<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
TRUSTMARK CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
898402-10-2
-----------------------------------
(CUSIP Number)
Frank R. Day, Chairman of the Board and Chief Executive Officer,
Trustmark Corporation, 248 E. Capitol St., Jackson, MS 39215, Tel (601) 354-5869
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 4, 1996
-----------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 23 Pages
<PAGE> 2
13D
CUSIP NO. 898402-10-2 PAGE 2 OF 23 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert M. Hearin Support Foundation
EIN 58-2203211
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,436,441
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,624,424
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,436,441
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,624,424
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,060,865
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D, JANUARY 31, 1996
ISSUER: TRUSTMARK CORPORATION
REPORTING PERSONS: ROBERT M. HEARIN SUPPORT FOUNDATION
ITEM 1. SECURITY AND ISSUER.
Title of Class: Common stock, No par value
Issuer: Trustmark Corporation
248 East Capitol Street
Jackson, Mississippi 39201
Principal Executive: Frank R. Day
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of Reporting Persons:
Robert M. Hearin Support Foundation
(b) Business Address:
711 West Capitol Street
Jackson, Mississippi 39203
(c) Present principal occupation, employer name, address, and
principal business:
Charitable Trust, organized and operated exclusively
for charitable or educational purposes exempt from
Federal Income Tax under Section 501(a) as an
organization described in Section 501(c)(3), not a
private foundation, qualifying under the provisions
of Section 509(a)(3).
Trustees of the Robert M. Hearin Support Foundation,
principal occupation, employer name, address, and
principal business:
Robert M. Hearin, Jr.
Lawyer
338 Baronne, Suite 200
New Orleans, LA 70112
Matthew L. Holleman, III
President
Mississippi Valley Gas Company
Post Office Box 3348
Jackson, Mississippi 39207
Local Gas Distributor
Page 3 of 23 Pages
<PAGE> 4
ITEM 2. CONTINUED.
Daisy S. Blackwell
Secretary
Capitol Street Corporation
Post Office Box 3348
Jackson, Mississippi 39207
Holding Company
E.E. Laird, Jr.
Lawyer
Daniel, Coker, Horton & Bell, P.A.
111 East Capitol Street, Ste. 600
Jackson, Mississippi 39201
Laurie Hearin McRee
Housewife
1611 Devine Street
Jackson, Mississippi 39202
Alan W. Perry
Lawyer
Forman, Perry, Watkins & Krutz
188 East Capitol Street, 12th Fl.
Post Office Box 22608
Jackson, Mississippi 39225-2608
(d) None of the reporting persons have, during the last five
years, been convicted in a criminal proceeding.
(e) None of the reporting persons have, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in
a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws.
(f) All of the reporting persons are U.S. citizens.
Page 4 of 23 Pages
<PAGE> 5
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting person is the residuary beneficiary under the Will of
Robert M. Hearin, Deceased who died November 28, 1990 and whose estate
was closed and assets ordered distributed by order of the Chancery
Court of the First Judicial District of Hinds County, Jackson,
Mississippi on December 29, 1995. 1,436,441 shares of issuer stock
were transferred to reporting person pursuant to said order on January
4, 1996.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of this filing is to report the change in the beneficial
ownership of the shares of issuer as a result of the closing of the
estate of Robert M. Hearin and the distribution pursuant thereto.
With respect to the reporting persons:
(a) no additional acquisition of Issuer's securities is presently
contemplated nor is any disposition of Issuer's securities
anticipated; however, additional shares of Issuer's securities
may be acquired in the future and/or a disposition of Issuer's
shares owned by the reporting person may occur at some future
date;
(b) no extraordinary corporate transaction, merger,
reorganization, or liquidation involving the Issuer
or any of its subsidiaries is presently contemplated;
(c) no sale or transfer of a material amount of the assets of the
Issuer or its subsidiaries is presently contemplated;
(d) there are no plans to propose a change in the present Board of
Directors or Management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Board;
(e) there are no plans to materially change the capitalization or
dividend policy of the Issuer;
(f) there are no plans to make or propose any other material
change in the Issuer's business or corporate structure;
(g) there are no plans to change Issuer's By-laws or take any
action which may impede the acquisition of control of
the Issuer by any person;
(h) there are no plans to cause any class of securities of the
Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
Page 5 of 23 Pages
<PAGE> 6
ITEM 4. CONTINUED.
(i) there are no plans to make a class of equity securities of the
Issuer become eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; and
(j) there are no plans or acts contemplated which are similar to
those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate number and percentage of securities of Issuer
beneficially owned by reporting persons as a group as
of reporting date(1):
4,060,865 shares; 11.6%
(b) Beneficial ownership as of reporting date by persons named in
Item 2:
<TABLE>
<CAPTION>
Number of Issuer's Percentage of Issuer's
Shares Shares
Beneficially Owned Beneficially Owned
--------------------------- -------------------------
Sole Shared Sole Shared
Voting & Voting & Voting & Voting &
Person Names Dispositive Dispositive Dispositive Dispositive
In Item 2 Power Power Power Power
------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Robert M. Hearin
Support Foundation 1,436,441 2,624,424(2) 4.1% 7.5%
Robert M. Hearin, Jr. 29,372(3) 0.1%
Matthew L. Holleman, III 19,332(4) .1%
Daisy S. Blackwell 15,036 .0%
E.E. Laird, Jr. 35,049(5) .1%
Laurie Hearin McRee 243,701(6) .7%
Alan W. Perry 0 .0%
</TABLE>
Page 6 of 23 Pages
<PAGE> 7
ITEM 5. CONTINUED.
(c) Transactions within the past 60 days of reporting date by
reporting person:
None
FOOTNOTES
(1) Aggregate number and percentage of shares beneficially owned
by the reporting group include Robert M. Hearin Support
Foundation 1,436,441, 4.1%; and Robert M. Hearin Foundation
191,964,.6%; Capitol Street Corporation 2,041,533, 5.8%; Bay
Street Corporation 136,500,.4%; Mississippi Valley Gas Co.
Pension Plan 254,427,.7%.
(2) Voting and dispositive powers shared with Board of Directors
of Capitol Street Corporation for 2,041,531 shares; with Board
of Directors of Bay Street Corporation for 136,500 shares
Board of Directors of Mississippi Valley Gas Co. for 259,427
shares and with Trustees of Robert M. Hearin Foundation for
191,964 shares (see Schedule 13D on Capitol Street Corporation
and the Robert M. Hearin Foundation filed herewith).
(3) Shares beneficially owned by Robert M. Hearin, Jr. include
shares jointly owned with spouse Zetta M. Hearin 15,072; as
custodian for minor children 6,000 (in retirement plans of
which he or spouse are beneficiaries 8,300).
(4) Shares beneficially owned by Matthew L. Holleman, III include
shares owned by spouse Sandra S. Holleman 670; shares owned
as custodian for children 100.
(5) Shares beneficially owned by E.E. Laird, Jr. include shares
owned by spouse Frances W. Laird 4,800.
(6) Shares beneficially owned by Laurie Hearin McRee include
shares owned jointly with spouse Michael McRee 18,270; shares
owned by spouse 133,692; shares owned by corporation 100%
owned by spouse 62,370; one-half of shares owned by spouse and
spouse's brother 3,656; spouse's retirement plan 1,800; as
custodian for minor child 2,001.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no understandings, contracts, arrangements or relationships
of the types described in the instructions to this Item 6 that have
been made by the reporting person.
Page 7 of 23 Pages
<PAGE> 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Copy of Order Closing Estate attached as Exhibit "A".
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
January 31, 1996
-----------------------------
DATE
ROBERT M. HEARIN SUPPORT FOUNDATION
BY: /s/ ROBERT M. HEARIN, JR.
-----------------------------
ROBERT M. HEARIN, JR., TRUSTEE
BY: /s/ MATTHEW L. HOLLEMAN, III
-----------------------------
MATTHEW L. HOLLEMAN, III, TRUSTEE
BY: /s/ DAISY S. BLACKWELL
-----------------------------
DAISY S. BLACKWELL, TRUSTEE
BY: /s/ E.E. LAIRD, JR.
-----------------------------
E.E. LAIRD, JR., TRUSTEE
BY: /s/ LAURIE HEARIN McREE
-----------------------------
LAURIE HEARIN McREE, TRUSTEE
BY: /s/ ALAN W. PERRY
-----------------------------
ALAN W. PERRY, TRUSTEE
Page 8 of 23 Pages
<PAGE> 9
[SEAL]
ALICE JAMES, CHANCERY CLERK
By /s/ ALICE JAMES
-------------------------------
CHANCERY CLERK
EXHIBIT A
IN THE CHANCERY COURT OF THE FIRST JUDICIAL DISTRICT
OF HINDS COUNTY, MISSISSIPPI
IN THE MATTER OF THE ESTATE OF
ROBERT M. HEARIN, DECEASED CAUSE NO. P-9294R-1
ORDER ACCEPTING REPORT OF CO-EXECUTORS
--------------------------------------
This matter coming on Report of Co-Executors of the Estate of
Robert M. Hearin in accord with order of this court dated September 22, 1995,
and the court finds as follows:
1.
Petitioners have established the Robert M. Hearin Support Foundation
naming Robert M. Hearin, Jr., Matthew L. Holleman, III, Daisy S. Blackwell,
E.E. Laird, Jr., Laurie H. McRee, and Alan W. Perry as Trustees in the form
authorized in said order and have mailed a copy of said agreement to the
attorney general and to the organizations named therein in accordance with said
order.
2.
In accord with the previous order the Trustees of the Robert M. Hearin
Support Foundation have filed appropriate request with the Internal Revenue
Service for approval of the Foundation under Section 509(a)(3) of the Internal
Revenue Code and have filed with the court a copy of the determination letter
of Internal Revenue Service dated December 4, 1995 approving said application.
3.
Petitioners now are prepared to distribute the assets remaining in the
estate to the Robert M. Hearin Support Foundation in accordance with said
order.
<PAGE> 10
4.
All necessary parties were before this court for purposes of closing
the estate and discharging Executor as determined by the court in its order of
April 6, 1994 wherein the beneficiaries entered their appearance therein for
all purposes. The court modified said order by delaying distribution of the
remaining assets of the estate and by order of September 22, 1995 construed the
Will and Codicils of Robert M. Hearin pursuant to the Doctrine of Equitable
Approximation to provide that the Robert M. Hearin Support Foundation shall be
the recipient of all assets now in the estate which would otherwise be
distributed to the existing Robert M. Hearin Foundation, not effecting bequests
to any other beneficiary. The court finds that all necessary parties are before
the court and the estate is now ready for closing and final distribution of
assets.
5.
Petitioners are advised that by reason of the fact that the decedent
owned or controlled sufficient voting stock of Perry County Bank, that the
Robert M. Hearin Support Foundation could be considered a Bank Holding Company
pursuant to the provisions of Federal Banking Regulations. In order to avoid
such a classification, Petitioners are seeking to dispose the stock of Perry
County Bank and anticipate that such a disposition will be accomplished within
the next several months. The court finds that Petitioners should be authorized
to retain the shares of stock of Perry County Bank in the estate for an
additional six month period, within which to negotiate a disposition thereof.
IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Report of
Co-Executors is received; that Petitioners are authorized to distribute the
remaining assets of the
2
<PAGE> 11
estate to the Robert M. Hearin Support Foundation with the exception of the
shares of Perry County Bank, which said shares shall be retained in the estate
for a period of six months within which the Co-Executors shall seek the
disposition thereof; that upon filing of proper receipts for said assets,
Petitioners are discharged of their duties as Co-Executors in accordance with
the order closing the estate dated April 6, 1994 as modified by Order
Establishing Support Foundation dated September 22, 1995.
