FORM 8-K. BANCORPSOUTH BANK (Exact Name of Registrant as Specified in Charter)

Transcription

1 FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, DC 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): December 5, 2018 BANCORPSOUTH BANK (Exact Name of Registrant as Specified in Charter) Mississippi (FDIC Certificate No.) (State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) One Mississippi Plaza 201 South Spring Street Tupelo, Mississippi (Address of Principal Executive Offices) (Zip Code) (662) Registrant s telephone number, including area code 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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

2 Item Regulation FD Disclosure. On December 5, 2018, BancorpSouth Bank (the Bank ) issued a news release (the News Release ) regarding the Repurchase Program (defined below). A copy of the News Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this Report ). Item Other Events. The Bank announced today that its Board of Directors has authorized a share repurchase program (the Repurchase Program ) pursuant to which the Bank may repurchase up to an aggregate of 3,000,000 shares of the Bank s outstanding common stock, par value $2.50 per share. This Repurchase Program will have an expiration date of December 31, The Program will be conducted pursuant to a written plan and is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended ( Rule 10b-18 ). Forward-Looking Statements Certain statements contained in this Report may not be based upon historical facts and are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as anticipate, believe, could, continue, seek, intend, estimate, expect, foresee, hope, intend, may, might, plan, should, predict, project, goal, outlook, potential, will, will result, will likely result, or would or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, statements related to the terms, timing, logistics and conditions of the Repurchase Program, the Bank s utilization of the Repurchase Program, the Bank s compliance with applicable law in connection with the administration of the Repurchase Program, and the compliance of the Repurchase Program with Rule 10b-18. The Bank cautions readers not to place undue reliance on the forward-looking statements contained in this Report, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of the Bank. Forward-looking statements speak only as of the date of this Report and, except as required by law, the Bank does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this Report. Item Financial Statements and Exhibits. EXHIBIT INDEX Exhibit Number Description 99.1 News Release issued on December 5, 2018 by BancorpSouth Bank.

3 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 BANK By: /s/ Cathy Freeman Cathy S. Freeman Senior Executive Vice President and Chief Administrative Officer

4 Exhibit 99.1 News Release Contact: John G. Copeland Will Fisackerly Senior Executive Vice President and Senior Vice President and Chief Financial Officer Director of Corporate Finance 662/ / BancorpSouth Announces Share Repurchase Program TUPELO, MS Dec. 5, 2018 BancorpSouth Bank (NYSE: BXS) announced today that its Board of Directors has authorized a new share repurchase program to purchase up to an aggregate of 3 million shares of the bank s common stock. This new share repurchase program will have an expiration date of December 31, Under the previous share repurchase program, which was completed earlier in the fourth quarter of this year, the bank repurchased 6 million shares of its common stock. Under the new program, bank shares may be purchased periodically in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. The share repurchase program may be extended, modified, amended, suspended or discontinued at any time at the bank s discretion and does not commit the bank to repurchase shares of its common stock. The actual means and timing of purchase, target number of shares and maximum price or range of prices under the program will be determined by management at its discretion and will depend on a number of factors, including the market price of the bank s common stock, general market and economic conditions, and applicable legal and regulatory requirements. About BancorpSouth BancorpSouth Bank (NYSE: BXS) is headquartered in Tupelo, Mississippi, with approximately $18 billion in assets. BancorpSouth operates approximately 285 full service branch locations as well as additional mortgage, insurance, and loan production offices in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois. BancorpSouth is committed to a culture of respect, diversity, and inclusion in both its workplace and communities. To learn more, visit our Community Commitment page at Like us on Facebook; follow us on or connect with us through LinkedIn.

5 News Release Forward-Looking Statements Certain statements contained in this news release may not be based upon historical facts and are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as anticipate, believe, could, continue, seek, intend, estimate, expect, foresee, hope, intend, may, might, plan, should, predict, project, goal, outlook, potential, will, will result, will likely result, or would or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, statements related to the terms, timing, logistics and conditions of the banks share repurchase program, the bank s utilization of the share repurchase program, and the bank s compliance with applicable law in connection with the administration of the share repurchase program. The Bank cautions readers not to place undue reliance on the forward-looking statements contained in this news release, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of the bank. Forward-looking statements speak only as of the date of this news release and, except as required by law, the bank does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this news release. ###