SEC Company Response from BANCORPSOUTH INC (CIK 0000701853) — Sep 22, 2005
BANCORPSOUTH INC (CIK 0000701853)
Date: Sept. 22, 2005 · CIK: 0000701853 · Accession: 0000950144-05-009733
AI Filing Summary & Sentiment
File numbers found in text: 001-12991, 333-72712
Referenced dates: September 8, 2005
Letter
(WALLER LANSDEN DORTCH & DAVIS, PLLC LETTERHEAD) September 21, 2005 VIA FACSIMILE (202/772-9208) AND OVERNIGHT COURIER Donald Walker, Senior Assistant Chief Accountant Division of Corporation Finance Securities and Exchange Commission Mail Stop 4561 450 Fifth Street, N.W. Washington, D.C. 20549
Re: BancorpSouth, Inc. Form 10-K Filed March 15, 2005 File No. 001-12991
Dear Mr. Walker:
On behalf of BancorpSouth, Inc. (the "Company"), attached as Exhibit A are the Company's responses to the comments included in your letter dated September 8, 2005 to the Company. The responses in Exhibit A are keyed to the corresponding comments in your comment letter.
We are also providing a courtesy copy of this letter and the attached exhibit to Rebekah Blakely Moore. If the staff has any questions or comments with respect to the Company's responses, please call me at (615) 850-8586.
Very truly yours,
/S/ David G. Wilson
Show Raw Text
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(WALLER LANSDEN DORTCH & DAVIS, PLLC LETTERHEAD)
September 21, 2005
VIA FACSIMILE (202/772-9208) AND OVERNIGHT COURIER
Donald Walker, Senior Assistant Chief Accountant
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 4561
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: BancorpSouth, Inc.
Form 10-K
Filed March 15, 2005
File No. 001-12991
Dear Mr. Walker:
On behalf of BancorpSouth, Inc. (the "Company"), attached as Exhibit A
are the Company's responses to the comments included in your letter dated
September 8, 2005 to the Company. The responses in Exhibit A are keyed to the
corresponding comments in your comment letter.
We are also providing a courtesy copy of this letter and the attached
exhibit to Rebekah Blakely Moore. If the staff has any questions or comments
with respect to the Company's responses, please call me at (615) 850-8586.
Very truly yours,
/S/ David G. Wilson
David G. Wilson
Enclosure
cc: Rebekah Blakeley Moore (w/ encls.)
L. Nash Allen, Jr. (w/ encls.)
Gary Bonds (w/ encls.)
David Hopkins (w/ encls.)
Ralph W. Davis, Esq. (w/ encls.)
<PAGE>
EXHIBIT A
BANCORPSOUTH, INC.
FORM 10-K
FILED MARCH 15, 2005
FILE NO. 333-72712
Set forth below are the Company's responses to comments included in a
letter dated September 8, 2005 (the "Comment Letter") to the Company from the
staff of the Securities and Exchange Commission. References to the "Company"
include BancorpSouth, Inc. and its subsidiaries, unless otherwise indicated.
AUDITED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(4) AVAILABLE-FOR-SALE SECURITIES, PAGE 60
COMMENT 1: Schedules 1 through 3 provide detailed information with
respect to available-for-sale securities with continuous
unrealized loss positions for a period of less than 12
consecutive months at December 31, 2004, March 31, 2005 and
June 30, 2005 (the "Evaluation Dates"), respectively.
Schedules 4 through 6 provide detailed information with
respect to available-for-sale securities with continuous
unrealized losses positions for 12 consecutive months or
longer at the respective Evaluation Dates. Schedules 1 through
6 are incorporated by reference into the following discussion.
This discussion includes a reference to each specific factor
listed in SAB Topic 5:M that corresponds to the related
discussion.
SAB Topic 5:M(b). The increase in the continuous unrealized
loss position for 12 consecutive months or longer on
available-for-sale securities of $9.8 million from December
31, 2003 to December 31, 2004 is primarily attributable to
changes in interest rates during this period. Management of
the Company determined at the Evaluation Dates that the
unrealized losses were not a result of a decline in these
securities issuers' financial condition. As shown on Schedules
1 through 6, the available-for-sale securities are primarily
mortgage-backed securities, municipal bonds and Federal Home
Loan Bank debt securities.