SO ORDERED this the 29th day of December 1995.
---- -------- --
Signed STUART ROBINSON
-----------------------------
CHANCELLOR
PREPARED BY:
/s/ E. E. LAIRD, JR.
- ---------------------------
E.E. LAIRD, JR. - BAR # 1773
DANIEL COKER HORTON AND BELL, P.A.
111 EAST CAPITOL ST., SUITE 600
POST OFFICE BOX 1084
JACKSON, MISSISSIPPI 39215-1084
(601) 969-7607
3
<PAGE> 12
SCHEDULE 13D
CUSIP NO. 898402-10-2 PAGE 9 OF 23 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capitol Street Corporation
EIN 64.0518232
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,041,533
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,041,533
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,041,533
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 13
SCHEDULE 13D, JANUARY 31, 1996
ISSUER: TRUSTMARK CORPORATION
REPORTING PERSONS: CAPITOL STREET CORPORATION
ITEM 1. SECURITY AND ISSUER.
Title of Class: Common stock, No par value
Issuer: Trustmark Corporation
248 East Capitol Street
Jackson, Mississippi 39201
Principal Executive: Frank R. Day
ITEM 2. IDENTITY AND BACKGROUND.
Neither the reporting person nor the persons listed below in answer to
this item have been convicted in a criminal proceeding in the past
five years. None have been a party to a civil proceeding resulting in
judgment, decree or final order enjoining future violations of or
prohibiting or mandating activities subject to federal or state
securities laws or finding any violations with respect to such laws.
All natural persons are U.S. citizens.
(A) Name of Reporting Person: Capitol Street Corporation
Place of Organization: Mississippi
Principal Business: The Company is a holding company
with assets in various financial
institutions and related assets.
Address of Principal Office: 711 West Capitol Street
Jackson, Mississippi 39202
(B) Natural persons who are directors and executive officers of
reporting person:
(1) Matthew L. Holleman, III
Post Office Box 3348
Jackson, Mississippi 39207
President and Director of Reporting Person
(2) W.H. Holman, Jr.
Post Office Box 3409
Jackson, Mississippi 39207
Director of Reporting Person
Chairman, Jitney Jungle Stores of America, Inc.,
retail grocery chain
Page 10 of 23 Pages
<PAGE> 14
ITEM 2. CONTINUED.
(3) Dr. J. Harvey Johnston, Jr.
1510 Douglas Drive
Jackson, Mississippi 39211
Director of Reporting Person
Retired Surgeon
(4) Roger G. McGrath, III
Post Office Box 13609
Jackson, Mississippi 39236
Director of Reporting Person
President and Chief Executive Officer, Southland Oil
Company; refiner of crude oil and distributor of
petroleum products
(5) J.K. Tharpe
940 Trustmark Building
248 East Capitol Street
Jackson, Mississippi 39201
Director of Reporting Person
Insurance Agent
(6) Daisy S. Blackwell
711 West Capitol Street
Jackson, Mississippi 39202
Secretary of Reporting Person
(7) Dan M. Swain, Jr.
3650 Bay Street
Jackson, Mississippi 39203
Vice President and Treasurer of Reporting Person
(C) Control persons of reporting person:
Galaxie Corporation, 711 West Capitol Street, Jackson, Mississippi,
owns 100% of the common stock of the reporting person.
Executive officers and directors of Galaxie Corporation are:
(1) Edmund R. Butler
5835 Baxter Drive, Jackson, Mississippi 39211
Director of Galaxie Corporation
Page 11 of 23 Pages
<PAGE> 15
ITEM 2. CONTINUED.
(2) Daisy S. Blackwell
711 West Capitol Street, Jackson, Mississippi
Secretary and Assistant Treasurer of Galaxie Corporation
(3) Matthew L. Holleman, III
711 West Capitol Street, Jackson, Mississippi
President, Director of Galaxie Corporation
(4) Dan M. Swain, Jr.
3650 Bay Street, Jackson, Mississippi
Vice President & Treasurer of Galaxie Corporation
(5) Jack R. Lee
Post Office Box 7499
Jackson, Mississippi 39282
Director
(6) Roger Oresman
1 Chase Manhattan Place
New York, New York 10005
Director
(7) Roger G. McGrath, III
Southland Oil Company
Post Office Box 13609
Jackson, Mississippi 39236
Director
(8) Robert M. Hearin
338 Baronne, Ste. 200
New Orleans, LA 70112
Director
Page 12 of 23 Pages
<PAGE> 16
ITEM 2. CONTINUED.
Beneficial owners of 5% or more of the common stock of Galaxie Corporation are
as follows:
Name Percentage of Ownership
---- -----------------------
Eloise Else Marital Trust
U/W Charles W. Else 15.83%
Robert M. Hearin Support Foundation 2.09% (plus Bay Street)
Leon Hess 11.55% (plus Bay Street)
Robert M. Hearin, Jr. 6.34%
Annie Laurie Hearin McRee 6.34%
Bay Street Corporation 33.44%
Trustmark National Bank Trustee Millsaps College 10.70%
Bay Street Corporation is located at 3650 Bay Street in Jackson,
Mississippi, and is in the automotive parts business. Robert M. Hearin
Support Foundation, and Leon Hess are the beneficial owners of all of the
outstanding stock of H-H Corp. which owns 100% of Bay Street Corporation.
Leon Hess is Chairman of the Executive Committee of Amerada Hess Corp.,
1185 Avenue of the Americas, New York, New York, an integrated oil
company. The Eloise Else Marital Trust, Robert M. Hearin Support
Foundation, and Leon Hess may be deemed principal owners and control
persons of the common stock of the reporting person owned by Galaxie
Corporation. Robert M. Hearin, Jr. resides at 6110 Marquette Street, New
Orleans, Louisiana; he is a practicing attorney and is the son of Robert
M. Hearin. Annie Laurie Hearin McRee resides at 1611 Devine Street,
Jackson, Mississippi; she is a housewife and is the daughter of Robert M.
Hearin. The Co-Trustees of the Robert M. Hearin Support Foundation are
Robert M. Hearin, Jr., Matthew L. Holleman, III, Daisy S. Blackwell, E.E.
Laird, Jr., Annie Laurie Hearin McRee, and Alan W. Perry (see Schedule
13D for Robert M. Hearin Support Foundation filed herewith).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No purchases of Issuer's stock have been made since the date of the last
report filed December 17, 1990.
Page 13 of 23 Pages
<PAGE> 17
ITEM 4. PURPOSE OF TRANSACTIONS.
This report is filed in conjunction with the report filed herewith by
the Robert M. Hearin Support Foundation. No transactions are reported
by reporting person.
With respect to the reporting person:
(a) no additional acquisition of Issuer's securities is presently
contemplated nor is any disposition of Issuer's securities
anticipated; however, additional shares of Issuer's securities
may be acquired in the future and/or a disposition of Issuer's
shares owned by the reporting person may occur at some future
date:
(b) no extraordinary corporate transaction, merger,
reorganization, or liquidation involving the Issuer or any of
its subsidiaries is presently contemplated;
(c) no sale or transfer of a material amount of the assets of the
Issuer or its subsidiaries is presently contemplated;
(d) there are no plans to propose a change in the present Board of
Directors or Management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Board;
(e) there are no plans to materially change the capitalization or
dividend policy of the Issuer;
(f) there are no plans to make or propose any other material
change in the Issuer's business or corporate structure;
(g) there are no plans to change Issuer's By-laws or take any
action which may impede the acquisition of control of the
Issuer by any person;
(h) there are no plans to cause any class of securities of the
Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities
association;
(i) there are no plans to make a class of equity securities of the
Issuer become eligible for termination of registration
pursuant to Section 12 (g)(4) of the Act; and
(j) there are no plans or acts contemplated which are similar to
those enumerate above.
-END OF PAGE-
Page 14 of 23 Pages
<PAGE> 18
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a),(b) Beneficial ownership as of January, 1996 by person named in Item 2:
<TABLE>
<CAPTION>
Number of Issuer's Percentage of Issuer's
Shares Shares
Beneficially Owned Beneficially Owned
------------------- -------------------
Sole Shared Sole Shared
Voting & Voting & Voting & Voting &
Person Names Dispositive Dispositive Dispositive Dispositive
In Item 2 Power Power Power Power
--------- ----- ----- ----- -----
<S> <C> <C> <C> <C>
Capitol Street
Corporation 2,041,533(1) 5.8%
Bay Street Corporation 136,500(2) .4%
Galaxie Corporation 0 2,041,533(3) .0%
Robert M. Hearin
Support Foundation 1,436,44l 2,624,424(4)(5) 4.1% 7.5%
The Robert M. Hearin
Foundation 191,964 .6%
Eloise Else Marital Trust 90,000 .3%
Matthew L. Holleman, II 19,332(7) .1%
W.H. Holman, Jr. 0 .0%
Dr. J. Harvey Johnston, Jr. 816 .0%
Roger G. McGrath, III 1,527 .0%
J. K. Tharpe 64,361 .1%
Dan M. Swain, Jr. 0 .0%
Daisy S. Blackwell 15,036 .0%
Leon Hess 99,384 .3%
Robert M. Hearin, Jr. 29,372(6) .1%
Annie Laurie Hearin McRee 243,701(9) .7%
Edmund R. Butler 0 .1%
E.E. Laird, Jr. 35,049(8) .1%
Roger Oresman 4,200(10) .0%
Jack R. Lee 12,254 12,254(11) .0% 0%
Alan W. Perry 0
</TABLE>
(1) Shares of Issuer owned by Capitol Street Corporation are also
included in the total shares beneficially owned by the Robert M.
Hearin Support Foundation. Shared voting and dispositive power is
vested in the members of the Board of Directors of Capitol Street
Corporation.
Page 15 of 23 Pages
<PAGE> 19
ITEM 5. CONTINUED.
(2) Shares of Issuer owned by Bay Street Corporation are also included in
the total shares beneficially owned by the Robert M. Hearin Support
Foundation. Shared voting and dispositive power is vested in the
members of the Board of Directors of Bay Street Corporation.
(3) Indirect ownership of Issuer's common shares includes shares owned by
Capitol Street Corporation.
(4) Aggregate number and percentage of shares beneficially owned by the
reporting group include Robert M. Hearin Support Foundation
1,436,441, 4.1%; and Robert M. Hearin Foundation 191,964,.6%; Capitol
Street Corporation 2,041,533, 5.8%; Bay Street Corporation
136,500,.4%; Miss. Valley Gas Co. Pension Plan 254,427,.7%.
(5) Voting and dispositive powers shared with Board of Directors of
Capitol Street Corporation for 2,041,531 shares; with Board of
Directors of Bay Street Corporation for 136,500 shares Board of
Directors Mississippi Valley Gas Co. for 254,427 shares and with
Trustees of Robert M. Hearin Foundation for 191,964 shares (see
Schedule 13D on Capitol Street Corporation and the Robert M. Hearin
Foundation filed herewith).
(6) Shares beneficially owned by Robert M. Hearin, Jr. include shares
jointly owned with spouse Zetta M. Hearin 15,072; as custodian for
minor children 6,000 (in retirement plans of which he or spouse are
beneficiaries 8,300).
(7) Shares beneficially owned by Matthew L. Holleman, III include shares
owned by spouse Sandra S. Holleman 670; shares owned as custodian for
children 100.
(8) Shares beneficially owned by E.E. Laird, Jr. include shares owned by
spouse Frances W. Laird 4,800.
