<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant {x}
Filed by a Party other than the Registrant { }
Check the appropriate box:
{ } Preliminary Proxy Statement
{x} Definitive Proxy Statement
{ } Definitive Additional Materials
{ } Soliciting Material Pursuant to Section 240.14a-11 (c) or Section 240.14a-12
TRUSTMARK CORPORATION
(Name of Registrant as Specified In Its Charter)
TRUSTMARK CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
{x} $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
{ } $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
{ } Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and
state how it was determined.
{ } Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
TRUSTMARK CORPORATION
POST OFFICE BOX 291 JACKSON, MISSISSIPPI 39205-0291
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 8, 1994
TO THE SHAREHOLDERS:
The annual meeting of the shareholders of Trustmark Corporation, a
Mississippi corporation (the "Corporation"), will be held in Ballroom "A" of
the Ramada Plaza Hotel, located at Interstate 55 North and County Line Road,
Jackson, Mississippi, on Tuesday, March 8, 1994, at 10:00 o'clock A.M., local
time, for the following purposes:
1. To elect a board of twenty-three directors to hold
office for the ensuing year and until their successors
are elected and have qualified.
2. To transact such other business as may properly come
before the meeting.
The close of business on January 28, 1994 has been fixed as the record
date for the determination of the shareholders entitled to notice of and to
vote at the annual meeting or any adjournment thereof. The stock transfer
books will not close.
You are urged to sign and return the enclosed proxy as promptly as
possible, whether or not you plan to attend the meeting in person. If you do
attend the meeting, you may then revoke your proxy prior to the voting thereof.
The proxy also may be revoked at any time prior to its exercise by written
notice to the Secretary of the Corporation or by execution of a subsequently
dated proxy.
BY ORDER OF THE BOARD OF DIRECTORS.
/s/ Frank R. Day
Chairman
Dated and Mailed at
Jackson, Mississippi
February 11, 1994
Enclosures: 1) Proxy
2) Business Reply Envelope
3) Annual Report
<PAGE> 3
TRUSTMARK CORPORATION
POST OFFICE BOX 291 JACKSON, MISSISSIPPI 39205-0291
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
MARCH 8, 1994
I. GENERAL
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Trustmark Corporation (the "Corporation") of proxies
for the annual meeting of shareholders to be held in Ballroom "A" of the Ramada
Plaza Hotel, located at Interstate 55 North and County Line Road, Jackson,
Mississippi, on Tuesday, March 8, 1994, at 10:00 o'clock A.M., local time, and
for any adjournment or adjournments thereof, for the purposes set forth in the
foregoing notice of annual meeting of shareholders.
Any shareholder giving a proxy has the right to revoke it at any time
prior to its exercise on the specific matter to be voted upon by written notice
to the Secretary, by revocation at the meeting, or by execution of a
subsequently dated proxy. All valid proxies received by the Corporation will
be voted in accordance with the instructions indicated in such proxies. If no
instructions are indicated in an otherwise properly executed proxy, it will be
voted for the slate of directors proposed by the Board of Directors.
Shareholders of record at the close of business on January 28, 1994 are
entitled to notice of and to vote at the meeting in person or by proxy. A
majority of the shares outstanding constitute a quorum. On the record date the
Corporation had outstanding 31,172,907 shares of common stock. Except in the
election of directors each share is entitled to one vote, and action on a
matter is approved if the votes cast in favor of the action exceed the votes
cast opposing the action. Abstentions are not counted.
Solicitation of proxies will be primarily by mail. Employees of the
Corporation and its subsidiaries may be used to solicit proxies by means of
telephone, telegraph, or personal contact, but at no additional compensation.
Banks, brokers, trustees, and nominees will be reimbursed for reasonable
expenses incurred in sending proxy materials to the beneficial owners of such
shares. The total cost of the solicitation will be borne by the Corporation.
