 1 – Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, BancorpSouth, Inc. (the “Company”), the parent company of BancorpSouth Bank, entered into a definitive merger agreement effective as of January 22, 2014 (the “Merger Agreement”) with Central Community Corporation, pursuant to which Central Community Corporation will merge with and into the Company. Under the terms of the Agreement, the Company will issue a maximum of 7,250,000 shares of the Company’s common stock plus $28.5 million in cash for all outstanding shares of Central Community Corporation capital stock, subject to certain conditions and potential adjustments as described in the Merger Agreement. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the shareholders of Central Community Corporation. The transaction is expected to close during the second quarter of 2014.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | None. |
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/ Cathy S. Freeman | |
| Cathy S. Freeman | ||
| Executive Vice President and Corporate Secretary | ||
Date: January 28, 2014