(9) Shares beneficially owned by Laurie Hearin McRee include shares owned
jointly with spouse Michael McRee 18,270; shares owned by spouse
133,692; shares owned by corporation 100% owned by spouse 62,370;
one-half of shares owned by spouse and spouse's brother 3,656;
spouse's retirement plan 1,800; as custodian for minor child 2,001.
(10) Shares beneficially owned by Roger Oresman include 2,700 shares owned
by spouse Janice C. Oresman.
Page 16 of 23 Pages
<PAGE> 20
ITEM 5. CONTINUED.
(11) Shares beneficially owned by Jack R. Lee include 3,000 shares owned
by American Federated Insurance and 9,254 shares owned by American
Federated Life Insurance. Mr. Lee is the chief executive officer of
both companies. Shared voting and dispositive power is vested in the
Boards of Directors of the Corporations.
(c) Transactions within the past 60 days prior to reporting date by
reporting persons:
None
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no understandings, contracts, arrangements or relationships
of the types described in the instructions to this Item 6 that are
known to have been made by any persons named in Item 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 31, 1996
---------------------------------
DATE
CAPITOL STREET CORPORATION
BY: /s/ DAISY S. BLACKWELL
------------------------
Signature
/s/ DAISY S. BLACKWELL, SECRETARY
---------------------------------
Name/Title
Page 17 of 23 Pages
<PAGE> 21
13D
CUSIP NO. 898402-10-2 PAGE 18 OF 23 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Robert M. Hearin Foundation
EIN 64-6027443
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 191,964
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 191,964
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,964
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 22
SCHEDULE 13D, JANUARY 31, 1996
ISSUER: TRUSTMARK CORPORATION
REPORTING PERSONS: THE ROBERT M. HEARIN FOUNDATION
ITEM 1. SECURITY AND ISSUER.
Title of Class: Common stock, No par value
Issuer: Trustmark Corporation
248 East Capitol Street
Jackson, Mississippi 39201
Principal Executive: Frank R. Day
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of Reporting Persons:
The Robert M. Hearin Foundation
(b) Business Address:
711 West Capitol Street
Jackson, Mississippi 39203
(c) Present principal occupation, employer name, address, and
principal business:
Private Foundation, organized and operated
exclusively for charitable or educational purposes
exempt from Federal Income Tax under Section 501(a)
as an organization described in Section 501(c)(3).
Trustees of The Robert M. Hearin Foundation, principal
occupation, employer name, address, and principal business:
Robert M. Hearin, Jr.
Lawyer
338 Baronne, Suite 200
New Orleans, LA 70112
Matthew L. Holleman, III
President
Mississippi Valley Gas Company
Post Office Box 3348
Jackson, Mississippi 39207
Local Gas Distributor
Page 19 of 23 Pages
<PAGE> 23
ITEM 2. CONTINUED.
Daisy S. Blackwell
Secretary
Capitol Street Corporation
Post Office Box 3348
Jackson, Mississippi 39207
Holding Company
E.E. Laird, Jr.
Lawyer
Daniel, Coker, Horton & Bell, P.A.
111 East Capitol Street, Ste. 600
Jackson, Mississippi 39201
Laurie Hearin McRee
Housewife
1611 Devine Street
Jackson, Mississippi 39202
Alan W. Perry
Lawyer
Forman, Perry, Watkins & Krutz
188 East Capitol Street, 12th Fl.
Post Office Box 22608
Jackson, Mississippi 39225-2608
(d) None of the reporting persons have, during the last five
years, been convicted in a criminal proceeding.
(e) None of the reporting persons have, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of confident jurisdiction resulting in a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
(f) All of the reporting persons are U.S. citizens.
Page 20 of 23 Pages
<PAGE> 24
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting person is the residuary beneficiary under the Will of
Annie Laurie Swaim Hearin, Deceased who died November 27, 1990 and whose estate
was closed and assets ordered distributed by order of the Chancery Court of the
First Judicial District of Hinds County, Jackson, Mississippi on January 10,
1996. 100,932 shares of issuer stock were not yet transferred to reporting
person on January 31, 1996.
ITEM 4. PURPOSE OF TRANSACTION.
This report is filed in conjunction with the report filed by the
Robert M. Hearin Support Foundation and to report the change in the
beneficial ownership of the shares of issuer as a result of the
closing of the estate of Annie Laurie Swaim Hearin and the
distribution pursuant thereto.
With respect to the reporting persons:
(a) no additional acquisition of Issuer's securities is presently
contemplated nor is any disposition of Issuer's securities
anticipated; however, additional shares of Issuer's securities
may be acquired in the future and/or a disposition of Issuer's
shares owned by the reporting person may occur at some future
date;
(b) no extraordinary corporate transaction, merger,
reorganization, or liquidation involving the Issuer or any of
its subsidiaries is presently contemplated;
(c) no sale or transfer of a material amount of the assets of the
Issuer or its subsidiaries is presently contemplated;
(d) there are no plans to propose a change in the present Board of
Directors or Management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Board;
(e) there are no plans to materially change the capitalization or
dividend policy of the Issuer;
(f) there are no plans to make or propose any other material
change in the Issuer's business or corporate structure;
(g) there are no plans to change Issuer's By-laws or take any
action which may impede the acquisition of control of the
Issuer by any person;
(h) there are no plans to cause any class of securities of the
Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities
association;
Page 21 of 23 Pages
<PAGE> 25
ITEM 4. CONTINUED.
(i) there are no plans to make a class of equity securities of the
Issuer become eligible for termination of registration
pursuant to Section 12 (g)(4) of the Act; and
(j) there are no plans or acts contemplated which are similar to
those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate number and percentage of securities of Issuer
beneficially owned by reporting persons as a group as of
reporting date:
191,964 shares; 0.55%
(b) See ITEM 5 of 13D of Capitol Street Corporation and the Robert
M. Hearin Support Foundation filed herewith for holdings of
related parties.
(c) Transactions within the past 60 days prior to January 31, 1996
by reporting person:
None
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no understandings, contracts, arrangements or relationships
of the types described in the instructions to this Item 6 that have
been made by the reporting person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Copy of Order Closing Estate attached as Exhibit "A".
Page 22 of 23 Pages
<PAGE> 26
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
January 31, 1996
-------------------------------------
DATE
THE ROBERT M. HEARIN FOUNDATION
BY: /s/ ROBERT M. HEARIN JR.
----------------------------------
ROBERT M. HEARIN, JR., TRUSTEE
BY: /s/ MATTHEW L. HOLLEMAN, III
----------------------------------
MATTHEW L. HOLLEMAN, III, TRUSTEE
BY: /s/ DAISY S. BLACKWELL
----------------------------------
DAISY S. BLACKWELL, TRUSTEE
BY: /s/ E.E. LAIRD, JR.
----------------------------------
E.E. LAIRD, JR., TRUSTEE
BY: /s/ LAURIE HEARIN McREE
----------------------------------
LAURIE HEARIN McREE, TRUSTEE
BY: /s/ ALAN W. PERRY
----------------------------------
ALAN W.PERRY,TRUSTEE
Page 23 of 23 Pages
<PAGE> 27
[SEAL]
ATTEST A TRUE COPY
Alice James, Chancery Clerk
By /s/ ALICE JAMES D.C.
--------------------------
EXHIBIT A
IN THE CHANCERY COURT OF THE FIRST JUDICIAL DISTRICT
OF HINDS COUNTY, MISSISSIPPI
RE: IN THE MATTER OF THE ESTATE OF
ANNIE LAURIE SWAIM HEARIN, DECEASED
NO. P-9813 O/3
ORDER CLOSING ESTATE
AND DISCHARGING EXECUTOR
THIS DAY this cause came on for hearing the sworn petition of
Trustmark National Bank, duly qualified and acting Executor of the Estate of
Annie Laurie Swaim Hearin, deceased, to approve distribution of the remaining
assets in the estate, to close the estate, and to discharge the Executor, and
the Court, having considered the petition and being fully informed in the
premises, finds as follows:
1. The decedent, Annie Laurie Swaim Hearin, died testate on or
before November 27, 1990. On July 24, 1991, this Court entered its Order
admitting the Last Will and Testament of Annie Laurie Swaim Hearin to probate
and granting Letters Testamentary to Trustmark National Bank, Jackson,
Mississippi.
2. The decedent left surviving the following persons: her
husband, Robert M. Hearin, who subsequently died on November 28, 1990; her
adult son, Robert M. Hearin, Jr.; and her adult daughter, Annie Laurie Hearin
McRee.
3. Parties interested in this estate are:
A. Robert M. Hearin, Jr. and Annie Laurie Hearin McRee
as beneficiaries of a bequest of tangible personal
property under Article Third of the Last Will and
<PAGE> 28
Testament of Robert M. Hearin whose estate has been
administered and closed by Order of this Court dated
April 6, 1994;
B. Trustmark National Bank, Jackson, Mississippi, as
Trustee of the Share A Trust established by Article
Fourth of the decedent's Last Will and Testament; and
C. The Robert M. Hearin Foundation, Jackson,
Mississippi.
All of the interested parties have executed waivers of process, joined
in the petition and agreed to be heard at any time.
4. The Executor has made diligent efforts to identify and notify
all known creditors of the estate that their claims must be filed within ninety
(90) days as provided by Section 91-7-145 of the Mississippi Code of 1972 as
amended, or their claim will be barred. An affidavit of the Executor to that
effect has been filed in this cause. Notice to Creditors has been published for
three consecutive weeks as required by law, on July 30, 1991, August 6, 1991,
and August 13, 1991, in a newspaper published in and having general circulation
in Hinds County, Mississippi. Proof of publication has been filed.
5. The time for probating claims has expired. No claims have been
filed.
6. A Mississippi estate tax return has been filed for the estate,
and a copy of the Mississippi State Tax Commission's final closing letter dated
March 15, 1994 was presented to the Court. A federal estate tax return has been
filed for the estate, and a copy
-2-
<PAGE> 29
of the Internal Revenue Service's final closing letter dated March 5, 1994 was
presented to the Court. Final federal and Mississippi income tax returns for
the decedent have been filed. A final fiduciary income tax return will be
filed upon closing of the estate.
7. The Executor has properly collected all assets and income of
the Estate of Annie Laurie Swaim Hearin, deceased, and this estate has been
properly and fully administered.
8. The decedent's Last Will and Testament waived appraisal,
accountings, and inventory. All interested parties have likewise waived
appraisal, accountings, and inventory.
9. The Executor is hereby authorized to distribute all assets
remaining in the estate after payment of attorney's fees, executor's fees,
court costs and administrative expenses.
10. Pursuant to Order of this Court dated August 22, 1991, the
Executor distributed $1,000,000 to Trustmark National Bank as Trustee to fund
in full the Share A Trust established under Article Fourth of the decedent's
Last Will and Testament. This distribution has been made, and the Share A Trust
has been fully funded in accordance with this Court's Order.
11. Pursuant to the terms of the Last Will and Testament, the
remaining assets of the Estate are to be distributed as follows:
A. In accordance with Article Second of the decedent's
Last Will and Testament, the decedent's tangible
personal property as defined in her Will is to be
distributed to her husband, Robert M. Hearin, who
died after the decedent. This tangible personal
-3-
<PAGE> 30
property has been delivered to the Executors of the
Estate of Robert M. Hearin who made distribution to
Robert M. Hearin, Jr., and Annie Laurie Hearin McRee
pursuant to Article Third of the Last Will and
Testament of Robert M. Hearin whose estate has been
closed pursuant to Order of this Court dated April 6,
1994.
B. Pursuant to Article Fourth, paragraph B and paragraph
E, all of the remaining assets in the estate,
including all property real, personal and mixed, and
all oil, gas and mineral interests of the decedent,
are to be transferred, conveyed and paid over to The
Robert M. Hearin Foundation.
