<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number 0-3683
Full title of the Plan and the address of the Plan, if different from that of
the issuer named below:
Trustmark National Bank Profit Sharing Plan
(Full Title of the Plan)
Name of issuer of the securities held pursuant to the Plan and the address of
its principal executive office:
Trustmark Corporation
248 E. Capitol Street
Jackson, Mississippi 39201
(Name of Issuer of Securities and address of Principal Executive Office)
<PAGE>
ARTHUR ANDERSEN LLP
TRUSTMARK NATIONAL BANK PROFIT SHARING PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 AND 1995
TOGETHER WITH AUDITORS' REPORT
<PAGE>
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
Trustmark National Bank
Profit Sharing Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Trustmark National Bank Profit Sharing Plan as of December 31,
1996 and 1995 and the related statement of changes in net assets available for
plan benefits for the year ended December 31, 1996. These financial statements
and the supplemental schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1996 and 1995, and the changes in net assets available for plan
benefits for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying index are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Jackson, Mississippi,
May 9, 1997.
<PAGE>
TRUSTMARK NATIONAL BANK PROFIT SHARING PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS Page
----
<S> <C>
Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1996 1
Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1995 2
Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the Year
Ended December 31, 1996 3
NOTES TO FINANCIAL STATEMENTS 4-8
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Item 27a -- Schedule of Assets Held for Investment Purposes as of December 31, 1996 9
Item 27d -- Schedule of Reportable Transactions for the Year Ended December 31, 1996 10
Schedule of Party-In-Interest Transactions for the Year Ended December 31, 1996 11-12
Signatures 13
Exhibit Index 14
</TABLE>
<PAGE>
TRUSTMARK NATIONAL BANK PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Sponsor
Participant Directed Directed
------------------------------------------------------------ -----------
Stable Income & Balanced Maximum Trustmark Profit
Value Growth Growth Growth Stock Sharing
Fund Fund Fund Fund Fund Trust Total
---------- ---------- ---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Receivables:
Interest and dividends $ 11,289 $ 4,399 $ 4,848 $ 3,176 $ 100 $ 9,234 $ 33,046
Sponsor contributions 3,788 4,331 8,467 5,974 1,973 - 24,533
Participant contributions 59 - 52 - 68 - 179
Other - - 131 - 1,469 - 1,600
---------- ---------- ---------- ---------- ---------- ----------- -----------
Total receivables 15,136 8,730 13,498 9,150 3,610 9,234 59,358
Investments, at fair value:
Money market account 19,072 71,342 119,963 41,188 40,956 3,537,232 3,829,753
Fixed income mutual funds - 766,569 630,077 - - - 1,396,646
Pooled funds 2,225,042 - - - - - 2,225,042
Common stock of Trustmark Corporation - - - - 2,342,609 43,368,130 45,710,739
Equity mutual funds - 465,571 1,425,269 3,427,426 - - 5,318,266
---------- ---------- ---------- ---------- ---------- ----------- -----------
Total investments 2,244,114 1,303,482 2,175,309 3,468,614 2,383,565 46,905,362 58,480,446
Accrued transfers between funds 11,546 (125,609) (51,478) 270,921 (104,845) (535) -
---------- ---------- ---------- ---------- ---------- ----------- -----------
Total Assets 2,270,796 1,186,603 2,137,329 3,748,685 2,282,330 46,914,061 58,539,804
LIABILITIES:
Other - - - 135 21 - 156
---------- ---------- ---------- ---------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS: $2,270,796 $1,186,603 $2,137,329 $3,748,550 $2,282,309 $46,914,061 $58,539,648
========== ========== ========== ========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
1
<PAGE>
TRUSTMARK NATIONAL BANK PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Sponsor
Participant Directed Directed
-------------------------------------------------------------- -----------
Stable Income & Balanced Maximum Trustmark Profit
Value Growth Growth Growth Stock Sharing
Fund Fund Fund Fund Fund Trust Total
