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
December
13, 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)
208-6898
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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)
|
|
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.
The
information set forth below in response to Item 2.03 is incorporated by
reference into this Item 1.01.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
December 13, 2006, Trustmark National Bank, (the “Bank”), a subsidiary of
Trustmark Corporation (the “Company”), issued and sold $50 million aggregate
principal amount of its 5.673% Subordinated Notes due December 15, 2016 (the
“Notes”). The Notes were issued pursuant to a Fiscal and Paying Agency
Agreement, dated December 13, 2006, (the “FPAA”) between the Bank, as issuer of
the Notes, and The Bank of New York Trust Company, N.A., as fiscal and paying
agent. The Notes were issued pursuant to an exemption from registration provided
by Section 3(a)(2) of the Securities Act of 1933 (the “Securities Act”) and
pursuant to Section 16.6 of the securities offering regulations of the Office
of
the Comptroller of the Currency (the “OCC”). The Notes were only sold to
institutional accredited investors (within the meaning of rule 501 of the
Securities Act) and were only issued in minimum denominations of $250,000.
The
Notes
are unsecured and subordinate and junior in right of payment to the Bank’s
obligations to its depositors, its obligations under bankers’ acceptances and
letters of credit, its obligations to any Federal Reserve Bank or the FDIC
and
its obligations to its other creditors, and to any rights acquired by the
FDIC
as a result of loans made by the FDIC to the Bank or the purchase or guarantee
of any of its assets by the FDIC pursuant to the provisions of 12 U.S.C.
Section
1823(c), (d) or (e), in each case whether now outstanding or hereafter incurred
(except any obligations which expressly rank on a parity with or junior to
the
Notes).
The
Notes
will bear interest at the rate of 5.673% per annum from December 13, 2006
until
the principal of the Notes has been paid in full. Interest on the Notes will
be
payable semi-annually in arrears on June 15 and December 15 of each year,
commencing June 15, 2007, and on the Date of Maturity (each, an “Interest
Payment Date”). Payments will include interest accrued to (but excluding) the
relevant Interest Payment Date. Interest on the Notes will be calculated
on the
basis of a 360 day year of twelve 30 day months.
A
copy of
the FPAA, which includes the form Note as an exhibit thereto, is filed with
this
Current Report as Exhibit 4.1 and is incorporated herein by
reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Description
of Exhibits
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|
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4.1
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Fiscal
and Paying Agency Agreement, dated December 13, 2006, between Trustmark
National Bank, as issuer, and The Bank of New York Trust Company,
N.A., as
fiscal and paying agent
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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/ Louis E. Greer | ||
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Louis
E. Greer
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Chief
Accounting Officer
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DATE:
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December
13, 2006
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EXHIBIT
INDEX
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Exhibit
Number
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Description
of Exhibits
|
|
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4.1
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Fiscal
and Paying Agency Agreement, dated December 13, 2006, between Trustmark
National Bank, as issuer, and The Bank of New York Trust Company,
N.A., as
fiscal and paying agent
|