12. The Court hereby approves the amount of the commission to be
paid to the Petitioner, Trustmark National Bank, for services rendered to the
estate as Executor. Trustmark National Bank has administered the assets of the
estate, consulted with beneficiaries, legal counsel and tax counsel, and taken
such other actions as deemed advisable for the proper administration of the
estate. By Order dated December 23, 1992, Petitioner as Executor was given
authority to pay $13,800.00 for fees and expenses from March, 1991 through
September, 1992. By Order dated December 14, 1994, Petitioner as Executor was
given authority to pay Trustmark National Bank $9,200.00 for fees and expenses
for the period of October, 1992 through May, 1994. The Executor is hereby
authorized to disburse to Trustmark National Bank the sum of $1,485.00 which
amount is in accordance with an agreement reached between Trustmark
-4-
<PAGE> 31
National Bank and Robert M. Hearin, Jr. and Annie Laurie Hearin McRee in final
payment for its services rendered.
13. Brunini, Grantham, Grower & Hewes has rendered legal services
to the estate. This Court by Order dated December 12, 1992, granted
authority to the Executor to pay the law firm the sum of $6,700.04. By Order
dated December 14, 1994, this Court granted authority to the Executor to pay
the law firm the sum of $1,912.50. A summary of the firm's services and
expenses rendered from' December, 1994 though October, 1995 concerning this
matter was presented to the Court. The total of fees and expenses for this
period is $407.50 which the Executor has agreed to pay to Brunini, Grantham,
Grower & Hewes in full payment for services rendered. The Executor is hereby
authorized to disburse $407.50 to the law firm in full satisfaction for its
services rendered.
14. Upon payment of fees, court costs, and administrative
expenses and distribution of assets of the estate as provided by the Last Will
and Testament of Annie Laurie Swaim Hearin and as set forth in paragraph 11 of
this Order, this estate is closed and Trustmark National Bank is discharged as
Executor.
IT IS THEREFORE, ORDERED, ADJUDGED AND DECREED THAT the
Petition of Trustmark National Bank as Executor is received and filed, all
accounting and reporting to the Court being waived by all interested parties of
the estate and by the Last Will and Testament of the decedent;
The Court hereby approves the following fees and expenses of
administration and authorizes the Executor to make payment of
-5-
<PAGE> 32
executor's fees of $1,485.00 to Trustmark National Bank and of attorney's fees
of $407.50 to the firm of Brunini, Grantham, Grower & Hewes;
All remaining assets of the estate, including all oil, gas and mineral
interests owned by the decedent at her death, are to be distributed, assigned,
transferred and conveyed to The Robert M. Hearin Foundation; and any payments
or income attributable to said oil, gas and mineral interests shall be made
payable directly to The Robert M. Hearin Foundation;
Upon the payment of fees, expenses and court costs and distribution of
all assets of the estate, this estate shall be finally closed and the Executor
shall be discharged.
SO ORDERED, ADJUDGED AND DECREED this the 10th day of January, 1996.
<TABLE>
<S> <C>
Signed STUART ROBINSON
----------------------
CHANCELLOR
- ---------------------------------------
HOLMES S. ADAMS
STATE BAR NO. 1126
BRUNINI, GRANTHAM, GROWER & HEWES, PLLC
1400 Trustmark Building
Post Office Drawer 119
Jackson, MS 39205-0119
Telephone: (601) 948-3101
</TABLE>
-6-
<PAGE> 33
ATTACHMENT 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
FIRST CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $5 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
319414 108
-----------------------------------
(CUSIP Number)
Mr. Frank R. Day, Chairman of the Board and Chief Executive Officer,
First Capital Corporation, 248 E. Capitol Street, Jackson, MS 39201
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 1984
-----------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages(s))
Page 1 of 5 Pages
<PAGE> 34
SCHEDULE 13D
CUSIP NO. 319414 108 PAGE 2 OF 5 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert M. Hearin
Social Security # ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 126,717
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 126,717
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,717
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 35
SCHEDULE 13 D, SEPTEMBER 29, 1984
ISSUER: FIRST CAPITAL CORPORATION
REPORTING PERSON: ROBERT M. HEARIN
ITEM 1. SECURITY AND ISSUER.
Title of Class: Common stock, $5 par value
Issuer: First Capital Corporation
248 East Capitol Street
Jackson, Mississippi 39201
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of Reporting Person:
Robert M. Hearin
(b) Business address:
3650 Bay Street
Jackson, MS 39205
(c) Present occupation and employer name, address and principal
business:
Chairman of the Board and President
Yazoo Manufacturing Company
3650 Bay Street, Jackson, MS
The Company is engaged in the manufacture and sale of
lawn mowers and related equipment.
(d) The reporting person has not, during the last five years, been
convicted in a criminal proceeding.
(e) The reporting person has not, during the last five years, been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment, decree
or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f) The reporting person is a U.S. Citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The transactions causing the reporting person to exceed 5% ownership
of Issuer's common stock arose from Issuer's merger of its banking
subsidiary with two banks in which reporting person owned common
stock. The merger, which was effective September 29, 1984, resulted in
the reporting person receiving 43,493 shares of Issuer's common stock
in exchange for his common stock in the two merged banks.
-3-
<PAGE> 36
ITEM 3. CONTINUED.
Prior to the above described merger, the reporting person owned 83,224
shares of Issuer's common stock which he purchased with personal
funds, or acquired by stock dividend, in many investment transactions
over more than a 20-year period.
ITEM 4. PURPOSE OF TRANSACTION.
The reporting person received 43,493 shares of Issuer's common stock
as the result of Issuer's merger transaction with two other banks.
With respect to the reporting person:
(a) no additional acquisition of Issuer's securities is presently
contemplated nor is any disposition of Issuer's securities
anticipated; however, additional shares of Issuer's securities
may be acquired in the future and/or a disposition of Issuer's
shares owned by the reporting person may occur at some future
date;
(b) no extraordinary corporate transaction, merger,
reorganization, or liquidation involving the Issuer or any of
its subsidiaries is presently contemplated;
(c) no sale or transfer of a material amount of the assets of the
Issuer or its subsidiaries is presently contemplated;
(d) there are no plans to propose a change in the present Board of
Directors or Management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Board;
(e) there are no plans to materially change the capitalization or
dividend policy of the Issuer;
(f) there are no plans to make or propose any other material
change in the Issuer's business or corporate structure;
(g) there are no plans to change Issuer's By-laws or take any
action which may impede the acquisition of control of the
Issuer by any person;
(h) there are no plans to cause any class of securities of the
Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) there are no plans to make a class of equity securities of the
Issuer become eligible for termination of registration
pursuant to Section 12 (g)(4) of the Act; and
(j) there are no plans or acts contemplated which are similar to
those enumerated above.
-4-
<PAGE> 37
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Beneficial ownership September 29, 1984 of reporting person:
126,717(l) shares (5.82%) with sole voting and dispositive power
0 shares (0%) with shared voting and dispositive power.
Transactions within the past 60 days prior to September 29, 1984 by
reporting person:
43,493 shares were received September 29, 1984 in a merger
transaction in exchange for shares of Merchants and Planters
Bank of Hazlehurst, Mississippi and State Guaranty Bank of
Magee, Mississippi. In the merger, former shareholders of
Merchants and Planters received 12.361 shares of Issuer's
common stock in exchange for each share of Merchants and
Planters common stock they owned. State Guaranty shareholders
received 7.845 shares of Issuer's common stock in exchange for
State Guaranty's common stock they owned.
(1) Shares reported as beneficially owned by Mr. Hearin do not
include 123,139 shares (5.65%) of Issuer's common stock owned,
with sole voting and dispositive power, by Lamar Life
Corporation and its wholly-owned subsidiary. Although Mr.
Hearin is a Director and, indirectly, a significant
shareholder of Lamar Life Corporation, he does not claim
beneficial ownership of Issuer's shares owned by that Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no understandings, contracts, arrangements or relationships
of the types described in the instructions to this Item 6. that have
been made by the reporting person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 5, 1984
----------------------------------
Date
/s/ Robert M. Hearin
----------------------------------
Signature
ROBERT M. HEARIN, REPORTING PERSON
----------------------------------
Name/Title
-5-
<PAGE> 38
ATTACHMENT 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
FIRST CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, No par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
319414 108
-----------------------------------
(CUSIP Number)
Mr. Frank R. Day, Chairman of the Board and Chief Executive Officer,
First Capital Corporation, 248 East Capitol Street, Jackson, Mississippi 39201,
Tel (601) 354-5869
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 9, 1989
-----------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 13
<PAGE> 39
SCHEDULE 13D
CUSIP NO. 319414 108 PAGE 2 OF 13 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert M. Hearin
SSAN: ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 621,186
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
608,111
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 621,186
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
608,111
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,229,297
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 40
SCHEDULE 13D, MAY 9, 1989
ISSUER: FIRST CAPITAL CORPORATION
REPORTING PERSON: ROBERT M. HEARIN
ITEM 1. SECURITY AND ISSUER.
Title of Class: Common stock, No par value
Issuer: First Capital Corporation
248 East Capitol Street
Jackson, Mississippi 39201
Principal Executive: Frank R. Day
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of Reporting Person:
Robert M. Hearin
(b) Business Address:
711 West Capitol Street
Jackson, Mississippi 39203
(c) Present principal occupation, employer name, address, and
principal business:
President and Chief Executive Officer
Mississippi Valley Gas Company
711 West Capitol Street
Jackson, Mississippi 39203.
The Company is engaged in the distribution and sale
of natural gas to the public.
(d) The reporting person has not, during the last five years, been
convicted in a criminal proceeding.
(e) The reporting person has not, during the last five years, been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment, decree
or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f) The reporting person is a U.S. Citizen.
Page 3 of 13
<PAGE> 41
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since the last Schedule 13D filed on the Issuer as of September 29,
1984, the reporting person used his personal funds and the working
capital of controlled corporations to purchase an additional 64,283
shares of the Issuer's common stock for $1,523,480.50. None of the
purchases were made with borrowed funds. Other securities of Issuer
received by the reporting person since the last reporting date were
received in exchange for shares of banks merged with Issuer's banking
subsidiary.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the purchase transactions reported herein was to
acquire Issuer's common stock for investment purposes.
With respect to the reporting person:
(a) no additional acquisition of Issuer's securities is presently
contemplated nor is any disposition of Issuer's securities
anticipated; however, additional shares of Issuer's securities
may be acquired in the future and/or a disposition of Issuer's
shares owned by the reporting person may occur at some future
date;
(b) no extraordinary corporate transaction, merger,
reorganization, or liquidation involving the Issuer or any of
its subsidiaries is presently contemplated;
(c) no sale or transfer of a material amount of the assets of the
Issuer or its subsidiaries is presently contemplated;
(d) there are no plans to propose a change in the present Board of
Directors or Management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Board;
(e) there are no plans to materially change the capitalization or
dividend policy of the Issuer;
(f) there are no plans to make or propose any other material
change in the Issuer's business or corporate structure;
(g) there are no plans to change Issuer's By-laws or take any
action which may impede the acquisition of control of the
Issuer by any person;
Page 4 of 13
<PAGE> 42
ITEM 4. CONTINUED.
(h) there are no plans to cause any class of securities of the
Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) there are no plans to make a class of equity securities of the
Issuer become eligible for termination of registration
pursuant to Section 12 (g)(4) of the Act; and
(j) there are no plans or acts contemplated which are similar to
those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate number and percentage of securities of Issuer
beneficially owned by reporting person as of reporting date:
1,229,297 shares; 12.5%
(b) Sole voting and dispositive power:
621,186 shares; 6.3%
Shared voting and dispositive power:
608,111(1) shares; 6.2%
Voting and dispositive power shared with Board of
Directors of Capitol Street Corporation (see Schedule
13D on Capitol Street Corporation filed herewith).