The Board of Directors is not aware of any matters other than as set forth
herein which are likely to be brought before the meeting. If other matters do
come before the meeting, the persons named in the accompanying proxy or their
substitutes will vote the shares represented by such proxies in accordance with
the recommendations of the Board of Directors of the Corporation.
<PAGE> 4
II. ELECTION OF DIRECTORS
The following slate of twenty-three nominees has been proposed by the
Board of Directors for election at the meeting. The shares represented by the
proxies will, unless authority to vote is withheld, be voted in favor of these
persons. In the election of directors each shareholder may vote his shares
cumulatively by multiplying the number of shares he is entitled to vote by the
number of directors to be elected. This product shall be the number of votes
the shareholder may cast for one nominee or by distributing this number of
votes among any number of nominees. If a shareholder withholds authority for
one or more nominees and does not direct otherwise, the total number of votes
that the shareholder is entitled to cast will be distributed equally among the
remaining nominees. Should any of these nominees be unable to accept the
nomination, the shares will be voted for such other persons as the Board of
Directors shall nominate. Each director is elected to hold office until the
next annual meeting of shareholders and until his successor is elected and
qualified. Shareholders may make nominations at the meeting. The persons who
will be elected to the Board of Directors will be the twenty-three nominees
receiving the largest number of votes.
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR DIRECTOR
OF OF
BUSINESS EXPERIENCE CORPORATION BANK DIRECTORSHIPS HELD
NAME AGE DURING THE LAST FIVE YEARS SINCE SINCE IN OTHER COMPANIES(1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. Kelly Allgood 53 Vice President, Mississippi 1991 1991
Operations, South Central Bell
Telephone Company from May 1988
to March 1991; since March 1991,
President, Mississippi, South
Central Bell Telephone Company
Reuben V. Anderson 51 Justice, Mississippi Supreme 1980 1980 The Kroger Company
Court, January 1985 to December
1990; Partner, Phelps Dunbar,
Attorneys, since January 1991
John L. Black, Jr. 54 Chairman and Chief Executive 1990 1990
Officer, The Waverley Group, Inc.
(Owns and Manages Nursing Home
Facilities)
Harry H. Bush 61 President, Bush Construction 1988 1988
Company, Inc. (Road and Bridge
Construction)
Robert P. Cooke III 59 President, Robert P. Cooke Agent, 1991 1991
Inc. until early 1991 (General
Insurance Agency); Presently
Handles Personal and Family
Investments
Frank R. Day 62 Chairman of the Board, President 1976 1976 Mississippi Power
and Chief Executive Officer, & Light Company
Trustmark Corporation; Chairman BellSouth Tele-
of the Board and Chief Executive communications, Inc.
Officer, Trustmark National Bank
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C> <C>
D. G. Fountain, Jr. 57 President, Fountain Construction 1980 1980
Company, Inc. (Mechanical and
Electrical Contractors)
C. Gerald Garnett 49 Executive Vice President, South 1993 1993
Carolina Farm Bureau Insurance
Companies from 1983 to 1990;
since 1990, Executive Vice
President and Chief Executive
Officer, Southern Farm Bureau
Casualty Insurance Company
William F. Goodman, Jr. 64 Partner, Watkins & Eager, 1988 1988
Attorneys
Matthew L. Holleman III 42 Vice President and Treasurer, - -
Mississippi Valley Gas Company
(Natural Gas Distribution) from
1988 to 1991, Executive Vice
President and Treasurer from 1991
to 1993, President and Chief
Executive Officer since October
1993
Aaron J. Johnston 56 President and Chief Executive 1991 1991
Officer, Blue Cross/Blue Shield
of Mississippi, Inc. (On Leave
of Absence since October 1993)
Fred A. Jones 58 President, Columbus Manufacturers, - -
Inc. (Mail Order Distributor);
Vice President, Columbus Marble
Works, Inc. (Manufacturer of
Marble and Granite Monuments
and License Plates)
T. H. Kendall III 57 President and General Manager, 1971 1971
The Gaddis Farms, Inc. (Farming,
Banking, Oil Production)
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C> <C> <C> <C>
Robert V. Massengill 54 President, Brookhaven Branch, 1989 1989
Trustmark National Bank from
August 1987 to December 1992;
since December 1992, Chairman of
the Advisory Board, Brookhaven
Branch, Trustmark National Bank
Donald E. Meiners 58 President and Chief Executive - - Mississippi Power
Officer, Middle South Utilities & Light Company
(now Entergy) System Services,
Inc., 1987 to 1990; President
and Chief Operating Officer,
Louisiana Power & Light Company/
New Orleans Public Service, Inc.