SAB Topic 5:M(c). Based on the anticipated holding period of
the Company's available-for-sale portfolio (which might, in
some situations, extend to the maturity date), management of
the Company determined that at the Evaluation Dates the
unrealized losses of the available-for-sales securities were
considered temporary. Management of the Company intends to
hold the available-for-sale securities for a period of time
sufficient to recover the decline in market value of these
securities, including those securities with a continuous
unrealized loss position for 12 consecutive months or longer.
Of the securities that were held at December 31, 2004, none
had been sold as of June 30, 2005, while two securities had
matured and the market value of two securities had improved
above the amortized cost.
<PAGE>
SAB Topic 5:M(a). As shown on Schedules 1 through 6, none of
the unrealized losses for individual available-for-sale
securities exceeded 5% of the respective security's market
value at the Evaluation Dates.
In connection with this response to the comments provided by the staff
of the Securities and Exchange Commission (the "Commission"), the Company hereby
acknowledges that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
<PAGE>
Schedule 1
Less Than 12 Months
12/31/2004
<TABLE>
<CAPTION>
Purchase Purchase Amortized
Category Description Date Price Cost
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<S> <C> <C> <C> <C>
SCM-EXEMPT FAYETTEVILLE AR HOTEL & RESTAURANT GROSS RCPTS TAX 7/10/2003 435,000.00 435,000.00
SCM-EXEMPT GENTRY AR SCH DIST NO 19 8/28/2003 317,281.90 311,149.13
SCM-EXEMPT BRYANT AR WTR & SWR REV 7/29/2003 280,000.00 280,000.00
SCM-EXEMPT BRYANT AR WTR & SWR REV 7/29/2003 285,000.00 285,000.00
SCM-EXEMPT JACKSONVILLE ARK HOSP REV 6/5/1997 100,000.00 100,000.00
SCM-EXEMPT BRYANT AR WTR & SWR REV 7/29/2003 265,000.00 265,000.00
SCM-EXEMPT SEBASTIAN CNTY AR GEN REV 5/26/2004 500,000.00 500,000.00
SCM-EXEMPT SEARCY AR PUB EDL FACS & RESIDENTIAL HSG FACS BRD 12/30/2003 380,000.00 380,000.00
SCM-EXEMPT SEARCY AR PUB EDL FACS & RESIDENTIAL HSG FACS BRD 12/30/2003 300,000.00 300,000.00
SCM-EXEMPT FAYETTEVILLE AR HOTEL & RESTAURANT GROSS RCPTS TAX 7/10/2003 505,000.00 505,000.00
SCM-EXEMPT BRYANT AR WTR & SWR REV 7/29/2003 270,000.00 270,000.00
SCM-EXEMPT SEARCY AR PUB EDL FACS & RESIDENTIAL HSG FACS BRD 12/30/2003 315,000.00 315,000.00
SCM-EXEMPT SEARCY AR PUB EDL FACS & RESIDENTIAL HSG FACS BRD 12/30/2003 385,000.00 385,000.00
SCM-EXEMPT FAYETTEVILLE AR HOTEL & RESTAURANT GROSS RCPTS TAX 7/10/2003 400,000.00 400,000.00
SCM-EXEMPT WASHINGTON CNTY AR GEN REV 4/7/2004 430,000.00 430,000.00
SCM-EXEMPT WASHINGTON CNTY AR GEN REV 4/7/2004 300,000.00 300,000.00
SCM-EXEMPT WASHINGTON CNTY AR GEN REV 4/7/2004 440,000.00 440,000.00
SCM-EXEMPT NORTH LITTLE ROCK AR SCH DIST NO 1 5/6/2004 799,470.00 784,089.78
SCM-EXEMPT SEBASTIAN CNTY AR GEN REV 5/26/2004 600,000.00 600,000.00
SCM-EXEMPT WASHINGTON CNTY AR GEN REV 4/7/2004 455,000.00 455,000.00
7,740,238.91