(1) In previous 13D reportings, reporting person did not
include the 608,111 shares (6.2%) of Issuer's common
stock owned by Capitol Street Corporation (formerly
Lamar Life Corporation) as reporting person
disclaimed beneficial ownership thereof. Reporting
person is now President and Chief Executive Officer
of Capitol Street Corporation and no longer disclaims
beneficial ownership of Issuer's shares owned by that
company.
(c) Transactions within the past 60 days prior to May 9, 1989 by
reporting person:
Page 5 of 13
<PAGE> 43
ITEM 5. CONTINUED.
12,240 shares of Issuer's stock were purchased
through a broker in the over-the-counter market on
May 9, 1989 at $22.50 per share for a total purchase
price of $275,400.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no understandings, contracts, arrangements or relationships
of the types described in the instructions to this Item 6 that have
been made by the reporting person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 19, 1989
----------------------------------------
Date
/s/ Robert M. Hearin
----------------------------------------
Signature
ROBERT M. HEARIN, REPORTING PERSON
----------------------------------------
Name/Title
Page 6 of 13
<PAGE> 44
SCHEDULE 13D
CUSIP NO. 319414 108 PAGE 7 OF 13 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capitol Street Corporation
TID #64-0518232
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mississippi
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 608,111
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
none
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 608,111
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
none
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
608,111
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 45
SCHEDULE 13D, MAY 9, 1989
ISSUER: FIRST CAPITAL CORPORATION
REPORTING PERSON: CAPITOL STREET CORPORATION
ITEM 1. SECURITY AND ISSUER.
Title of Class: Common stock, No par value
Issuer: First Capital Corporation
248 East Capitol Street
Jackson, Mississippi 39201
Principal Executive: Frank R. Day
ITEM 2. IDENTITY AND BACKGROUND.
Neither the reporting person nor the persons listed below in answer to
this item have been convicted in a criminal proceeding in the past
five years. None have been a party to a civil proceeding resulting in
judgment, decree or final order enjoining future violations of or
prohibiting or mandating activities subject to federal or state
securities laws or finding any violations with respect to such laws.
All natural persons are U.S. citizens.
(A) Name of Reporting Person: Capitol Street Corporation
(formerly named Lamar Life
Corporation)
Place of Organization: Mississippi
Principal Business: The Company recently sold
its principal business (Lamar
Life Insurance Company) and
is presently in the process
of redeploying the funds from
the sale into other operating
businesses.
Address of Principal Office: 711 West Capitol Street
Jackson, Mississippi 39202
(B) Natural persons who are directors and executive officers of
reporting person:
(1) Charles W. Else
P. O. Box 13609
Jackson, Mississippi 39236
Chairman of the Board, Galaxie Corporation; refiner
of crude oil and distributor of petroleum products
through subsidiaries
Page 8 of 13
<PAGE> 46
ITEM 2. CONTINUED.
(2) Matthew L. Hollemon, III
P. O. Box 3348
Jackson, Mississippi 39207
Vice President and Director of Reporting Person
(3) W. H. Holman, Jr.
P. O. Box 3409
Jackson, Mississippi 39207
Chairman, Jitney Jungle Stores of America, Inc.,
retail grocery chain
(4) Dr. J. Harvey Johnston, Jr.
304 Watkins Medical Building
1421 North State Street
Jackson, Mississippi 39202
Surgeon
(5) Roger G. McGrath, III
P. 0. Box 13609
Jackson, Mississippi 39236
President and Chief Executive Officer, Galaxie
Corporation; refiner of crude oil and distributor
of petroleum products through subsidiaries
(6) J. K. Tharpe
107 Lamar Life Building
315 East Capitol Street
Jackson, Mississippi 39201
Insurance Agent
(7) Robert M. Hearin
711 West Capitol Street
Jackson, Mississippi 39202
President and Director of Reporting Person
(8) Daisy S. Blackwell
711 West Capitol Street
Jackson, Mississippi 39202
Secretary/Treasurer of Reporting Person
(C) Control persons of reporting person:
Galaxie Corporation, 5170 Galaxie Drive, Jackson,
Mississippi, owns more than 91% of the common stock of the
reporting person.
Executive officers and directors of Galaxie Corporation are:
Page 9 of 13
<PAGE> 47
ITEM 2. CONTINUED.
(1) Charles W. Else
5170 Galaxie Drive, Jackson, Mississippi
Chairman and Director of Galaxie Corporation
(2) Roger G. McGrath, III
5170 Galaxie Drive, Jackson, Mississippi
President, Chief Executive Officer and Director of
Galaxie Corporation.
(3) Robert M. Hearin
711 West Capitol Street, Jackson, Mississippi
Director of Galaxie Corporation
(4) Daisy S. Blackwell
711 West Capitol Street, Jackson, Mississippi
Secretary and Assistant Treasurer of Galaxie
Corporation
(5) James D. Bennett, Jr.
5170 Galaxie Drive, Jackson, Mississippi
Treasurer and Assistant Secretary of Galaxie
Corporation
Beneficial owners of 5% or more of the common stock of Galaxie
Corporation are as follows:
<TABLE>
<CAPTION>
Name Percentage of Ownership
---- -----------------------
<S> <C>
Charles W. Else 24.99%
Robert M. Hearin 1.97% (plus Bay Street)
Leon Hess 10.88% (plus Bay Street)
Robert M. Hearin, Jr. 5.97%
Annie Laurie Hearin
McRee 5.97%
Bay Street Corporation 31.5%
</TABLE>
Bay Street Corporation is located at 3650 Bay Street in Jackson,
Mississippi, and is in the automotive parts business. Robert M.
Hearin, President of the reporting person, and Leon Hess are the
beneficial owners of all of the outstanding stock of Bay Street
Corporation. Leon Hess is Chairman of the Board of Amerada Hess
Corporation, 1185 Avenue of the Americas, New York, New York, an
integrated oil company. Charles W. Else, Robert M. Hearin, and Leon
Hess may be deemed principal owners and control persons of the common
stock of the reporting person owned by Galaxie Corporation. Robert M.
Hearin, Jr. resides at 5601 Hurst Street, New Orleans, Louisiana; he
is a practicing attorney and is
Page 10 of 13
<PAGE> 48
ITEM 2. CONTINUED.
the son of Robert M. Hearin. Annie Laurie Hearin McRee resides
at 1611 Devine Street, Jackson, Mississippi; she is a
housewife and is the daughter of Robert M. Hearin.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting person used working capital generated from operations in
the amount of $116,250.00 to purchase shares of Issuer's securities in
the over-the-counter market since its last Schedule 13D filed on the
Issuer as of September 29, 1984. None of the purchases were made with
borrowed funds. Other securities of Issuer received by the reporting
person since the last reporting date were received in exchange for
common shares of banks being merged with Issuer's banking subsidiary.
ITEM 4. PURPOSE OF TRANSACTIONS.
The purpose of purchase transactions reported herein was to acquire
Issuer's common stock for investment purposes.
With respect to the reporting person:
(a) no additional acquisition of Issuer's securities is presently
contemplated nor is any disposition of Issuer's securities
anticipated; however, additional shares of Issuer's securities
may be acquired in the future and/or a disposition of Issuer's
shares owned by the reporting person may occur at some future
date;
(b) no extraordinary corporate transaction, merger,
reorganization, or liquidation involving the Issuer or any of
its subsidiaries is presently contemplated;
(c) no sale or transfer of a material amount of the assets of the
Issuer or its subsidiaries is presently contemplated;
(d) there are no plans to propose a change in the present Board of
Directors or Management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Board;
(e) there are no plans to materially change the capitalization or
dividend policy of the Issuer;
Page 11 of 13
<PAGE> 49
ITEM 4. CONTINUED.
(f) there are no plans to make or propose any other material
change in the Issuer's business or corporate structure;
(g) there are no plans to change Issuer's By-laws or take any
action which may impede the acquisition of control of the
Issuer by any person;
(h) there are no plans to cause any class of securities of the
Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) there are no plans to make a class of equity securities of the
Issuer become eligible for termination of registration
pursuant to Section 12 (g)(4) of the Act; and
(j) there are no plans or acts contemplated which are similar to
those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Beneficial ownership as of May 9, 1989 by persons named in
Item 2:
<TABLE>
<CAPTION>
Number of Issuer's Percentage of Issuer's
Shares Shares
Beneficially Owned Beneficially Owned
------------------ ------------------
Sole Shared Sole Shared
Voting And Voting And Voting And Voting And
Person Named Disposi- Disposi- Disposi- Disposi-
In Item 2 tive Power tive Power tive Power tive Power
--------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Capitol Street (1)
Corporation 608,111 6.2%
Robert M. Hearin 621,186 608,111(1) 6.3% 6.2%
Charles W. Else 30,000 .3%
Matthew L. Hollemon,
III 860 .0%
W. H. Holman, Jr. 0 .0%
Dr. J. Harvey
Johnston, Jr. 272 .0%
Roger G. McGrath, III 0 .0%
J. K. Tharpe 11,844 .1%
James D. Bennett, Jr. 0 .0%
Daisy S. Blackwell 145 .0%
Leon Hess 6,860 .1%
Robert M. Hearin, Jr. 7,536 .1%
Annie Laurie Hearin
McRee 7,304 .1%
</TABLE>
Page 12 of 13
<PAGE> 50
ITEM 5. CONTINUED.
(b) Transactions within the past 60 days prior to May 9, 1989 by
persons named in Item 2:
Robert M. Hearin, through the Mississippi Valley Gas Pension
Plan, of which he is beneficial owner, purchased 12,240 shares
of Issuer's stock from a broker through the over-the-counter
market on May 9, 1984, at a price of $22.50 per share.
Footnotes to Item 5:
(1) Common shares of Issuer owned by Capitol Street Corporation
are also included in the total shares beneficially owned by
Robert M. Hearin. Shared voting and dispositive power is
vested in the members of the Board of Directors of Capitol
Street Corporation.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no understandings, contracts, arrangements or relationships
of the types described in the instructions to this Item 6 that are
known to have been made by any persons named in Item 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 19, 1989
----------------------------------------
Date
CAPITOL STREET CORPORATION
By: /s/ Robert M. Hearin
-------------------------------------
Signature
Robert M. Hearin, President
----------------------------------------
Name/Title
Page 13 of 13 Pages
<PAGE> 51
ATTACHMENT 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
TRANSMARK CORPORATION
(formerly FIRST CAPITAL CORPORATION)
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, No par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
898402-10-2
(formerly 319414 108)
-----------------------------------
(CUSIP Number)
Mr. Frank R. Day, Chairman of the Board and Chief Executive Officer,
Trustmark Corporation, 248 East Capitol Street, Jackson, Mississippi 39201,
Telephone (601) 354-5869
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 1, 1990
-----------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 14 Pages
<PAGE> 52
SCHEDULE 13D
CUSIP NO. 898402-10-2 PAGE 2 OF 14 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert M. Hearin
SSAN: ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 648,976
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
679,179
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 648,976
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
679,179
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,328,155
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 53
SCHEDULE 13D, MAY 1, 1990
ISSUER: TRUSTMARK CORPORATION
REPORTING PERSON: ROBERT M. HEARIN
ITEM 1. SECURITY AND ISSUER.