from 1990 to 1991; President and
Chief Operating Officer,
Mississippi Power & Light Company,
January 1992; President,
Mississippi Power & Light Company
since January 1993
William Neville III 53 President, The Rogue and Good 1980 1980
Company (Men's Clothing)
Gus A. Primos 64 President, Lakeland Development 1983 1983
Corporation (Real Estate
Development)
Ben Puckett 64 Chairman and Chief Executive 1976 1976
Officer, Puckett Machinery Company
(Distributor of Heavy Earth Moving
Equipment)
Clyda S. Rent 51 Vice President for Community - - Mississippi Power
Affairs, Queens College, Charlotte, & Light Company
NC, October 1987 to February
1989; President, Mississippi
University for Women since March
1989
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C> <C>
William Thomas Shows 61 General Manager, Pearl River 1987 1987
Valley Electric Power Association
Harry M. Walker 43 Executive Vice President, Trust- 1992 1992
mark National Bank from May 1987
to March 1992; since March 1992,
President, Trustmark National Bank
Paul H. Watson, Jr. 55 President, Farmers Tractor 1989 1989
Company, Inc.
Allen Wood, Jr. 50 President, Scientific Tele- 1993 1993
communications, Inc. (Tele-
communications Equipment Sales
and Service)
</TABLE>
(1) Indicates other directorships in companies with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934 or
subject to the requirements of Section 15(d) of that Act or any company
registered as an investment company under the Investment Company Act of
1940.
<PAGE> 9
III. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On January 28, 1994, the Corporation had outstanding 31,172,907 shares of
common stock, no par value, owned by approximately 4,200 shareholders. The
following is certain information about stockholders beneficially owning more
than five percent of the outstanding common stock of the Corporation.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------------------- -------------------- --------
<S> <C> <C>
Capitol Street 2,067,537 6.63%
Corporation (1)
711 West Capitol Street
Jackson, MS 39207
Robert M. Hearin 3,654,254 11.72%
Estate (2)
711 West Capitol Street
Jackson, MS 39207
Trustmark National 3,049,866 9.78%
Bank (3)
248 East Capitol Street
Jackson, MS 39205
</TABLE>
(1) Includes 26,004 shares owned by a second tier subsidiary.
(2) Includes 1,359,185 shares owned by Mr. Hearin's estate,
91,032 shares owned by a foundation of which the estate's
executors are four of the five trustees, 136,500 shares
owned by Bay Street Corporation and 2,067,537 shares owned
by Capitol Street Corporation. Does not include 100,932
shares in the name of the Annie Laurie Swaim Hearin estate
for which Trustmark's Trust Department has voting and
investment authority. Does not include 69,756 shares held
in an IRA Rollover for R. M. Hearin, for which Trustmark's
Trust Department has voting and investment authority. Voting
and investment decisions concerning shares beneficially
owned by Mr. Hearin's estate are made by the estate's co-
executors: Robert M. Hearin, Jr., Matthew L. Holleman III,
Daisy S. Blackwell and E. E. Laird, Jr.
(3) Includes 1,702,010 shares owned by Trustmark National Bank's
Profit Sharing Plan, 125,787 shares held in Trustmark's
Employee Stock Purchase Plan, 12,636 shares held in
Trustmark's Retirement Plan and 1,209,433 shares held by
Trustmark's Trust Department in various capacities in which
Trustmark has investment or voting discretion. Investment
and voting decisions with respect to shares held by
Trustmark's Trust Department are, in general, made by
Trustmark's Trust Investment Committee composed of ten bank
officers; however, in the case of the Profit Sharing Plan,
investment decisions are made by Trustmark National Bank,
<PAGE> 10
the sponsor of the Plan.
