<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TRUST MARK CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
TRUST MARK 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)
or Item 22(a)(2) of Schedule 14A.
/ / $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 transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rules 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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 14, 1995
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 14, 1995, at 10:00 o'clock A.M., local
time, for the following purposes:
1. To elect a board of twenty-five directors to hold office for the
ensuing year and until their successors are elected and have qualified.
2. To vote on a proposal to amend the Articles of Incorporation to
increase the authorized common stock from forty million shares to one
hundred million shares.
3. To transact such other business as may properly come before the
meeting.
The close of business on January 27, 1995 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 15, 1995
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 14, 1995
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 14, 1995, 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 and for the
proposed amendment to the Articles of Incorporation.
Shareholders of record at the close of business on January 27, 1995 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 34,910,683 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-five 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
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-five nominees
receiving the largest number of votes.
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR OF
BUSINESS EXPERIENCE CORPORATION & DIRECTORSHIPS HELD
NAME AGE DURING THE LAST FIVE YEARS TRUSTMARK SINCE IN OTHER COMPANIES(1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. Kelly Allgood 54 Vice President, Mississippi 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 52 Justice, Mississippi Supreme 1980 The Kroger Company
Court, January 1985 to December BellSouth Tele-
1990; Partner, Phelps Dunbar, communications, Inc.
Attorneys, since January 1991
John L. Black, Jr. 55 Chairman and Chief Executive 1990
Officer, The Waverley Group, Inc.
(Owns and Manages Nursing Home
Facilities)
Harry H. Bush 62 President, Bush Construction 1988
Company, Inc. (Road and Bridge
Construction)
Robert P. Cooke III 60 President, Robert P. Cooke Agent, 1991
Inc. until early 1991 (General
Insurance Agency); Presently
Handles Personal and Family
Investments
Frank R. Day 63 Chairman of the Board, President 1976 BellSouth Tele-
and Chief Executive Officer, communications, Inc.
Trustmark Corporation; Chairman
of the Board and Chief Executive
Officer, Trustmark National Bank
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
William C. Deviney, Jr. 49 President, Deviney Construction -
Company, Inc. (Telecommunications
Construction Company)
D. G. Fountain, Jr. 58 President, Fountain Construction 1980
Company, Inc. (Mechanical and
Electrical Contractors)
C. Gerald Garnett 50 Executive Vice President and 1993
Chief Executive Officer,
Southern Farm Bureau
Casualty Insurance Company
Matthew L. Holleman III 43 Vice President and Treasurer, 1994
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
Fred A. Jones 59 Vice President, Columbus Marble 1994
Works, Inc. (Manufacturer of
Marble and Granite Monuments
and License Plates) until July
1994, President since July 1,
1994; President, Columbus
Manufacturers, Inc. (Mail Order
Distributor)
T. H. Kendall III 58 President and General Manager, 1971
The Gaddis Farms, Inc. (Farming,
Banking, Oil Production)
Larry L. Lambiotte 47 Co-Owner, Falco Lime, Inc. -
(Lime Sales Company)
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C> <C> <C>
Robert V. Massengill 55 President, Brookhaven Branch, 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 59 President and Chief Operating 1994 Mississippi Power
Officer, Louisiana Power & Light & Light Company
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 54 President, The Rogue and Good 1980
Company (Men's Clothing)
Richard H. Puckett 40 Vice President and General Manager -
Puckett Machinery Company, January
1988 to January 1992; President
and General Manager, Puckett
Machinery Company since January
1992 (Distributor of Heavy Earth
Moving Equipment)
Charles W. Renfrow 48 President, Renfrow Supply, Inc. -
(Supplier of Commercial and Resi-
dential Construction Material);
President, Renfrow Insulation, Inc.
(Commercial and Residential
Insulation)
Clyda S. Rent 52 President, Mississippi 1994
University for Women
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C> <C>
William Thomas Shows 62 General Manager, Pearl River 1987
Valley Electric Power Association
Harry M. Walker 44 Secretary-Treasurer, Trustmark 1992
Corporation since January 1995;
Executive Vice President, Trustmark
National Bank from May 1987 to March
1992; since March 1992, President,
Trustmark National Bank
LeRoy G. Walker, Jr. 45 President, LTM, Inc. -
(Owner, McDonald's Franchises)
Paul H. Watson, Jr. 56 President, Farmers Tractor 1989
Company, Inc.