Title of Class: Common stock, No par value
Issuer: Trustmark Corporation
248 East Capitol Street
Jackson, Mississippi 39201
Principal Executive: Frank R. Day
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of Reporting Person:
Robert M. Hearin
(b) Business Address:
711 West Capitol Street
Jackson, Mississippi 39203
(c) Present principal occupation, employer name, address, and
principal business:
Chairman and Chief Executive officer
Mississippi Valley Gas Company
711 West Capitol Street
Jackson, Mississippi 39203.
The Company is engaged in the distribution and sale
of natural gas to the public.
(d) The reporting person has not, during the last five years, been
convicted in a criminal proceeding.
(e) The reporting person has not, during the last five years, been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment, decree
or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f) The reporting person is a U.S. Citizen.
Page 3 of 14 Pages
<PAGE> 54
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since the last Schedule 13D filed on the Issuer as of May 9, 1989, the
reporting person used working capital of controlled corporations to
purchase an additional 90,190 shares of the Issuer's common stock for
$1,903,560.00. None of the purchases were made with borrowed funds.
In addition, subsidiaries of a controlled corporation purchased 8,668
shares of the Issuer's common stock for $224,242.50 in 1987 and 1988,
not previously reported. Source of funds was working capital and not
borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the purchase transactions reported herein was to
acquire Issuer's common stock for investment purposes.
With respect to the reporting person:
(a) no additional acquisition of Issuer's securities is presently
contemplated nor is any disposition of Issuer's securities
anticipated; however, additional shares of Issuer's securities
may be acquired in the future and/or a disposition of Issuer's
shares owned by the reporting person may occur at some future
date;
(b) no extraordinary corporate transaction, merger,
reorganization, or liquidation involving the Issuer or any of
its subsidiaries is presently contemplated;
(c) no sale or transfer of a material amount of the assets of the
Issuer or its subsidiaries is presently contemplated;
(d) there are no plans to propose a change in the present Board of
Directors or Management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Board;
(e) there are no plans to materially change the capitalization or
dividend policy of the Issuer;
(f) there are no plans to make or propose any other material
change in the Issuer's business or corporate structure;
(g) there are no plans to change Issuer's By-laws or take any
action which may impede the acquisition of control of the
Issuer by any person;
Page 4 of 14 Pages
<PAGE> 55
ITEM 4. CONTINUED.
(h) there are no plans to cause any class of securities of the
Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) there are no plans to make a class of equity securities of the
Issuer become eligible for termination of registration
pursuant to Section 12 (g)(4) of the Act; and
(j) there are no plans or acts contemplated which are similar to
those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate number and percentage of securities of Issuer
beneficially owned by reporting person as of reporting date:
1,328,155 shares; 13.5%
(b) Sole voting and dispositive power:
648,976 shares; 6.6%
Shared voting and dispositive power:
679,179 shares; 6.9%
Voting and dispositive power shared with Board of
Directors of Capitol Street Corporation (see Schedule
13D on Capitol Street Corporation filed herewith).
(c) Transactions within the past 60 days prior to May 1, 1990 by
reporting person:
Reporting person purchased 5000 shares of Issuer's
stock through Bay Street Corporation, a controlled
corporation, through a broker in the over-the/counter
market on April 12, 1990 at $20.00 per share. Capitol
Street Corporation purchased Issuer's stock through a
broker in the over-the/counter market: 10,000 shares
on April 6, 1990 at $20.00 per share and 9000 shares
on May 1, 1990 at $19.50 (see Schedule 13D filed
herewith).
Page 5 of 14 Pages
<PAGE> 56
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no understandings, contracts, arrangements or relationships
of the types described in the instructions to this Item 6 that have
been made by the reporting person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 7, 1990
------------------------------------------
Date
/s/ ROBERT M. HEARIN
------------------------------------------
Signature
ROBERT M. HEARIN, REPORTING PERSON
------------------------------------------
Name/Title
Page 6 of 14 Pages
<PAGE> 57
SCHEDULE 13D
CUSIP NO. 898402-10-2 PAGE 7 OF 14 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capitol Street Corporation
TID #64-0518232
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mississippi
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 679,179
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
none
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 679,179
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
none
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
679,179
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 58
SCHEDULE 13D, MAY 1, 1990
ISSUER: TRUSTMARK CORPORATION
REPORTING PERSON: CAPITOL STREET CORPORATION
ITEM 1. SECURITY AND ISSUER.
Title of Class: Common stock, No par value
Issuer: Trustmark Corporation
248 East Capitol Street
Jackson, Mississippi 39201
Principal Executive: Frank R. Day
ITEM 2. IDENTITY AND BACKGROUND.
Neither the reporting person nor the persons listed below in answer to
this item have been convicted in a criminal proceeding in the past
five years. None have been a party to a civil proceeding resulting in
judgment, decree or final order enjoining future violations of or
prohibiting or mandating activities subject to federal or state
securities laws or finding any violations with respect to such laws.
All natural persons are U.S. citizens.
(A) Name of Reporting Person: Capitol Street Corporation
(formerly named Lamar Life
Corporation)
Place of Organization: Mississippi
Principal Business: The Company recently sold its
principal business (Lamar Life
Insurance Company) and is
presently in the process of
redeploying the funds from
the sale into other operating
businesses.
Address of Principal Office: 711 West Capitol Street
Jackson, Mississippi 39202
(B) Natural persons who are directors and executive officers of
reporting person:
(1) Charles W. Else
P. O. Box 13609
Jackson, Mississippi 39236
Chairman and Director
Chairman of the Board, VGS Corporation; refiner of
crude oil and distributor of petroleum products
through subsidiaries
Page 8 of 14 Pages
<PAGE> 59
ITEM 2. CONTINUED.
(2) Matthew L. Hollemon, III
P. O. Box 3348
Jackson, Mississippi 39207
Vice President and Director of Reporting Person
(3) W.H. Holman, Jr.
P. O. Box 3409
Jackson, Mississippi 39207
Director
Chairman, Jitney Jungle Stores of America, Inc.,
retail grocery chain
(4) Dr. J. Harvey Johnston, Jr.
1510 Douglas Drive
Jackson, Mississippi 39211
Director
Retired Surgeon
(5) Roger G. McGrath, III
P. O. Box 13609
Jackson, Mississippi 39236
Director
President and Chief Executive Officer, VGS
Corporation; refiner of crude oil and distributor
of petroleum products through subsidiaries
(6) J. K. Tharpe
107 Lamar Life Building
315 East Capitol Street
Jackson, Mississippi 39201
Director
Insurance Agent
(7) Robert M. Hearin
711 West Capitol Street
Jackson, Mississippi 39202
President and Director of Reporting Person
(8) Daisy S. Blackwell
711 West Capitol Street
Jackson, Mississippi 39202
Secretary of Reporting Person
(9) Dan M. Swain, Jr.
711 West Capitol Street
Jackson, Mississippi 39202
Vice President and Treasurer of Reporting Person
Page 9 of 14 Pages
<PAGE> 60
ITEM 2. CONTINUED.
(C) Control persons of reporting person:
Galaxie Corporation, 711 West Capitol Street, Jackson,
Mississippi, owns more than 91% of the common stock of the
reporting person.
Executive officers and directors of Galaxie Corporation are:
(1) Charles W. Else
5170 Galaxie Drive, Jackson, Mississippi
Chairman and Director of Galaxie Corporation
(2) Edmund R. Butler
711 West Capitol Street, Jackson, Mississippi
Director of Galaxie Corporation
President of Mississippi Valley Gas Company
(3) Robert M. Hearin
711 West Capitol Street, Jackson, Mississippi
President, CEO, Director of Galaxie Corporation
(4) Daisy S. Blackwell
711 West Capitol Street, Jackson, Mississippi
Secretary and Assistant Treasurer of Galaxie
Corporation
(5) Matthew L. Hollemon, III
711 West Capitol Street, Jackson, Mississippi
Treasurer, Assistant Secretary, Director of
Galaxie Corporation
(6) Dan M. Swain, Jr.
711 West Capitol Street, Jackson, Mississippi
Vice President of Galaxie Corporation
(7) James B. Campbell
415E Industrial Drive, Jackson, Mississippi
Director of Galaxie Corporation
Chairman and President of MISSCO Corporation
Page 10 of 14 Pages
<PAGE> 61
ITEM 2. CONTINUED.
Beneficial owners of 5% or more of the common stock of Galaxie
Corporation are as follows:
Name Percentage of Ownership
---- -----------------------
Charles W. Else 26.04%
Robert M. Hearin 2.05% (plus Bay Street)
Leon Hess 11.34% (plus Bay Street)
Robert M. Hearin, Jr. 6.22%
Annie Laurie Hearin
McRee 6.22%
Bay Street Corporation 32.82%
Bay Street Corporation is located at 3650 Bay Street
in Jackson, Mississippi, and is in the automotive
parts business. Robert M. Hearin, President of the
reporting person, and Leon Hess are the beneficial
owners of all of the outstanding stock of Bay Street
Corporation. Leon Hess is Chairman of the Board of
Amerada Hess Corporation, 1185 Avenue of the
Americas, New York, New York, an integrated oil
company. Charles W. Else, Robert M. Hearin, and
Leon Hess may be deemed principal owners and control
persons of the common stock of the reporting person
owned by Galaxie Corporation. Robert M. Hearin,
Jr. resides at 5601 Hurst Street, New Orleans,
Louisiana; he is a practicing attorney and is the son
of Robert M. Hearin. Annie Laurie Hearin McRee
resides at 1611 Devine Street, Jackson, Mississippi;
she is a housewife and is the daughter of Robert M.
Hearin.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting person used working capital generated from
operations in the amount of $1,293,050.00 to purchase shares
of Issuer's securities in the over-the-counter market since
its last Schedule 13D filed on the Issuer as of May 9, 1989.
None of the purchases were made with borrowed funds.
Subsidiaries of Reporting Person purchased 8,668 shares of
Issuer's stock in 1987 and 1988 for $224,242.50. Purchases
not previously reported; made from working capital, not with
borrowed funds.
ITEM 4. PURPOSE OF TRANSACTIONS.
The purpose of purchase transactions reported herein was to
acquire Issuer's common stock for investment purposes.
Page 11 of 14 Pages
<PAGE> 62
ITEM 4. CONTINUED.
With respect to the reporting person:
(a) no additional acquisition of Issuer's securities is presently
contemplated nor is any disposition of Issuer's securities
anticipated; however, additional shares of Issuer's securities
may be acquired in the future and/or a disposition of Issuer's
shares owned by the reporting person may occur at some future
date;
(b) no extraordinary corporate transaction, merger,
reorganization, or liquidation involving the Issuer or any of
its subsidiaries is presently contemplated;
(c) no sale or transfer of a material amount of the assets of the
Issuer or its subsidiaries is presently contemplated;
(d) there are no plans to propose a change in the present Board of
Directors or Management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Board;
(e) there are no plans to materially change the capitalization or
dividend policy of the Issuer;
(f) there are no plans to make or propose any other material
change in the Issuer's business or corporate structure;
(g) there are no plans to change Issuer's By-laws or take any
action which may impede the acquisition of control of the
Issuer by any person;
(h) there are no plans to cause any class of securities of the
Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) there are no plans to make a class of equity securities of the
Issuer become eligible for termination of registration
pursuant to Section 12 (g)(4) of the Act; and
(j) there are no plans or acts contemplated which are similar to
those enumerated above.