IV. OWNERSHIP OF EQUITY SECURITIES BY MANAGEMENT
The table sets forth the beneficial ownership of the Corporation's common
shares as of January 28, 1994, by persons who are currently serving as
directors, persons nominated for election at the annual meeting and each of the
executive officers named in Section V hereof. Also shown is ownership by all
directors and executive officers of the Corporation as a group. The persons
listed have sole voting and investment power as to all shares except as
indicated. Percent of outstanding shares of common stock owned not shown where
less than one percent.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF OUTSTANDING
BENEFICIAL SHARES OF
OWNERSHIP OF COMMON STOCK
NAME COMMON STOCK OWNED
- ---------------- ------------- ------------
<S> <C> <C>
J. Kelly Allgood 9,624
Reuben V. Anderson 6,014 (1)
John L. Black, Jr. 248,581 (1)
Harry H. Bush 27,252 (1)
Robert P. Cooke III 78,597
Frank R. Day 1,489,266 (2) 4.78%
D. G. Fountain, Jr. 111,800 (3)
C. Gerald Garnett 637,500 (4) 2.05%
William F. Goodman, Jr. 27,228
George P. Hewes III 33,099 (1)
Matthew L. Holleman III 3,673,202 (1) (5) 11.78%
Alvis T. Hunt 66,050 (6)
Aaron J. Johnston 825
Fred A. Jones 223,359 (7)
T. H. Kendall III 146,322 (1) (8)
Robert V. Massengill 38,982 (1) (6)
Donald E. Meiners 250
Thomas W. Mullen 5,153 (1) (6)
William Neville III 65,340
Gus A. Primos 75,000
Ben Puckett 96,540 (1) (9)
William O. Rainey 4,754 (6)
Clyda S. Rent 200
William Thomas Shows 64,710 (1)
Harry M. Walker 7,206 (6)
Paul H. Watson, Jr. 7,600 (10)
Allen Wood, Jr. 948
Above named persons and
executive officers of
Corporation as a group 7,149,076 22.93%
</TABLE>
(1) Includes shares owned by spouse and/or minor children.
<PAGE> 11
(2) Includes 4,032 shares held for nominee in Trustmark's
Employee Stock Purchase Plan and 132,636 shares owned
by a charitable foundation as to which nominee possesses
one of three votes on investments and voting decisions.
(3) Includes 96,600 shares owned by Fountain Electric Company
for which nominee has voting authority.
(4) Includes 600,000 shares owned by Southern Farm Bureau
Casualty Insurance Company and 36,000 shares owned by
Southern Farm Bureau Casualty Insurance Company Employee
Retirement Plan and Trust for which nominee has shared
voting and/or investment authority.
(5) Includes 18,948 shares owned by nominee and immediate family
members and 3,654,254 shares as to which nominee has shared
investment and voting authority as a result of Mr. Holleman
serving as one of four co-executors of the Robert M. Hearin
estate, one of five trustees of the Robert M. Hearin
Foundation, president and director of Capitol Street
Corporation and president and director of Bay Street
Corporation. These shares are reported as beneficially
owned by the Robert M. Hearin estate under Section III.
(6) Includes shares held in Trustmark's Employee Stock Purchase
Plan.
(7) Includes 17,361 shares owned by Columbus Manufacturers,
Inc. and 4,668 shares owned by Quality Products, Inc., for
which nominee has investment and voting authority. Also
includes 74,568 shares owned in trusts for family members
for which nominee's wife has voting and investment authority.
(8) Includes 42,720 shares held as trustee for which nominee has
shared voting and/or investment authority. Also includes
71,028 shares owned by The Gaddis Farms, Inc. for which
nominee has voting authority.