John C. Wheeless, Jr. 54 Partner, Wheeless, Beanland, -
Shappley & Bailess, Attorneys
Allen Wood, Jr. 51 President, Scientific Tele- 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. AMENDING THE ARTICLES OF INCORPORATION
The Board of Directors has proposed an amendment to the Corporation's
Articles of Incorporation increasing the number of authorized common shares
from forty million shares to one hundred million shares. This increase will
allow the Corporation to issue additional shares to raise capital or consummate
acquisitions. No additional shares are currently proposed to be issued.
Approval of the proposed amendment will require approval of a majority of the
shares voting.
<PAGE> 10
IV. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On January 27, 1995, the Corporation had outstanding 34,910,683 shares of
common stock, no par value, owned by approximately 5,300 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 5.92%
Corporation (1)
711 West Capitol Street
Jackson, MS 39207
Robert M. Hearin 3,669,854 10.51%
Estate (2)
711 West Capitol Street
Jackson, MS 39207
Trustmark National 3,928,210 11.25%
Bank (3)
248 East Capitol Street
Jackson, MS 39205
</TABLE>
(1) Includes 26,004 shares owned by a second tier subsidiary.
(2) Includes 1,374,785 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 61,656 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 1,714,513 shares owned by Trustmark's Profit Sharing Plan, 188,880
shares held in Trustmark's Employee Stock Purchase Plan, 81,873 shares held
in Trustmark's Retirement Plan and 1,942,944 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 thirteen bank officers; however, in
the case of the Profit Sharing Plan, investment decisions are made by
Trustmark, the sponsor of the Plan.
<PAGE> 11
V. OWNERSHIP OF EQUITY SECURITIES BY MANAGEMENT
The table sets forth the beneficial ownership of the Corporation's common
shares as of January 25, 1995, 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 VI 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 11,829
Reuben V. Anderson 8,897 (1)
John L. Black, Jr. 262,122 (2)
Harry H. Bush 27,252 (1)
Robert P. Cooke III 61,384
Frank R. Day 1,521,818 (3) 4.36%
William C. Deviney, Jr. 500
D. G. Fountain, Jr. 114,400 (4)
C. Gerald Garnett 717,051 (5) 2.05%
William F. Goodman, Jr. 27,628
Matthew L. Holleman III 3,688,802 (6) 10.57%
Gerard R. Host 2,626 (7)
Fred A. Jones 223,359 (8)
T. H. Kendall III 188,459 (1)(9)
Larry L. Lambiotte 54,970 (10)
Robert V. Massengill 40,097
Donald E. Meiners 250
Thomas W. Mullen 4,058 (1)(7)
William Neville III 72,940
Gus A. Primos 75,000
Ben Puckett 49,940 (1)
Richard H. Puckett 120,093 (1)(11)
William O. Rainey 5,055 (7)
Charles W. Renfrow 20,000
Clyda S. Rent 200
William Thomas Shows 64,710 (1)
Harry M. Walker 7,965 (1)(7)
LeRoy G. Walker, Jr. 500
Paul H. Watson, Jr. 7,600 (1)(12)
John C. Wheeless, Jr. 146,569
Allen Wood, Jr. 6,461 (1)
Above named persons and
executive officers of
Corporation as a group 7,532,535 21.58%
</TABLE>
<PAGE> 12
(1) Includes shares owned by spouse and/or minor children.
(2) Includes 14,500 shares held in a private foundation for which nominee has
voting and investment authority.
(3) Includes 4,319 shares held for nominee in Trustmark's Employee Stock
Purchase Plan and 132,636 shares owned by a charitable foundation as to
which nominee has one of four votes on investment and voting decisions.
(4) Includes 96,600 shares owned by Fountain Construction Company for which
nominee has voting authority.
(5) Includes 677,551 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 investment authority.
(6) Includes 18,948 shares owned by nominee and immediate family members and
3,669,854 shares as to which nominee has shared investment and voting
authority as a result of 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 IV.