Page 12 of 14 Pages
<PAGE> 63
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a),(b) Beneficial ownership as of May 1, 1990 by persons named in Item 2:
<TABLE>
<CAPTION>
Number of Issuer's Percentage of Issuer's
Shares Shares
Beneficially Owned Beneficially Owned
------------------------ ----------------------
Sole Shared Sole Shared
Voting And Voting And Voting And Voting And
Person Named Disposi- Disposi- Disposi- Disposi-
In Item 2 tive Power tive Power tive Power tive Power
- ---------- ----------- ----------- ------------ ---------
<S> <C> <C> <C> <C>
Capitol Street
Corporation 679,179(l)(3) 6.9%
Bay Street Corporation 41,000(2)(3) .4%
Galaxie Corporation 0(3) 0%
Robert M. Hearin 648,976(2) 679,179(l) 6.6% 6.9%
Charles W. Else 30,000 .3%
Matthew L. Hollemon,
III 860 .0%
W. H. Holman, Jr. 0 .0%
Dr. J. Harvey
Johnston,Jr. 272 .0%
Roger G. McGrath, III 0 .0%
J. K. Tharpe 11,844 .1%
Dan M. Swain, Jr. 0 .0%
Daisy S. Blackwell 3,434 .0%
Leon Hess 6,860 .1%
Robert M. Hearin, Jr. 7,536 .1%
Annie Laurie Hearin
McRee 7,304 .1%
Edmund R. Butler 0 .0%
James B. Campbell 8,200 1,580(4) .1% .0%
</TABLE>
(1) Common shares of Issuer owned by Capitol Street Corporation
are also included in the total shares beneficially owned by
Robert M. Hearin. Shared voting and dispositive power is
vested in the members of the Board of Directors of Capitol
Street Corporation.
(2) Common shares of Issuer owned by Bay Street Corporation are
also included in the total shares beneficially owned by Robert
M. Hearin with sole voting and dispositive power.
(3) Indirect ownership of Issuer's common shares included in
Capitol Street Corporation report.
(4) Shared with board of MISSCO Corp. ESOP.
Page 13 of 14 Pages
<PAGE> 64
ITEM 5. CONTINUED.
(c) Transactions within the past 60 days prior to May 1, 1990 by
persons named in Item 2:
Reporting Person purchased Issuer's stock from a broker in the
over-the-counter market: 10,000 shares on April 6, 1990 at
$20.00 per share; 9000 shares May 1, 1990 at $19.50 per share.
Bay Street Corporation, controlled by Robert M. Hearin,
purchased 5000 shares of Issuer's stock on April 12, 1990 from
a broker in the over-the-counter market at $20.00 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no understandings, contracts, arrangements or
relationships of the types described in the instructions to this
Item 6 that are known to have been made by any persons named in Item
2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief,, I certify that the information set forth in this statement is true,
complete and correct.
May 7, 1990
-------------------------------
Date
CAPITOL STREET CORPORATION
By: /s/ ROBERT M. HEARIN
----------------------------
Signature
Robert M. Hearin, President
-------------------------------
Name/Title
Page 14 of 14 Pages
<PAGE> 65
ATTACHMENT 4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
TRUSTMARK CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
898402-10-2
-----------------------------------
(CUSIP Number)
Mr. Frank R. Day, Chairman of the Board and Chief Executive Officer, Trustmark
Corporation, 248 East Capitol St., Jackson, Mississippi 39201, Tel. 601/354-5869
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 7, 1990
-----------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Coninued on following page(s))
Page 1 of 15 Pages
<PAGE> 66
SCHEDULE 13D
CUSIP NO. 898402-10-2 PAGE 2 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert M. Hearin, Jr., Mattherw L. Holleman, III, Daisy S. Blackwell and
E. E. Laird, Jr., Co-Executors of the Estate of Robert M. Hearin, deceased
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 678,712
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
689,179
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 678,712
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
689,179
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,368,179
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 67
SCHEDULE 13D, DECEMBER 17, 1990
ISSUER: TRUSTMARK CORPORATION
REPORTING PERSONS: ROBERT M. HEARIN, JR., MATTHEW L.
HOLLEMAN, III, DAISY S. BLACKWELL, AND E. E. LAIRD, JR.,
CO-EXECUTORS OF THE ESTATE OF ROBERT M. HEARIN
ITEM 1. SECURITY AND ISSUER.
- -----------------------------
Title of Class: Common stock, No par value
Issuer: Trustmark Corporation
248 East Capitol Street
Jackson, Mississippi 39201
Principal Executive: Frank R. Day
ITEM 2. IDENTITY AND BACKGROUND.
- ---------------------------------
(a) Name of Reporting Persons:
Robert M. Hearin, Jr., Matthew L. Holleman, III,
Daisy S. Blackwell, and E. E. Laird, Jr.,
Co-Executors of the Estate of Robert M. Hearin, deceased.
(b) Business Address:
711 West Capitol Street
Jackson, Mississippi 39203
(c) Present principal occupation, employer name, address, and
principal business:
Robert M. Hearin, Jr.
Lawyer
Robert M. Hearin, Jr.
Attorney-at-Law
830 Union Street, 3rd Floor
New Orleans, Louisiana 70112
Matthew L. Holleman, III
Officer (Vice President)
Capitol Street Corporation
P. O. Box 3348
Jackson, Mississippi 39207
Holding Company
Page 3 of 15 Pages
<PAGE> 68
ITEM 2. CONTINUED.
Daisy S. Blackwell
Officer (Secretary)
Capitol Street Corporation
P. O. Box 3348
Jackson, Mississippi 39207
Holding Company
E. E. Laird, Jr.
Lawyer
Laird & Laird, Attorneys-at-Law
1675 Lakeland Drive, Suite 307
Jackson, Mississippi 39216
(d) None of the reporting persons have, during the last five
years, been convicted in a criminal proceeding.
(e) None of the reporting persons have, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
(f) All of the reporting persons are U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since the last Schedule 13D filed on the Issuer as of May 1, 1990,
Robert M. Hearin used working capital of controlled corporations to
purchase an additional 29,736 shares of the Issuer's common stock
for $336,149.00. None of the purchases were made with borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of this filing is to report the change in the beneficial
ownership of the shares of issuer as a result of the death of Robert
M. Hearin on November 28, 1990; qualification of Executors on December
7, 1990; and to report purchases of additional shares.
Page 4 of 15 Pages
<PAGE> 69
ITEM 4. CONTINUED.
With respect to the reporting persons:
(a) no additional acquisition of Issuer's securities is presently
contemplated nor is any disposition of Issuer's securities
anticipated; however, additional shares of Issuer's securities
may be acquired in the future and/or a disposition of Issuer's
shares owned by the reporting person may occur at some future
date;
(b) no extraordinary corporate transaction, merger,,
reorganization, or liquidation involving the Issuer or any of
its subsidiaries is presently contemplated;
(c) no sale or transfer of a material amount of the assets of the
Issuer or its subsidiaries is presently contemplated;
(d) there are no plans to propose a change in the present Board of
Directors or Management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Board;
(e) there are no plans to materially change the capitalization or
dividend policy of the Issuer;
(f) there are no plans to make or propose any other material
change in the Issuer's business or corporate structure;
(g) there are no plans to change Issuer's By-laws or take any
action which may impede the acquisition of control of the
Issuer by any person;
(h) there are no plans to cause any class of securities of the
Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) there are no plans to make a class of equity securities of the
Issuer become eligible for termination of registration
pursuant to Section 12 (g)(4) of the Act; and
(j) there are no plans or acts contemplated which are similar to
those enumerated above.
Page 5 of 15 Pages
<PAGE> 70
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate number and percentage of securities of Issuer
beneficially owned by reporting persons as a group as of
reporting date:
1,368,891 shares; 13.9%
(b) Sole voting and dispositive power:
678,712 shares; 6.9%
Shared voting and dispositive power:
689,179 shares; 7.0%
Voting and dispositive power shared with Board of
Directors of Capitol Street Corporation (see Schedule
13D on Capitol Street Corporation filed herewith).
(c) Transactions within the past 60 days prior to December 7,
1990 by Robert M. Hearin, deceased, prior to his death:
Robert M. Hearin, deceased, purchased shares of
Issuer's stock through Mississippi Valley Gas
Retirement Plan, a controlled corporation, through a
broker in the over-the-counter market on October 16,
1990 at $17.20 per share and on November 1, 1990 at
$17.50 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no understandings, contracts, arrangements or relationships
of the types described in the instructions to this Item 6 that have
been made by the reporting person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Copy of Letters Testamentary attached as Exhibit "A."
Power of Attorney of Robert M. Hearin, Jr. to E. E. Laird, Jr.
attached as Exhibit "B."
Page 6 of 15 Pages
<PAGE> 71
SIGNATURE
---------
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
December 17, 1990
--------------------------------------
Date
ESTATE OF ROBERT M. HEARIN, DECEASED
/s/ ROBERT M. HEARIN, JR.
By: by E. E. LAIRD, JR. ATTORNEY-IN-FACT
--------------------------------------
ROBERT M. HEARIN, JR., CO-EXECUTOR
By: /s/ MATTHEW HOLLEMAN
--------------------------------------
MATTHEW L.HOLLEMAN, III, CO-EXECUTOR
By: /s/ DAISY S. BLACKWELL
--------------------------------------
DAISY S. BLACKWELL, CO-EXECUTOR
By: /s/ E. E. LAIRD, JR.
--------------------------------------
E. E. LAIRD, JR., CO-EXECUTOR
Page 7 of 15 Pages
<PAGE> 72
SCHEDULE 13D
CUSIP NO. 898402-10-2 PAGE 8 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capitol Street Corporation
TID #64-0518232
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mississippi
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 689,179
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
none
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 689,179
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
none
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
689,179
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 73
SCHEDULE 13D, DECEMBER 17, 1990
ISSUER: TRUSTMARK CORPORATION
REPORTING PERSON: CAPITOL STREET CORPORATION
ITEM 1. SECURITY AND ISSUER.
Title of Class: Common stock, No par value
Issuer: Trustmark Corporation
248 East Capitol Street
Jackson, Mississippi 39201
Principal Executive: Frank R. Day
ITEM 2. IDENTITY AND BACKGROUND.
Neither the reporting person nor the persons listed below in answer to
this item have been convicted in a criminal proceeding in the past
five years. None have been a party to a civil proceeding resulting in
judgment, decree or final order enjoining future violations of or
prohibiting or mandating activities subject to federal or state
securities laws or finding any violations with respect to such laws.
All natural persons are U.S. citizens.
(A) Name of Reporting Person: Capitol Street Corporation
(formerly named Lamar Life
Corporation)
Place of Organization: Mississippi
Principal Business: The Company recently sold
its principal business (Lamar
Life Insurance Company) and
is presently in the process
of redeploying the funds from
the sale into other operating
businesses.
Address of Principal Office: 711 West Capitol Street
Jackson, Mississippi 39202
(B) Natural persons who are directors and executive officers of
reporting person:
(1) Charles W. Else
P. O. Box 13609
Jackson, Mississippi 39236
Chairman and Director of Reporting Person
Chairman of the Board, VGS Corporation; refiner of
crude oil and distributor of petroleum products
through subsidiaries
Page 9 of 15 Pages
<PAGE> 74
ITEM 2. CONTINUED.
(2) Matthew L. Holleman, III
P. O. Box 3348
Jackson, Mississippi 39207
Vice President and Director of Reporting Person
(3) W. H. Holman, Jr.
P. O. Box 3409
Jackson, Mississippi 39207
Director of Reporting Person
Chairman, Jitney Jungle Stores of America, Inc.,
retail grocery chain
(4) Dr. J. Harvey Johnston, Jr.
