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
28, 2006
Date
of
Report (Date of earliest event reported)
TRUSTMARK
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Mississippi
|
0-3683
|
64-0471500
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
248
East Capitol Street, Jackson, Mississippi
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39201
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|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
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
8.01 Other Events
Trustmark
Corporation announced the completion of its merger with Houston-based
Republic Bancshares of Texas, Inc., and the merger of Republic National Bank
into Trustmark National Bank effective at the close of business on August
25,
2006.
Richard
G. Hickson, Chairman and CEO of Trustmark stated, “We are delighted to expand
the Trustmark franchise within the dynamic Houston market and welcome our
newest
clients and associates to the Trustmark family. Republic, with six banking
centers and $474 million in loans and $543 million in deposits at June 30,
2006,
significantly enhances Trustmark’s Houston market presence. Loans
and
deposits at June 30, 2006 in the Houston market for both companies totaled
$710
million and $705 million, respectively,” said Hickson.
“The
Houston market continues to be a strategic focus of Trustmark. As such, we
dedicated significant time and resources in preparation for the merger to
ensure
a seamless transition and integration process. We also refined our plans
to
build an enhanced retail, mortgage banking and wealth management platform
in
Houston to complement Republic’s strong middle-market commercial lending base.
Today, Trustmark has 11 banking centers serving the greater Houston market.
Reflecting our commitment to provide expanded banking and financial solutions,
we anticipate opening six additional banking centers during the next three
to 18
months in Houston,” said Hickson.
C.
P.
“Chip” Bryan, Chairman and CEO of Trustmark-Texas, commented, “We are excited to
become part of the Trustmark organization and look forward to providing our
customers a comprehensive product offering that includes banking, wealth
management and risk management solutions. As a result of our affiliation
with
Trustmark, we are positioned to strengthen customer relationships and build
market share in Houston.”
Under
terms of the merger agreement dated April 13, 2006, Trustmark will issue
approximately 3.3 million shares of its common stock and pay approximately
$100
million in cash for all of the outstanding common and preferred shares of
Republic Bancshares of Texas, Inc. Republic shareholders will receive a letter
of instructions describing the procedure for exchanging their
certificates.
Trustmark
is a financial services company providing banking and financial solutions
through over 150 offices and 2,700 associates in Florida, Mississippi, Tennessee
and Texas. For additional information, visit our website at www.trustmark.com.
FORWARD-LOOKING
STATEMENTS
Certain
statements contained in this document are not statements of historical
fact and
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
include, but are not limited to, statements relating to anticipated future
operating and financial performance measures, including net interest margin,
credit quality, business initiatives, growth opportunities and growth rates,
among other things and encompass any estimate, prediction, expectation,
projection, opinion, anticipation, outlook or statement of belief included
therein as well as the management assumptions underlying these forward-looking
statements. Should one or more of these risks materialize, or should any
such
underlying assumptions prove to be significantly different, actual results
may
vary significantly from those anticipated, estimated, projected or expected.
These
risks could cause actual results to differ materially from current expectations
of Management and include, but are not limited to, changes in the level
of
nonperforming assets and charge-offs, local, state and national economic
and
market conditions, material changes in market interest rates, the costs
and
effects of litigation and of unexpected or adverse outcomes in such litigation,
competition in loan and deposit pricing, as well as the entry of new competitors
into our markets through de novo expansion and acquisitions, changes in
existing
regulations or the adoption of new regulations, natural disasters, acts
of war
or terrorism, changes in consumer spending, borrowings and savings habits,
technological changes, changes in the financial performance or condition
of
Trustmark's borrowers, the ability to control expenses, changes in Trustmark's
compensation and benefit plans, greater than expected costs or difficulties
related to the integration of the Republic Bancshares of Texas merger,
greater
than expected costs or difficulties related to the integration of new products
and lines of business and other risks described in Trustmark Corporation's
filings with the Securities and Exchange Commission.
Although
Management believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations
will
prove to be correct. Trustmark undertakes no obligation to update or revise
any
of this information, whether as the result of new information, future events
or
developments or otherwise.
Trustmark
Contacts:
| Investors: | Zach Wasson | Joseph Rein | ||
| Executive Vice President and CFO | First Vice President | |||
| 601-208-6816 | 601-208-6898 | |||
| Media: | Gray Wiggers | |||
| Senior Vice President | ||||
| 601-208-5942 |
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
|
BY:
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/s/
Louis E. Greer
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|
|
Louis
E. Greer
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||
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Chief
Accounting Officer
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||
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DATE:
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August
28, 2006
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|