(7) Includes shares held in Trustmark's Employee Stock Purchase Plan.
(8) 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.
(9) Includes 43,436 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. and 38,821 shares owned by Gaddis & McLaurin, Inc. for
which nominee has voting authority.
(10) Includes 14,776 shares owned by Falco Lime, Inc. for which nominee has
voting and/or investment authority.
(11) Includes 45,000 shares owned by Puckett Machinery Company and 30,180 shares
held by Puckett Machinery Company Profit Sharing Plan for which nominee
has either sole or shared voting and investment authority.
(12) Includes 1,000 shares held in an estate for which nominee has voting and
investment authority.
<PAGE> 13
VI. COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table shows the aggregate compensation for the last three
fiscal years paid by the Corporation and its subsidiary, Trustmark National
Bank ("Trustmark"), 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 1994. 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 category and the year earned.
<TABLE>
<CAPTION>
YEARS
NAME AND ALL OTHER OF
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) SERVICE
- ------------------- ---- -------- -------- --------------- ---------
<S> <C> <C> <C> <C> <C>
Frank R. Day 1994 $400,000 $150,000 $ 5,425 38
Chairman and Chief 1993 325,000 162,500 10,644
Executive Officer 1992 325,000 50,000 7,065
Harry M. Walker 1994 160,000 56,000 5,425 24
Secretary-Treasurer; 1993 150,000 60,000 9,325
President and Chief 1992 133,333 32,000 5,104
Operating Officer,
Trustmark National Bank
William O. Rainey 1994 133,000 33,250 5,250 13
Executive Vice 1993 130,000 39,000 7,471
President and Chief 1992 125,933 28,700 4,747
Banking Officer,
Trustmark National Bank
Gerard R. Host 1994 125,000 31,750 5,250 11
Executive Vice 1993 118,000 35,400 6,775
President and Chief 1992 113,333 25,875 4,272
Investment Officer
Trustmark National Bank
Thomas W. Mullen 1994 121,000 30,250 5,250 12
Executive Vice 1993 118,000 35,400 6,780
President for Strategic 1992 113,333 25,985 4,278
Planning, Trustmark
National Bank
</TABLE>
(1) Includes Business Development Incentive which was awarded in recognition
of special new business development achievements. Amounts paid did not
exceed $500 for any named individual in any year.
(2) Represents contributions under Profit Sharing Plan.
<PAGE> 14
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 15 20 25 30 35 40
- --------------- ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
50,000 11,250 15,000 18,750 22,500 26,250 30,000
75,000 18,279 24,372 30,465 36,558 42,651 48,276
100,000 26,342 35,122 43,903 52,683 61,464 68,964
150,000 42,467 56,622 70,778 84,933 99,089 110,339
200,000 42,467 56,622 70,778 84,933 99,089 110,339
250,000 42,467 56,622 70,778 84,933 99,089 110,339
300,000 42,467 56,622 70,778 84,933 99,089 110,339
350,000 42,467 56,622 70,778 84,933 99,089 110,339
</TABLE>
Benefits payable under the retirement plan are based on a formula that
takes into account the individual's average compensation over the highest
consecutive 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, including salaries and bonuses. For the
year 1994, the compensation limit was $150,000 and the benefit limit was
$118,800. Amounts actually payable pursuant to the plan are not subject to
deduction for Social Security. 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.
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.
In establishing Mr. Day's salary for 1994, 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 the Wyatt Survey of Financial Institutions as a resource,
the Committee considered the 1993 salaries of chief executive officers in
selected banking institutions located in the Southeastern United States having
assets of $3 to $6.5 billion and $6.5 to $10.5 billion. The salary established
for Mr. Day for the year 1994 was approximately the same as the average
salaries for the year 1993 of the chief executive officers of the institutions
for which information was reported in the survey and was approximately 20
percent less than the 1994 salaries reported for the chief executive officers
of the $3 to $6.5 billion institutions reported in the survey.
Deposit Guaranty Corporation, one of the financial
<PAGE> 15
institutions comprising the peer group used to construct the performance graph
appearing below, was included in the $3 to $6.5 billion group. The other two
institutions were not.