1510 Douglas Drive
Jackson, Mississippi 39211
Director of Reporting Person
Retired Surgeon
(5) Roger G. McGrath, III
P. O. Box 13609
Jackson, Mississippi 39236
Director of Reporting Person
President and Chief Executive Officer, VGS
Corporation; refiner of crude oil and distributor
of petroleum products through subsidiaries
(6) J. K. Tharpe
107 Lamar Life Building
315 East Capitol Street
Jackson, Mississippi 39201
Director of Reporting Person
Insurance Agent
(7) Daisy S. Blackwell
711 West Capitol Street
Jackson, Mississippi 39202
Secretary of Reporting Person
(8) Dan M. Swain, Jr.
711 West Capitol Street
Jackson, Mississippi 39202
Vice President and Treasurer of Reporting Person
(C) Control persons of reporting person:
Galaxie Corporation, 711 West Capitol Street, Jackson, Mississippi,
owns more than 91% of the common stock of the reporting person.
Page 10 of 15 Pages
<PAGE> 75
ITEM 2. CONTINUED.
Executive officers and directors of Galaxie Corporation are:
(1) Charles W. Else
5170 Galaxie Drive, Jackson, Mississippi
Chairman and Director of Galaxie Corporation
(2) Edmund R. Butler
711 West Capitol Street, Jackson, Mississippi
Director of Galaxie Corporation
President of Mississippi Valley Gas Company
(3) Daisy S. Blackwell
711 West Capitol Street, Jackson, Mississippi
Secretary and Assistant Treasurer of Galaxie
Corporation
(4) Matthew L. Holleman, III
711 West Capitol Street, Jackson Mississippi
Treasurer, Assistant Secretary, Director of Galaxie
Corporation
(5) Dan M. Swain, Jr.
711 West Capitol Street, Jackson, Mississippi
Vice President of Galaxie Corporation
(6) James B. Campbell
415 E Industrial Drive, Jackson, Mississippi
Director of Galaxie Corporation
Chairman and President of MISSCO Corporation
Beneficial owners of 5% or more of the common stock of Galaxie
Corporation are as follows:
<TABLE>
<CAPTION>
Name Percentage of ownership
---- -----------------------
<S> <C>
Charles W. Else 26.04%
Estate of Robert M.
Hearin, deceased 2.05% (plus Bay Street)
Leon Hess 11.34% (plus Bay Street)
Robert M. Hearin, Jr. 6.22%
Annie Laurie Hearin
McRee 6.22%
Bay Street Corporation 32.82%
</TABLE>
Page 11 of 15 Pages
<PAGE> 76
ITEM 2. CONTINUED.
Bay Street Corporation is located at 3650 Bay Street in
Jackson, Mississippi, and is in the automotive parts business.
Estate of Robert M. Hearin, deceased, and Leon Hess are the
beneficial owners of all of the outstanding stock of Bay
Street Corporation. Leon Hess is Chairman of the Board of
Amerada Hess corporation, 1185 Avenue of the Americas, New
York, New York, an integrated oil company. Charles W. Else,
Estate of Robert M. Hearin, deceased, and Leon Hess may be
deemed principal owners and control persons of the common
stock of the reporting person owned by Galaxie Corporation.
Robert M. Hearin, Jr. resides at 5601 Hurst Street, New
Orleans, Louisiana; he is a practicing attorney and is the son
of Robert M. Hearin. Annie Laurie Hearin McRee resides at 1611
Devine Street, Jackson, Mississippi; she is a housewife and is
the daughter of Robert M. Hearin. The Co-Executors of the
Estate of Robert M. Hearin are Robert M. Hearin, Jr., Matthew
L. Holleman, III, Daisy S. Blackwell, and E. E. Laird, Jr.
(see Schedule 13D for Estate of Robert M. Hearin filed
herewith).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting person used working capital generated from operations in
the amount of $190,000.00 to purchase 10,000 shares of Issuer's
securities in the over-the-counter market since its last Schedule 13D
filed on the Issuer as of May 1, 1990. None of the purchases were made
with borrowed funds.
ITEM 4. PURPOSE OF TRANSACTIONS.
The purpose of purchase transactions reported herein was to acquire
Issuer's common stock for investment purposes.
With respect to the reporting person:
(a) no additional acquisition of Issuer's securities is presently
contemplated nor is any disposition of Issuer's securities
anticipated; however, additional shares of issuer's securities
may be acquired in the future and/or a disposition of Issuer's
shares owned by the reporting person may occur at some future
date;
(b) no extraordinary corporate transaction, merger,
reorganization, or liquidation involving the Issuer or any of
its subsidiaries is presently contemplated;
Page 12 of 15 Pages
<PAGE> 77
ITEM 4. CONTINUED.
(c) no sale or transfer of a material amount of the assets of the
Issuer or its subsidiaries is presently contemplated;
(d) there are no plans to propose a change in the present Board of
Directors or Management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Board;
(e) there are no plans to materially change the capitalization or
dividend policy of the Issuer;
(f) there are no plans to make or propose any other material
change in the Issuer's business or corporate structure;
(g) there are no plans to change Issuer's By-laws or take any
action which may impede the acquisition of control of the
Issuer by any person;
(h) there are no plans to cause any class of securities of the
Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) there are no plans to make a class of equity securities of the
Issuer become eligible for termination of registration
pursuant to Section 12 (g)(4) of the Act; and
(j) there are no plans or acts contemplated which are similar to
those enumerated above.
-END OF PAGE-
Page 13 of 15 Pages
<PAGE> 78
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a),(b) Beneficial ownership as of December 17, 1990 by persons named in
Item 2:
<TABLE>
<CAPTION>
Number of Issuer's Percentage of Issuer's
Shares Shares
Beneficially Owned Beneficially Owned
------------------ ------------------
Sole Shared Sole Shared
Voting And Voting And Voting And Voting And
Person Named Disposi- Disposi- Disposi- Disposi-
In Item 2 tive Power tive Power tive Power tive Power
--------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Capitol Street 689,179(1)(3)
Corporation 7.0%
Bay Street Corporation 45,500(2)(3) .5%
Galaxie Corporation 0(3) .0%
Estate of Robert M.
Hearin, deceased 678,712(2) 689,179(1) 6.9% 7.0%
Charles W. Else 30,000 .3%
Matthew L. Holleman,
III 884 .0%
W. H. Holman, Jr. 0 .0%
Dr. J. Harvey
Johnston, Jr. 272 .0%
Roger G. McGrath, III 0 .0%
J. K. Tharpe 11,844 .1%
Dan M. Swain, Jr. 0 .0%
Daisy S. Blackwell 3,434 .0%
Leon Hess 6,860 .1%
Robert M. Hearin, Jr. 7,536 .1%
Annie Laurie Hearin
McRee 7,304 .1%
Edmund R. Butler 0 .0%
James B. Campbell 8,200 1,580(4) .1% .0%
E. E. Laird, Jr. 11,683 .1%
</TABLE>
(1) Common shares of Issuer owned by Capitol Street Corporation
are also included in the total shares beneficially owned by
Estate of Robert M. Hearin, deceased. Shared voting and
dispositive power is vested in the members of the Board of
Directors of Capitol Street Corporation.
(2) Common shares of Issuer owned by Bay Street Corporation are
also included in the total shares beneficially owned by Estate
of Robert M. Hearin, deceased, with sole voting and
dispositive power.
(3) Indirect ownership of Issuer's common shares included in
Capitol Street Corporation report.
(4) Shared with board of MISSCO Corp. ESOP.
Page 14 of 15 Pages
<PAGE> 79
ITEM 5. CONTINUED.
(c) Transactions within the past 60 days prior to December 7, 1990
by persons named in Item 2:
None.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no understandings, contracts, arrangements or relationships
of the types described in the instructions to this Item 6 that are
known to have been made by any persons named in Item 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 17, 1990
----------------------------------------
Date
CAPITOL STREET CORPORATION
By: /s/ MATTHEW L. HOLLEMAN
-------------------------------------
Signature
Matthew L. Holleman, III, Vice President
----------------------------------------
Name/Title
Page 15 of 15 Pages
<PAGE> 80
[SEAL]
PETE McGEE, Chancery Clerk
By /s/ JOAN SALTER D.C.
----------------------
LETTERS TESTAMENTARY
STATE OF MISSISSIPPI P 9294
HINDS COUNTY R/1
TO ALL WHOM THESE PRESENTS SHALL COME - GREETINGS:
WHEREAS, Robert M. Hearin late of said County, Deceased, had whilst he
lived, at the time of his death, divers goods, rights and credits within the
County and State aforesaid, and did make and publish his last Will and
Testament, and thereby constituted and appointed the said Robert M. Hearin,
Jr., Matthew L. Holleman, III, Daisy S. Blackwell and E. E. Laird, Jr.
executors thereof; and whereas, also, the said Will and Testament has been
admitted to Probate in our said Court, and the said Robert M. Hearin, Jr.,
Matthew L. Holleman, III, Daisy S. Blackwell and E. E. Laird, Jr. has taken
oath as required by law: Bond waived
WE DO THEREFORE HEREBY GRANT unto the said Robert M. Hearin, Jr.,
Matthew L. Holleman, III, Daisy S. Blackwell and E. E. Laird, Jr. these our
Letters Testamentary authorizing and empowering the said Robert M. Hearin, Jr.,
Matthew L. Holleman, III, Daisy S. Blackwwell and E. E. Laird, Jr. to make
inventory of the estate of said testat or and return the same into our said
Court as by law required; to pay first the debts of said testator, and then the
legacies contained in said Will so far as the goods, chattels and credits will
extend and the law shall charge the said Robert M. Hearin Jr., Matthew L.
Holleman III, Daisy S. Blackwell and E. E. Laird, Jr. to execute and perform the
said last Will and Testament according to the true intent and meaning thereof;
and lastly to render a just and true account of their actions and doings
herein, when thereto required by this Court.
WITNESS, HONORABLE Stuart Robinson Judge of the Chancery Court of the
County of Hinds, on the 7th day of December, in the year of our Lord, one
thousand nine hundred and ninety, the seal of said Court hereunto affixed:
Issued the 7th day of December 1990.
[SEAL] Pete McGee, Chancery Clerk
By: /s/ JOAN SALTER, D.C.
-----------------------
- --------------------------------------------------------------------------------
I, Pete McGee, Clerk of the Chancery Court for the County of Hinds, and
State of Mississippi, certify that the above is a true copy of the Letters
Testamentary upon the estate of Robert M. Hearin, Deceased, granted and issued
to Robert M. Hearin, Jr., Matthew L. Holleman, III, Daisy S. Blackwell and E.E.
Laird, Jr. Executors on the 7th day of December, 1990, as the same appears on
file and of record in my office, in Jackson, in said County and State.
Given under my hand and seal of said Court, at Jackson, in said County and
State, this 21st day of December, 1990.
[SEAL] Pete McGee, Chancery Clerk
By: /s/ JOAN SALTER, D.C.
-----------------------
<PAGE> 81
POWER OF ATTORNEY
STATE OF LOUISIANA
PARISH OF ORLEANS
I, ROBERT M. HEARIN, JR., do hereby name and appoint E. E. Laird, Jr.,
as my attorney-in-fact to execute and endorse my name on Securities and
Exchange Commission Schedule 13-D relative to the late Robert M. Hearin, Sr.'s
holdings in the TrustMark Corporation to be mailed on or before December 17,
1990.
/s/ ROBERT M. HEARIN, JR.
-----------------------------------
ROBERT M. HEARIN, JR.
SWORN TO AND SUBSCRIBED
BEFORE ME, this 14th day
of December , 1990.
/s/ BYRON M. UNKAUF
- -----------------------------------
NOTARY PUBLIC
BYRON M. UNKAUF
Notary Public, Parish of Orleans, State of La.
My Commission is issued for life.
EXHIBIT "B"
