UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
August
18, 2006
Date
of
Report (Date of earliest event reported)
TRUSTMARK
CORPORATION
(Exact
name of registrant as specified in its charter)
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Mississippi
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0-3683
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64-0471500
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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248
East Capitol Street, Jackson, Mississippi
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39201
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(601)
208-5111
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01 - Entry into a Material Definitive Agreement
Item
2.03 - Creation of a Material Direct Financial Obligation or an Obligation
under
an Off-Balance Sheet Arrangement.
Issuance
of Trust Preferred Securities
Trustmark
Corporation completed a private placement of $60 million of trust preferred
securities on August 18, 2006, through a newly formed Delaware trust affiliate,
Trustmark Preferred Capital Trust I, (the “Trust”). The trust preferred
securities mature September 30, 2036, are redeemable at the Corporation’s option
beginning after five years, and bear interest at a variable rate per annum
equal
to the three-month LIBOR plus 1.72%. Under applicable regulatory guidelines,
these trust preferred securities qualify as Tier 1 capital. All of the common
securities of the Trust are held by the Corporation.
The
proceeds from the sale of the trust preferred securities were used by the
Trust
to purchase $61,856,000 in aggregate principal amount of the Corporation’s
junior subordinated debentures. The net proceeds to the Corporation from
the
sale of the debentures to the Trust will be used by the Corporation to finance
its merger with Republic Bancshares of Texas, Inc., which is expected to
be
completed at the close of business on August 25, 2006.
The
debentures were issued pursuant to a Junior Subordinated Indenture, dated
August
18, 2006 between the Corporation, as issuer, and Wilmington Trust Company,
as
trustee (the “Indenture”). Like the trust preferred securities, the debentures
bear interest at a variable rate per annum equal to the three-month LIBOR
plus
1.72%. The interest payments by the Corporation will be used to pay the
quarterly distributions payable by the Trust to the holder of the trust
preferred securities. However, so long as no event of default has occurred
under
the debentures, the Corporation may defer interest payments on the debentures
(in which case the Trust will also defer distributions otherwise due on the
trust preferred securities) for up to 20 consecutive quarters.
The
debentures are subordinated to the prior payment of any other indebtedness
of
the Corporation that, by its terms, is not similarly subordinated. The trust
preferred securities will be recorded as a long-term liability on the
Corporation’s balance sheet; however, for regulatory purposes the trust
preferred securities will be treated as Tier 1 capital under rulings of the
Federal Reserve Board, the Corporation’s primary federal regulatory agency.
The
debentures mature on September 30, 2036 but may be redeemed at the Corporation’s
option at anytime on or after September 30, 2011 or at anytime upon certain
events, such as a change in the regulatory capital treatment of the debentures,
the Trust being deemed an investment company or the occurrence of certain
adverse tax events. The redemption price for the debentures is equal to 100%
of
the aggregate principal amount, plus accrued and unpaid interest, if any.
Upon
any redemption of the debentures, the Trust will redeem a like amount of
the
trust preferred securities.
The
Corporation also entered into a Guarantee Agreement, dated August 18, 2006,
pursuant to which it has agreed to guarantee the payment by the Trust of
distributions on the trust preferred securities, and the payment of principal
of
the trust preferred securities when due, either at maturity or on redemption,
but only if and to the extent that the Trust fails to pay distributions on
or
principal of the trust preferred securities after having received interest
payments or principal payments on the notes from the Corporation for the
purpose
of paying those distributions or the principal amount of the trust preferred
securities.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
The
following exhibits are filed as part of this Form 8-K:
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Exhibit
No.
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Description
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4.1
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Amended
and Restated Trust Agreement
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4.2
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Junior
Subordinated Indenture
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4.3
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Guarantee
Agreement
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99.1
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Press
release announcing completion of trust preferred securities
offering
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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.
TRUSTMARK
CORPORATION
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BY:
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/s/
Zach L. Wasson
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Zach
L. Wasson
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Treasurer
& Chief Financial Officer
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DATE:
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August
21, 2006
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EXHIBIT
INDEX
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Amended
and Restated Trust Agreement
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Junior
Subordinated Indenture
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Guarantee
Agreement
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Press
release announcing completion of trust preferred securities
offering
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