In December 1994, the Board of Directors approved a discretionary bonus
pool of $1.75 million. This amount was based upon the Corporation's earnings
for 1994 compared to former years. After establishing a maximum bonus for
various categories of employees, including the chief executive officer, the
Committee awarded Mr. Day a bonus of $150,000. In evaluating Mr. Day's
performance, the Committee considered various factors including traditional
financial results and indicators such as revenues, expenses, earnings and
qualitative ratios as well as other significant factors including regulatory
compliance, competitive position and similar factors in the context of the
Corporation's historical performance and the performance of comparable
institutions. These factors were not assigned specific weights and no specific
quantitative measures of performance were employed by the Committee. The
performance of the Corporation's stock during 1994 was not a factor considered
by the Board.
The Executive Committee established the salaries of the other executive
officers principally based upon Mr. Day's recommendations. The Committee and
Mr. Day also reviewed compensation reported in the Wyatt Survey for similar
positions at comparable financial institutions. Executive officers' salaries
were designed to be at levels necessary to attract and retain qualified
personnel.
Bonuses paid to executive officers were allocated based upon the
recommendations of senior management and the results of the formal performance
appraisal process which is used in establishing salaries and allocating bonuses
for all bank personnel. Factors considered included personal development,
level of job responsibility, achievement of work goals and management skills.
Executive Committee
-------------------
T. H. Kendall III, Chairman
Frank R. Day
D. G. Fountain, Jr.
William F. Goodman, Jr.
William Neville III
John W. Head
Rowan H. Taylor
PERFORMANCE GRAPH
The following graph compares the Corporation's annual percentage change in
cumulative total 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 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, 1989, and that dividends received were immediately
invested in additional shares. The graph
<PAGE> 16
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.
FIVE YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
- ----------------------FISCAL YEAR ENDING-------------------------
COMPANY 1989 1990 1991 1992 1993 1994
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Trustmark Corp. 100 89.99 131.08 220.60 249.65 308.42
Peer Group 100 81.91 136.67 213.23 240.65 273.04
Broad Market 100 81.12 104.14 105.16 126.14 132.44
</TABLE>
COMPENSATION OF DIRECTORS
Directors' meetings of the Corporation are held in conjunction with
meetings of the Board of Directors of Trustmark. During 1994 each director and
each committee chairman received $750 and $1,000, respectively, for each board
meeting attended. Members of the Executive Committee were paid $1,875 per
month. The payments cover committee meetings attended. Members of the Board
who are salaried officers of the Corporation or Trustmark are not paid
directors' fees.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION AND
COMPENSATION DECISIONS
The Executive Committee, which is composed of the persons identified
above, performed as the Compensation Committee during 1994. 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 1994 and which is
anticipated to be retained during 1995. During 1994, 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.
<PAGE> 17
VII. TRANSACTIONS WITH MANAGEMENT
No executive 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, 1994.
Trustmark has had, and expects to have in the future, banking transactions,
including loans and other banking transactions in excess of $60,000, in the
ordinary course of business with executive officers, directors, nominees,
related entities and immediate family members. 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 1994, 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.
Director Matthew L. Holleman III is affiliated in various capacities with the
aforementioned entities. A total of 1,088 repurchase transactions averaging
$1,527,505 each and 9 reverse repurchase transactions averaging $239,101 each
were conducted with these parties. Additionally, these entities engaged in 41
securities purchases averaging $2,817,792 through Trustmark's Investment
Department. Trustmark entered into 104 repurchase transactions, averaging
$650,036 each, with Fountain Construction Company, Inc., which is owned by
director D. G. Fountain, Jr. Trustmark entered into federal funds transactions
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 director Matthew L. Holleman III is
affiliated and in which the estate of Robert M. Hearin has a significant
ownership interest. These transactions included 15 securities sales averaging
$169,848 to Merchants and Planters Bank of Raymond, 2 securities sales
averaging $499,414 to The Bank of Edwards, 13 securities sales averaging
$309,654 to Smith County Bank and 4 securities sales averaging $808,792 to
Perry County Bank. All transactions with these entities were on prevailing
terms. Other members of management and their related entities purchased and
sold investment securities through Trustmark Financial Services, Inc. (a
wholly-owned subsidiary of Trustmark National Bank) and periodically engaged in
repurchase and other similar transactions with Trustmark; however, these
transactions are not, in the opinion of Management, material to either
Trustmark or the related entities. For the year 1994, Scientific
Telecommunications, Inc., a company controlled by director Allen Wood, Jr., was
paid $364,710 for telecommunications equipment and services.
