Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bq60KuB9iXqsmiI+sxQ9ct2s5f4IA2ey4/YVjXvFLvh5ggEYAGa2Uo1EmysAmX1C hNXAtO8dGKQDwzmP0j7DdA== 0000922907-03-000057.txt : 20030214 0000922907-03-000057.hdr.sgml : 20030214 20030214180520 ACCESSION NUMBER: 0000922907-03-000057 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BALDOR ELECTRIC CO CENTRAL INDEX KEY: 0000009342 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 430168840 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-10352 FILM NUMBER: 03569101 BUSINESS ADDRESS: STREET 1: 5711 R S BOREHAM JR ST STREET 2: P O BOX 2400 CITY: FORT SMITH STATE: AR ZIP: 72902-2400 BUSINESS PHONE: 5016464711 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BALLMAN FREDERICK C TRUST DATED OCTOBER 3 1978 CENTRAL INDEX KEY: 0001217020 IRS NUMBER: 816104946 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PO BOX 1605 CITY: JACKSON STATE: MI ZIP: 39215 BUSINESS PHONE: 4797858471 MAIL ADDRESS: STREET 1: PO BOX 1605 CITY: JACKSON STATE: MI ZIP: 39215 SC 13G 1 sch13grev_112803fbtr.htm SCHEDULE 13G Schedule 13G


                       Securities and Exchange Commission,

                             Washington, D.C. 20549


                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. __)*


                             Baldor Electric Company
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   057741-10-0
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                  July 29, 2002
- --------------------------------------------------------------------------------
             (Date of event which requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         |X|      Rule 13d-1(b)

         |X|      Rule 13d-1(c)

         |_|      Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.




CUSIP No. 057741-10-0
          -----------


(1)      Names of Reporting Persons:

         The Fredrick C. Ballman Trust dated October 3, 1978
         -----------------------------------------------------------------------

         I.R.S. Identification Nos. of above persons (entities only): 81-6104946
         -----------------------------------------------------------------------

(2)      Check the Appropriate Box if a Member (a)
         of a Group (See Instructions)            ------------------------------
                                               (b)
- --------------------------------------------------------------------------------
(3)      SEC Use Only
- --------------------------------------------------------------------------------
(4)      Citizenship or Place of Organization: State of Arkansas
- --------------------------------------------------------------------------------
Number of Shares          (5)      Sole Voting
Beneficially Owned                 Power                            -0-
By Each Reporting                  ---------------------------------------------
Person With               (6)      Shared Voting
                                   Power                      2,962,387 (1)
                                   ---------------------------------------------
                          (7)      Sole Dispositive
                                   Power                            -0-
                                   ---------------------------------------------
                          (8)      Shared Dispositive
                                   Power                      2,962,387 (1)
                                   ---------------------------------------------

(9)      Aggregate Amount Beneficially Owned by
         Each Reporting Person:                               2,962,387
- --------------------------------------------------------------------------------
(10)     Check if the Aggregate Amount in Row (9)
         Excludes Certain Shares (See Instructions)
- --------------------------------------------------------------------------------
(11)     Percent of Class Represented by Amount
         in Row (9)                                              8.68%
- --------------------------------------------------------------------------------
(12)     Type of Reporting Person
         (See Instructions)                                        OO
- --------------------------------------------------------------------------------


(1) Represents shares of Issuer held as of December 31, 2002 by the Reporting
Person and previously reported on a Schedule 13G (and amendments thereto) by
Frederick C. Ballman as being beneficially owned by him with shared voting and
dispositive power. As the grantor of the Reporting Person, Frederick C. Ballman
retained the power to revoke the Reporting Person, as a trust, at any time
during his lifetime. Frederick C. Ballman died on July 29, 2002, and the
Reporting Person, as a trust, became irrevocable. Accordingly, the Reporting
Person is reporting the beneficial ownership of these shares on this Schedule
13G. On February 14, 2003, the Reporting Person and its trustees sold to Issuer
1,500,000 shares of Issuer at a discount to market.