(9) Includes 45,000 shares owned by Puckett Machinery Company for
which nominee has voting and investment authority.
(10) Includes 1,000 shares held in an estate for which nominee has
voting and investment authority.
V. EXECUTIVE COMPENSATION
The following table shows the aggregate compensation for the last three
fiscal years paid by the Corporation and its subsidiaries to the Corporation's
Chief Executive Officer and to Trustmark's four highest compensated executive
officers where compensation in the form of salaries and bonuses exceeded
$100,000 in 1993. For each named individual there is shown credited years of
service under Trustmark's retirement plan. Compensation which was deferred at
the election of the executive is included in the
<PAGE> 12
category and the year earned.
<TABLE>
<CAPTION>
Profit
Sharing Years
Name and Contribu- of
Principal Position Year Salary Bonus(1) tion Service
- ------------------- ---- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
Frank R. Day 1993 $325,000 $162,500 $11,000 37
Chairman and Chief 1992 325,000 50,000 6,946
Executive Officer 1991 325,000 10,000 6,142
Alvis T. Hunt 1993 170,000 68,000 10,800 53
Vice Chairman, 1992 165,000 44,590 6,473
Trustmark National Bank 1991 157,500 10,000 4,649
Harry M. Walker 1993 150,000 60,000 8,200 23
President and Chief 1992 133,333 32,000 5,102
Operating Officer, 1991 100,000 10,000 3,058
Trustmark National Bank
William O. Rainey 1993 130,000 39,000 8,000 12
Executive Vice Pres. 1992 125,933 28,700 4,745
and Chief Banking 1991 102,000 10,000 3,085
Officer, Trustmark
National Bank
Thomas W. Mullen 1993 118,000 35,400 7,200 11
Executive Vice Pres. 1992 113,333 25,985 4,276
for Strategic Planning, 1991 100,000 10,000 3,028
Trustmark National Bank
</TABLE>
(1) Includes Business Development Incentive
Neither the Corporation nor Trustmark maintains a stock option, SAR, or
similar long-term incentive plan.
Trustmark maintains a retirement plan for employees who are 21 years or
older and who have completed one year of service with a prescribed number of
hours of credited service. The following table specifies the estimated benefits
payable upon retirement under the retirement plan to persons in the following
remuneration and years of service classifications:
<TABLE>
<CAPTION>
10 Year Average YEARS OF CREDITED SERVICE
Annual Earnings 10 20 30 40 50
- --------------- ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 20,000 $3,000 $6,000 $9,000 $12,000 $15,000
35,000 5,250 10,500 15,750 21,000 26,250
50,000 7,500 15,000 22,500 30,000 37,500
75,000 12,381 24,762 37,143 48,959 60,209
100,000 17,756 35,512 53,268 69,646 84,646
150,000 28,506 57,012 85,518 111,021 115,641
200,000 39,256 78,512 115,641 115,641 115,641
250,000 41,323 82,645 115,641 115,641 115,641
300,000 41,323 82,645 115,641 115,641 115,641
350,000 41,323 82,645 115,641 115,641 115,641
</TABLE>
<PAGE> 13
Benefits payable under the retirement plan are based on a formula that
takes into account the individual's average compensation over the most recent
ten-year period and the number of years of credited service. Subject to the
benefit and compensation limits under federal law, the formula takes into
account all compensation. For the year 1993, the compensation limit was
$235,840 and the benefit limit was $115,641. The table assumes that the entire
service period was completed under the new benefit formula that is effective
for service on or after January 1, 1989.
VI. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Corporation's executive committee serves as a compensation committee
and, in such capacity, determines the compensation of the Corporation's
executive officers. Members of this committee include T. H. Kendall III,
Chairman, Frank R. Day, D. G. Fountain, Jr., William F. Goodman, Jr., William
Neville III and Advisory Directors John W. Head and Rowan H. Taylor.
In establishing Mr. Day's salary for 1993, the committee, without Mr.