Reuben V. Anderson is a partner in the law firm of Phelps
<PAGE> 18
Dunbar and William F. Goodman, Jr. is a partner in the law firm of Watkins &
Eager. Each of these firms was retained by the Corporation or Trustmark on
various legal matters during 1994 and it is anticipated that these firms will
be retained during 1995.
During 1994, 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> 19
VIII. OTHER INFORMATION CONCERNING DIRECTORS
During 1994, the Corporation had an Audit Committee composed of William F.
Goodman, Jr., Chairman, J. Kelly Allgood, Harry H. Bush, C. Gerald Garnett,
Fred A. Jones, Paul H. Watson, Jr., Allen Wood, Jr. and Advisory Directors
Richard H. Puckett and Charles W. Renfrow. This Committee, which conducts the
usual and necessary activities in connection with the audit functions of the
Corporation, held five meetings during 1994.
There were twelve meetings of the Board of Directors held during 1994. Of
those directors serving during 1994, none attended fewer than 75 percent of the
Board meetings and meetings of those committees of which they were members
except Clyda S. Rent.
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 1994 its
officers, directors and greater than 10 percent beneficial owners complied with
all filing requirements with the following exceptions: Directors Robert V.
Massengill and Allen Wood, Jr. each filed late one report covering one
transaction; Advisory Directors George M. Biggs and Arch Dalrymple III each
filed late one report covering two transactions; and Advisory Director John C.
Wheeless, Jr. was late in filing his initial Form 3 upon his election as an
Advisory Director and two subsequent Form 4 filings covering two transactions.
<PAGE> 20
IX. INDEPENDENT PUBLIC ACCOUNTANTS
It is the intention of the Board of Directors to employ the services of
Arthur Andersen LLP, independent accountants for the Corporation during the
most recently completed fiscal year, as independent accountants for the
Corporation for the year 1995. Representatives of Arthur Andersen LLP 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 allotted for
questions at the meeting.
<PAGE> 21
X. PROPOSALS OF SHAREHOLDERS
In order for a shareholder proposal to be included in a proxy 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 19, 1995 in order to be included in the proxy statement and form
of proxy for the 1996 annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
/s/ Frank R. Day
----------------
Chairman
<PAGE> 22
APPENDIX 1
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 15, 1995, 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 14, 1995, 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, William C. Deviney, Jr., D. G. Fountain, Jr., C.
Gerald Garnett, Matthew L. Holleman III, Fred A. Jones, T. H. Kendall III,
Larry L. Lambiotte, Robert V. Massengill, Donald E. Meiners, William Neville
III, Richard H. Puckett, Charles W. Renfrow, Clyda S. Rent, William Thomas
Shows, Harry M. Walker, LeRoy G. Walker, Jr., Paul H. Watson, Jr., John C.
Wheeless, Jr. and Allen Wood, Jr.
2. PROPOSAL NO. 2.
-------------------------------
AMEND ARTICLES OF INCORPORATION: [ ] FOR [ ] AGAINST [ ] ABSTAIN
An amendment to the Corporation's Articles of Incorporation to increase the
authorized common shares from 40 million to 100 million.
<PAGE> 23
3. 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 shareholder. UNLESS AUTHORITY IS WITHHELD AS TO A PARTICULAR
NOMINEE, THE PROXY WILL BE VOTED FOR EACH NOMINEE LISTED UNDER PROPOSAL NO. 1.
UNLESS AGAINST OR ABSTAIN IS MARKED, THE PROXY WILL BE VOTED FOR PROPOSAL NO.
2.
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. 3 IN
ACCORDANCE WITH THE DECISION OF THE BOARD OF DIRECTORS.
Please sign exactly as name appears below. When shares are held as joint
tenants, both should sign. Trustees, attorneys, executors, administrators,
guardians and 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___________________, 1995 _________________________________
Signature
_________________________________
Signature (if jointly owned)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