CUSIP No. 057741-10-0
          -------------


(1)      Names of Reporting Persons: Hazel I. Ballman
         -----------------------------------------------------------------------
         I.R.S. Identification Nos. of above persons (entities only):
         -----------------------------------------------------------------------
(2)      Check the Appropriate Box if a Member (a)
         of a Group (See Instructions)            ------------------------------
                                               (b)
- --------------------------------------------------------------------------------
(3)      SEC Use Only
- --------------------------------------------------------------------------------
(4)      Citizenship or Place of Organization: United States of America
- --------------------------------------------------------------------------------

Number of Shares           (5)      Sole Voting
Beneficially Owned                  Power                          58,117 (1)
By Each Reporting                   --------------------------------------------
Person With                (6)      Shared Voting
                                    Power                       2,962,387 (2)
                                    --------------------------------------------
                           (7)      Sole Dispositive
                                    Power                          58,117 (1)
                                    --------------------------------------------
                           (8)      Shared Dispositive
                                    Power                       2,962,387 (2)
                                    --------------------------------------------

(9)      Aggregate Amount Beneficially Owned by
         Each Reporting Person:                                 3,020,504
- --------------------------------------------------------------------------------
(10)     Check if the Aggregate Amount in Row (9)
         Excludes Certain Shares (See Instructions)
- --------------------------------------------------------------------------------
(11)     Percent of Class Represented by Amount
         in Row (9)                                                 8.85%
- --------------------------------------------------------------------------------
(12)     Type of Reporting Person
         (See Instructions)                                           IN
- --------------------------------------------------------------------------------
(1) Represents shares beneficially owned by the Reporting Person and held by her
revocable living trust.

(2) Represents shares of Issuer held as of December 31, 2002 by The Fredrick C. Ballman Trust dated
October 3, 1978 (the "Trust") and previously reported on a Schedule 13G (and
amendments thereto) by Frederick C. Ballman as being beneficially owned by him
with shared voting and dispositive power. As the grantor of the Trust, Frederick
C. Ballman retained the power to revoke the Trust at any time during his
lifetime. Frederick C. Ballman died on July 29, 2002, and the Trust became
irrevocable. Accordingly, the Trust and its two trustees, the Reporting Person
and BancorpSouth Bank, who are required to act unanimously on behalf of the
Trust, are reporting the beneficial ownership of these shares on this Schedule
13G. On February 14, 2003, the Trust and its trustees sold to Issuer 1,500,000
shares of Issuer at a discount to market.


CUSIP No. 057741-10-0
          -----------


(1)      Names of Reporting Persons: BancorpSouth, Inc.
         -----------------------------------------------------------------------
         I.R.S. Identification Nos. of above persons (entities only): 64-0659571
         -----------------------------------------------------------------------
(2)      Check the Appropriate Box if a Member (a)
         of a Group (See Instructions)            ------------------------------
                                               (b)
- --------------------------------------------------------------------------------
(3)      SEC Use Only
- --------------------------------------------------------------------------------
(4)      Citizenship or Place of Organization: State of Mississippi
- --------------------------------------------------------------------------------
Number of Shares           (5)      Sole Voting
Beneficially Owned                  Power                            -0-
By Each Reporting                   --------------------------------------------
Person With                (6)      Shared Voting
                                    Power                      2,962,387 (1)
                                    --------------------------------------------
                           (7)      Sole Dispositive
                                    Power                            -0-
                                    --------------------------------------------
                           (8)      Shared Dispositive
                                    Power                      2,962,387 (1)
                                    --------------------------------------------
(9)      Aggregate Amount Beneficially Owned by
         Each Reporting Person:                                2,962,387
- --------------------------------------------------------------------------------
(10)     Check if the Aggregate Amount in Row (9)
         Excludes Certain Shares (See Instructions)
- --------------------------------------------------------------------------------
(11)     Percent of Class Represented by Amount
         in Row (9)                                                8.68%
- --------------------------------------------------------------------------------
(12)     Type of Reporting Person
         (See Instructions)                                          HC
- --------------------------------------------------------------------------------

(1) Represents shares of Issuer beneficially owned by BancorpSouth Bank, a
wholly-owned subsidiary of the Reporting Person.



CUSIP No. 057741-10-0
          -----------


(1)      Names of Reporting Persons: BancorpSouth Bank
         -----------------------------------------------------------------------
         I.R.S. Identification Nos. of above persons (entities only): 64-0782370
         -----------------------------------------------------------------------
(2)      Check the Appropriate Box if a Member (a)
         of a Group (See Instructions)           -------------------------------
                                               (b)
- --------------------------------------------------------------------------------
(3)      SEC Use Only
- --------------------------------------------------------------------------------
(4)      Citizenship or Place of Organization: State of Mississippi
- --------------------------------------------------------------------------------
Number of Shares           (5)      Sole Voting
Beneficially Owned                  Power                            -0-
By Each Reporting                   --------------------------------------------
Person With                (6)      Shared Voting
                                    Power                      2,962,387 (1)
                                    --------------------------------------------
                           (7)      Sole Dispositive
                                    Power                           -0-
                                    --------------------------------------------
                           (8)      Shared Dispositive
                                    Power                      2,962,387 (1)
                                    --------------------------------------------
(9)      Aggregate Amount Beneficially Owned by
         Each Reporting Person:                                2,962,387
- --------------------------------------------------------------------------------
(10)     Check if the Aggregate Amount in Row (9)
         Excludes Certain Shares (See Instructions)
- --------------------------------------------------------------------------------
(11)     Percent of Class Represented by Amount
         in Row (9)                                                8.68%
- --------------------------------------------------------------------------------
(12)     Type of Reporting Person
         (See Instructions)                                          BK
- --------------------------------------------------------------------------------