Day's involvement, considered various factors, chiefly the salaries of chief
executive officers of comparable financial institutions and Mr. Day's past
performance. Using these factors, an increase in base salary was recommended
by the executive committee. As was the case in earlier years, Mr. Day declined
this increase and his base salary remained the same as he received for the
years 1989 through 1992. Mr. Day's bonus for 1993 was directly related to the
Corporation's performance. In evaluating performance for purposes of
establishing Mr. Day's bonus the committee considered profitability, asset
quality, regulatory compliance, competitive position and similar factors.
These factors were not assigned specific weights and no specific quantitative
measures of performance were employed by the committee.
The executive committee established the salaries of the other executive
officers principally based upon Mr. Day's recommendation. These salaries were
designed to be at levels necessary to attract and retain qualified personnel
and were, consequently, significantly influenced by salary levels at comparable
institutions.
In December 1993, the Board of Directors approved a discretionary bonus
pool of approximately $2 million. This amount was indicative of the
Corporation's performance for 1993 and management's philosophy that annual
bonuses should constitute a significant factor in overall compensation. The
bonus pool was allocated among executive officers and other bank personnel
based on the recommendations of senior management and the results of the formal
performance appraisal process which is used in establishing salaries and
allocating bonuses. Factors considered include personal development, level of
job responsibility, achievement of work goals and management skills.
The following graph compares the Corporation's annual percentage change in
cumulative total shareholder return on common shares over the past five years
with the cumulative total return of companies comprising the NASDAQ market
value index and a peer group
<PAGE> 14
consisting of Bancorp South, Inc., Deposit Guaranty Corporation and Grenada
Sunburst Corporation. This data was prepared by an independent financial
services company.
This presentation assumes that $100 was invested in shares of the relevant
issuers on December 31, 1988, and that dividends received were immediately
invested in additional shares. The graph plots the value of the initial $100
investment at one-year intervals. For the purposes of constructing this data,
the returns of each component issuer have been weighted according to that
issuer's market capitalization.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
<TABLE>
<CAPTION>
- ----------------------FISCAL YEAR ENDING-------------------------
COMPANY 1988 1989 1990 1991 1992 1993
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Trustmark Corp 100 91.45 82.30 119.88 201.75 228.32
Peer Group 100 92.94 76.05 127.07 197.95 223.31
Broad Market 100 112.89 91.57 117.56 118.71 142.40
</TABLE>
THE BROAD MARKET INDEX CHOSEN WAS:
NASDAQ Market Index
THE PEER GROUP CHOSEN WAS:
Customer Selected Stock List
THE PEER GROUP IS MADE UP OF THE FOLLOWING SECURITIES:
Bancorp South, Inc.
Deposit Guaranty Corporation
Grenada Sunburst Corporation
VII. COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
The executive committee, which is composed of the persons identified in
Section VI above, performed as the compensation committee during 1993. Frank
R. Day is the only member of the committee who is an officer or employee of the
Corporation or its subsidiaries. Mr. Goodman is a partner in a law firm which
was retained by the Corporation and Trustmark during 1993 and which is
anticipated to be retained during 1994. During 1993 no executive officer of
the Corporation or any of its subsidiaries served as a member of the
compensation committee (or other board or committee performing similar
functions) or the board of directors of another entity, one of whose executive
officers served on the executive committee or the board of directors of the
Corporation.
VIII. TRANSACTIONS WITH MANAGEMENT
No officer, director, nominee, their related entities or their immediate
family members have been indebted to the Corporation, or any subsidiaries,
other than Trustmark, at any time since January 1, 1993. Trustmark has had,
and expects to have in the future,
<PAGE> 15
banking transactions, including loans and other banking transactions in excess
of $60,000, in the ordinary course of business with directors, officers,
nominees and related entities or immediate family members of such directors,
officers or nominees. Such loans and other banking transactions are made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons. None of
the loans involved more than the normal risks of collectibility and presented
no other unfavorable features.