MTG-BK FNMA Pool #652690 2/13/2003 1,125,494.43 1,095,946.27
MTG-BK GNMA II Pool #587309 10/23/2002 1,389,387.84 1,012,926.35
MTG-BK FNMA Pool #705346 5/24/2004 9,502,693.75 8,064,915.23
MTG-BK FNMA Pool #759644 2/23/2004 10,192,190.94 8,659,375.02
MTG-BK FNMA Pool #386064 5/16/2003 15,063,282.00 15,040,219.64
MTG-BK FNMA Pool #744186 2/23/2004 20,291,238.74 18,203,479.43
MTG-BK FNMA Pool #770133 3/24/2004 19,746,309.46 18,604,162.53
MTG-BK FNMA Pool #725214 3/31/2004 11,710,387.06 9,537,041.71
MTG-BK FNMA Pool #764544 3/24/2004 10,232,597.13 9,212,528.58
MTG-BK FNMA Pool #744186 2/23/2004 26,280,395.53 23,576,360.58
MTG-BK FHLMC Pool #1B1232 3/24/2004 10,494,777.40 8,576,097.32
MTG-BK FNMA Pool #748095 3/24/2004 9,903,132.57 8,200,349.20
MTG-BK FNMA Pool #757379 3/24/2004 14,967,982.08 11,869,841.66
MTG-BK FHLMC Pool #1B1283 3/24/2004 14,569,286.26 12,805,646.29
MTG-BK FNMA Pool #753624 2/23/2004 14,778,418.75 10,884,431.22
MTG-BK FNMA Pool #725214 2/23/2004 35,751,283.80 28,881,435.59
MTG-BK FNMA Pool #725115 3/30/2004 24,743,716.12 19,881,954.59
MTG-BK FNMA Pool #753502 3/24/2004 22,216,996.97 18,623,419.46
MTG-BK FNMA Pool #753756 2/23/2004 22,821,789.15 17,346,227.21
MTG-BK MBS FNMA ARM 2/23/2004 22,683,330.76 16,762,009.13
MTG-BK FNMA Pool #555762 3/24/2004 31,064,056.60 24,010,295.84
MTG-BK FNMA Pool #763134 3/24/2004 31,657,561.55 28,366,863.89
319,215,526.74
AGENCIES FHLB Debt Securities 8/25/2003 21,769,517.00 20,382,345.73
AGENCIES FHLB Debt Securities 8/22/2003 15,251,731.80 15,080,020.25
AGENCIES FHLB Debt Securities 8/15/2003 15,256,810.50 15,141,269.20
AGENCIES FHLB Debt Securities 8/6/2003 21,245,373.60 20,764,810.86
AGENCIES FHLB Debt Securities 8/8/2003 24,776,750.00 24,843,122.36
AGENCIES FHLB Debt Securities 3/20/2003 26,767,000.00 26,036,177.86
AGENCIES FHLB Debt Securities 3/24/2003 24,905,970.60 24,962,540.34
AGENCIES FHLB Debt Securities 3/24/2003 26,697,500.00 25,894,524.27
AGENCIES FHLB Debt Securities 3/24/2003 27,010,000.00 25,984,161.83
AGENCIES FHLB Debt Securities 4/8/2003 23,151,177.50 22,929,240.19
AGENCIES FHLB Debt Securities 4/8/2003 25,305,250.00 25,195,438.65
AGENCIES FHLB Debt Securities 4/8/2003 25,010,500.00 25,004,086.81
AGENCIES FHLB Debt Securities 3/20/2003 29,971,063.50 29,988,378.94
AGENCIES FHLB Debt Securities 3/20/2003 50,370,759.00 50,123,927.85
AGENCIES FHLB Debt Securities 3/20/2003 35,928,900.00 35,567,867.35
AGENCIES FHLB Debt Securities 3/20/2003 35,424,840.00 34,272,573.56
AGENCIES FHLB Debt Securities 3/26/2004 20,223,118.11 19,848,960.13
AGENCIES FHLB Debt Securities 3/26/2004 30,675,330.30 30,576,152.57
AGENCIES FHLB Debt Securities 3/29/2004 50,918,272.34 50,011,357.60
522,606,956.35
TOTAL TEMPORARILY IMPAIRED INVESTMENTS WITH LOSS POSITIONS LESS THAN 12 MONTHS 849,562,722.00
<CAPTION>
Earliest Loss as %
Maturity Call/Reset/Maturity of Amortized
Category Loss Market Value Cusip Par Value Date Date Cost
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<S> <C> <C> <C> <C> <C> <C> <C>
SCM-EXEMPT (91.35) 434,908.65 312664BF1