(1) Represents shares of Issuer held as of December 31, 2002 by The Fredrick C.
Ballman Trust dated October 3, 1978 (the "Trust") and previously reported on a
Schedule 13G (and amendments thereto) by Frederick C. Ballman as being
beneficially owned by him with shared voting and dispositive power. As the
grantor of the Trust, Frederick C. Ballman retained the power to revoke the
Trust at any time during his lifetime. Frederick C. Ballman died on July 29,
2002, and the Trust became irrevocable. Accordingly, the Trust and its two
trustees, the Reporting Person and Hazel I. Ballman, who are required to act
unanimously on behalf of the Trust, are reporting the beneficial ownership of
these shares on this Schedule 13G. On February 14, 2003, the Trust and its
trustees sold to Issuer 1,500,000 shares of Issuer at a discount to market.



                                  SCHEDULE 13G

Item 1(a).        Name of Issuer:

                  Baldor Electric Company

Item 1(b).        Address of Issuer's Principal Executive Offices:
                  5711 R. S. Boreham, Jr. Street
                  Fort Smith, AR 72901

Item 2(a).        Name of Persons Filing

              (i) The Frederick C. Ballman Trust dated October 3, 1978 (the "Trust")
             (ii) Hazel I. Ballman, co-trustee of the Trust
            (iii) BancorpSouth, Inc.
             (iv) BancorpSouth Bank, co-trustee of the Trust

Item 2(b).        Address of Principal Business Office or, if none, Residence

              (i) P.O. Box 1605, Jackson, Mississippi 39215
             (ii) P.O. Box 6638, Fort Smith, Arkansas 72906
            (iii) One Mississippi Plaza, Tupelo, Mississippi 38804
             (iv) P.O. Box 1605, Jackson, Mississippi 39215

Item 2(c).        Citizenship

             (i)  State of Arkansas
            (ii)  United States of America
           (iii)  State of Mississippi
            (iv)  State of Mississippi

Item 2(d).        Title of Class of Securities
                  Common Stock

Item 2(e).        CUSIP No.
                  057741-10-0

Item 3.           If this statement is filed pursuant to Rule 13d-1(b) or
                  13d-2(b) or (c), check whether the person filing is a:

            (i)   Not applicable; schedule is filed pursuant to Rule 13d-1(c).

           (ii)   Not applicable; schedule is filed pursuant to Rule 13d-1(c).

          (iii)   (a) |_|Broker or Dealer registered under Section 15 of the Act
                  (b) |_|Bank as defined in Section 3(a)(6) of the Act
                  (c) |_|Insurance Company as defined in Section 3(a)(19) of
                      the Act
                  (d) |_|Investment Company registered under Section
                      8 of the Investment Company Act
                  (e) |_|Investment Adviser registered under Section 203 of the
                      Investment Advisers Act of 1940
                  (f) |_|Employee Benefit Plan, Pension Fund which is subject to
                      the provisions of the Employee Retirement Income Security Act
                      of 1974 or Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F)
                  (g) |X|Parent Holding Company, in accordance with
                      ss.240.13d-1(b)(ii)(G) (Note: See Item 7)
                  (h) |_|Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)


          (iv)    (a) |_|Broker or Dealer registered under Section 15 of the Act
                  (b) |X|Bank as defined in Section 3(a)(6) of the Act
                  (c) |_|Insurance Company as defined in Section 3(a)(19) of
                      the Act
                  (d) |_|Investment Company registered under Section
                      8 of the Investment Company Act
                  (e) |_|Investment Adviser registered under Section 203 of the
                      Investment Advisers Act of 1940
                  (f) |_|Employee Benefit Plan, Pension Fund which is subject to
                      the provisions of the Employee Retirement Income Security Act
                      of 1974 or Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F)
                  (g) |_|Parent Holding Company, in accordance with
                      ss.240.13d-1(b)(ii)(G) (Note: See Item 7)
                  (h) |_|Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)


Item 4.           Ownership

                  (a)      Amount Beneficially Owned: See Row 9 of the second
                           part of the cover page provided for each reporting
                           person.