During 1993, the estate of Mr. R. M. Hearin, the Robert M. Hearin
Foundation, and corporations directly and indirectly controlled by them,
including Bay Street Corporation, Galaxie Corporation, Capitol Street
Corporation, Southland Oil Company and Mississippi Valley Gas Company, borrowed
money from and loaned money to Trustmark through the purchase and sale of
government securities pursuant to repurchase and reverse repurchase agreements.
A total of 1,146 repurchase transactions averaging $1,498,562 each and 33
reverse repurchase transactions averaging $3,738,033 each were conducted with
these parties. Additionally, investment securities were purchased by these
entities through Trustmark's Investment Department. There were 47 such
security transactions averaging $2,660,618. Trustmark entered into 330
repurchase transactions with Blue Cross/Blue Shield of Mississippi, Inc. These
transactions averaged $10,272,631 each. Trustmark entered into purchases and
sales of federal funds and securities sales with Merchants and Planters Bank of
Raymond, which is controlled by director T. H. Kendall III; the Bank of
Edwards, controlled by Frank R. Day; Smith County Bank, in which Mr. Day has a
significant ownership interest; and, Perry County Bank, in which the estate of
Robert M. Hearin has a significant ownership interest. These transactions
included 41 securities sales averaging $203,672 to Merchants and Planters Bank
of Raymond, 3 securities sales averaging $160,438 to The Bank of Edwards, 39
securities sales averaging $366,729 to Smith County Bank and 18 securities
sales averaging $204,899 to Perry County Bank. All transactions with these
entities were on prevailing terms. For the year 1993, Scientific
Telecommunications, Inc. was paid $136,861 for telecommunications equipment and
services. Other members of management and their related entities periodically
engage in repurchase and other similar investment transactions; however, these
transactions are not, in the opinion of management, material to either
Trustmark or the related entities.
Reuben V. Anderson is a partner in the law firm of Phelps Dunbar; William
F. Goodman, Jr. is a partner in the law firm of Watkins & Eager; and George P.
Hewes III is a partner in the law firm or Brunini, Grantham, Grower & Hewes.
Each of these firms was retained by the Corporation and Trustmark on various
legal matters during 1993 and it is anticipated that these firms will be
retained during 1994.
During 1993, Trustmark engaged in business relationships with various
entities in which members of management have direct and indirect interests.
None of these relationships was considered material to Trustmark or such
entity.
<PAGE> 16
IX. OTHER INFORMATION CONCERNING DIRECTORS
During 1993, the Corporation and its subsidiary, Trustmark National Bank,
had an audit committee composed of William F. Goodman, Jr., Chairman, J. Kelly
Allgood, Harry H. Bush, C. Gerald Garnett, Paul H. Watson, Jr., Allen Wood, Jr.
and Advisory Director Fred A. Jones. This committee, which conducts the usual
and necessary activities in connection with the audit functions of the
Corporation and its subsidiaries, held six meetings during 1993.
There were eleven meetings of the Board of Directors held during 1993. Of
those directors serving during 1993, none attended fewer than 75 percent of the
Board meetings and meetings of those committees of which they were members
except C. Gerald Garnett and Aaron J. Johnston.
Directors' meetings of the Corporation are held in conjunction with
meetings of the Board of Directors of Trustmark. During 1993 each Director and
each committee chairman received $600 and $800, respectively, for each Board
meeting attended. Members of the executive committee were paid $1,500 per
month in 1993.
Effective with the January 1994 Board meeting, Directors and committee
chairmen will receive $750 and $1,000, respectively, for each Board meeting
attended. Members of the executive committee will receive $1,875 per month in
1994.
These payments cover committee meetings attended. Members of the Board
who are salaried officers of the Corporation or Trustmark are not paid
directors' fees.
Directors, certain officers of the Corporation and its subsidiaries and
holders of more than 10 percent of the Corporation's outstanding shares are
required to file reports under Section 16 of the Securities Exchange Act of
1934. Federal regulations require disclosure of any failures to file these
reports on a timely basis. The Corporation believes that during 1993 its
officers, directors and greater than 10 percent beneficial owners complied with
all filing requirements.