                  (b)      Percent of Class: See Row 11 of the second part of
                           the cover page provided for each reporting person.

                  (c)      See Rows 5, 6, 7, and 8 of the second part of the
                           cover page provided for each reporting person.

Item 5.           Ownership of Five Percent or Less of a Class

                  Not applicable.


Item 6.           Ownership of More than Five Percent on Behalf of Another Person

                  Not applicable.


Item 7.           Identification and Classification of the Subsidiary Which Acquired the
                  Security Being Reported on By the Parent Holding Company

                  BancorpSouth Bank is a wholly-owned subsidiary of BancorpSouth, Inc.
                  and is classified under Item 3 of this Schedule as a Bank.

Item 8.           Identification and Classification of Members of the Group

                  Not applicable.


Item 9.           Notice of Dissolution of Group

                  Not applicable.


Item 10.          Certification

                  By signing below, Cathy Robertson in her capacity as an
                  authorized officer of BancorpSouth, Inc. and Ralph Harmon in
                  his capacity as a trust officer of BancorpSouth Bank each
                  certifies that, to the best of their knowledge and belief, the
                  securities referred to above were acquired and are held

                  in the ordinary course of business and were not acquired and are
                  not held for the purpose of or with the effect of changing or
                  influencing the control of the issuer of the securities and were
                  not acquired and are not held in connection with or as a
                  participant in any transaction having that purpose or effect.


                  By signing below, Hazel I. Ballman in her capacity as an
                  individual and as a trustee of the Frederick C. Ballman Trust
                  dated October 3, 1978 certifies that, to the best of her
                  knowledge and belief, the securities referred to above were
                  not acquired and are not held for the purpose of and with the
                  effect of changing or influencing the control of the issuer of
                  such securities and were not acquired and are not held in
                  connection with or as a participant in any transaction having
                  such purpose or effect.




                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


         Dated:  February 14, 2003             /s/ Hazel I. Ballman
                                               ----------------------------------------------
                                               Hazel I. Ballman, as an Individual


                                               THE FREDERICK C. BALLMAN TRUST DATED
                                               OCTOBER 3, 1978

                                               By Its Trustees:


         Dated:  February 14, 2003             By:  /s/ Hazel I. Ballman
                                                    -----------------------------------
                                                    Hazel I. Ballman, as Trustee


                                               By:  BancorpSouth Bank, as Trustee


         Dated:  February 14, 2003             By:  /s/ Ralph Harmon
                                                    -----------------------------------
                                                    Ralph Harmon, Trust Officer

                                                BANCORPSOUTH, INC.


         Dated:  February 14, 2003             By:  /s/ Cathy M. Robertson
                                                    -----------------------------------
                                                    Cathy M. Robertson, Executive VP

EX-99 3 sch13grev_012803fbtexh99.htm EXHIBIT 99 Exhibit 99 to Schedule 13G

                                                              EXHIBIT 99


                         Agreement Relating to Filing of
                           Joint Statement pursuant to
           Rule 13d-1(k)(1) under the Securities Exchange Act of 1934

         Pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, and more particularly to Rule 13d-1(k)(1) promulgated by the Securities
and Exchange Commission thereunder, and in connection with the Schedule 13G
dated as of February 14, 2003 which is executed and filed by each of the
undersigned, each of the undersigned acknowledges and agrees that the Schedule
13G is filed on behalf of each of the undersigned, and each of the undersigned
consent to the filing of this Agreement as an exhibit to the Schedule 13G.


         Dated:  February 14, 2003              /s/ Hazel I. Ballman
                                                ----------------------------------------------
                                                Hazel I. Ballman, as an Individual


                                                THE FREDERICK C. BALLMAN TRUST DATED
                                                OCTOBER 3, 1978

                                                By Its Trustees:


         Dated:  February 14, 2003              By:  /s/ Hazel I. Ballman
                                                     -----------------------------------------
                                                     Hazel I. Ballman, as Trustee


                                                By:  BancorpSouth Bank, as Trustee


         Dated:  February 14, 2003              By:  /s/ Ralph Harmon
                                                     -----------------------------------------
                                                     Ralph Harmon, Trust Officer


                                                BANCORPSOUTH, INC.


         Dated:  February 14, 2003              By:  /s/ Cathy M. Robertson
                                                     -----------------------------------------
                                                     Cathy M. Robertson, Executive VP

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