X. INDEPENDENT PUBLIC ACCOUNTANTS
It is the intention of management to employ the services of Arthur
Andersen & Co., independent accountants for the Corporation during the most
recently completed fiscal year, as independent accountants for the Corporation
for the year 1994. Representatives of Arthur Andersen & Co. are expected to be
present at the shareholders' meeting with the opportunity to make a statement,
if they desire to do so, and to be available to respond to appropriate and
proper questions during the period generally allocated for questions at the
meeting.
The audit reports on the Corporation's financial statements during the two
most recent fiscal years contained no adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
XI. PROPOSALS OF SHAREHOLDERS
In order for a shareholder proposal to be included in a proxy
<PAGE> 17
statement and form of proxy prepared by the Board of Directors, it must meet
the requirements of Rule 14a-8 of the Securities Exchange Act of 1934 and be
received at the principal executive offices of the Corporation not less than
120 days in advance of the date the previous year's proxy and form of proxy
were mailed to shareholders. Thus, a shareholder proposal must be received
before October 14, 1994 in order to be included in the proxy statement and form
of proxy for the 1995 annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
/s/ Frank R. Day
Chairman
<PAGE> 18
PROXY CARD
TRUSTMARK CORPORATION
POST OFFICE BOX 291 JACKSON, MISSISSIPPI 39205-0291
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned having received Notice of Meeting and Proxy Statement dated
February 11, 1994, appoint D. G. Fountain, Jr., T. H. Kendall III and William
Neville III, and each or any of them as proxies, with full power of
substitution and revocation, to represent the undersigned and to vote all
shares of the Common Stock of Trustmark Corporation which the undersigned is
entitled to vote at the Annual Meeting of the Shareholders of the Corporation
to be held on March 8, 1994, in Ballroom "A" of the Ramada Plaza Hotel, located
at Interstate 55 North and County Line Road, in Jackson, Mississippi, at 10:00
o'clock A.M., Local Time, and any adjournment thereof, as follows:
1. PROPOSAL NO. 1.
ELECTION OF DIRECTORS:
{ } FOR all nominees listed below (except as marked to the
contrary below)
{ } WITHHOLD AUTHORITY to vote for all nominees listed below
INSTRUCTIONS: (TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME
IN THE LIST BELOW.)
J. Kelly Allgood, Reuben V. Anderson, John L. Black, Jr., Harry H. Bush, Robert
P. Cooke III, Frank R. Day, D. G. Fountain, Jr., C. Gerald Garnett, William F.
Goodman, Jr., Matthew L. Holleman III, Aaron J. Johnston, Fred A. Jones, T. H.
Kendall III, Robert V. Massengill, Donald E. Meiners, William Neville III, Gus
A. Primos, Ben Puckett, Clyda S. Rent, William Thomas Shows, Harry M. Walker,
Paul H. Watson, Jr. and Allen Wood, Jr.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. Management knows of no other
matters that may properly be, or which are likely to be, brought before the
meeting.
When properly executed, this proxy will be voted in the manner directed by the
undersigned stockholder. UNLESS AUTHORITY IS WITHHELD AS TO A PARTICULAR
NOMINEE, THE PROXY WILL BE VOTED FOR EACH NOMINEE LISTED UNDER PROPOSAL NO. 1.
If other matters for which no choice is specified come before the meeting, THE
PROXIES WILL VOTE PURSUANT TO THE AUTHORIZATION CONTAINED IN ITEM NO. 2 IN
ACCORDANCE WITH THE DECISION OF THE
<PAGE> 19
BOARD OF DIRECTORS.
Please sign exactly as name appears below. When shares are held in joint
tenants, both should sign. Trustees, attorneys, executors, administrators,
guardians, or others signing in a representative capacity should indicate the
capacity in which they sign. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign
in partnership name by authorized person.
Dated , 1994
------------------- ---------------------------------
Signature
---------------------------------
Signature (if jointly owned)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