---------- ---------- ---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Receivables:
Interest and dividends $ 13,887 $ 3,190 $ 3,231 $ 1,647 $ 70 $ 941 $ 22,966
Sponsor contributions 6,888 5,110 7,438 4,135 2,407 1,825,000 1,850,978
Participant contributions - 35 59 - - - 94
Other 9 - 931 - 1,469 - 2,409
---------- ---------- ---------- ---------- ---------- ----------- -----------
Total receivables 20,784 8,335 11,659 5,782 3,946 1,825,941 1,876,447
Investments, at fair value:
Money market account 14,292 256,362 96,176 16,928 13,470 290,163 687,391
Fixed income mutual funds - 390,646 454,497 - - - 845,143
Pooled funds 2,717,338 - - - - - 2,717,338
Common stock of Trustmark Corporation - - - - 1,752,046 38,534,109 40,286,155
Equity mutual funds - 343,972 989,009 1,788,739 - - 3,121,720
---------- ---------- ---------- ---------- ---------- ----------- -----------
Total investments 2,731,630 990,980 1,539,682 1,805,667 1,765,516 38,824,272 47,657,747
Accrued transfers between funds (317,945) 42,034 150,534 109,675 17,527 (1,825) -
---------- ---------- ---------- ---------- ---------- ----------- -----------
Total Assets 2,434,469 1,041,349 1,701,875 1,921,124 1,786,989 40,648,388 49,534,194
LIABILITIES:
Other 57 - 30 32 135 - 254
---------- ---------- ---------- ---------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS: $2,434,412 $1,041,349 $1,701,845 $1,921,092 $1,786,854 $40,648,388 $49,533,940
========== ========== ========== ========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
2
<PAGE>
TRUSTMARK NATIONAL BANK PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Sponsor
Participant Directed Directed
---------------------------------------------------------- -----------
Stable Income & Balanced Maximum Trustmark Profit
Value Growth Growth Growth Stock Sharing
Fund Fund Fund Fund Fund Trust Total
---------- ---------- ---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO PLAN NET ASSETS ATTRIBUTED TO:
Contributions:
Sponsor $ 7,686 $ 9,678 $ 16,748 $ 10,708 $ 3,875 $ 2,200,000 $ 2,248,695
Participant 209,219 153,924 293,240 602,730 327,031 - 1,586,144
---------- ---------- ---------- ---------- ---------- ----------- -----------
Total contributions 216,905 163,602 309,988 613,438 330,906 2,200,000 3,834,839
Investment income:
Net appreciation in fair value of investments 77 79,050 251,125 584,343 251,584 4,613,769 5,779,948
Interest 138,109 12,648 37,703 2,992 1,150 78,844 271,446
Dividends - Trustmark Corporation common stock - - - - 42,712 854,774 897,486
Dividends - Other - 34,009 16,014 29,660 - - 79,683
---------- ---------- ---------- ---------- ---------- ----------- -----------
Net investment income 138,186 125,707 304,842 616,995 295,446 5,547,387 7,028,563
Transfers between funds (353,085) (125,647) (84,051) 646,351 (83,033) (535) -
---------- ---------- ---------- ---------- ---------- ----------- -----------
Total additions 2,006 163,662 530,779 1,876,784 543,319 7,746,852 10,863,402
DEDUCTIONS FROM PLAN NET
ASSETS ATTRIBUTED TO:
Benefits paid to participants 165,622 18,408 95,295 49,326 47,864 1,481,179 1,857,694
---------- ---------- ---------- ---------- ---------- ----------- -----------
NET INCREASE (DECREASE) IN ASSETS
AVAILABLE FOR PLAN BENEFITS (163,616) 145,254 435,484 1,827,458 495,455 6,265,673 9,005,708
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 2,434,412 1,041,349 1,701,845 1,921,092 1,786,854 40,648,388 49,533,940
---------- ---------- ---------- ---------- ---------- ----------- -----------
End of year $2,270,796 $1,186,603 $2,137,329 $3,748,550 $2,282,309 $46,914,061 $58,539,648
========== ========== ========== ========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
3
<PAGE>
TRUSTMARK NATIONAL BANK PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
1. PLAN DESCRIPTION
The following description of the Trustmark National Bank Profit Sharing Plan
(the Plan) is provided for general information purposes only. Participants
should refer to the Plan agreement for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a defined contribution profit sharing plan established for the
employees of Trustmark National Bank (the Company). Employees who are active
participants in the Canton Exchange Bank Employee's Retirement Plan are
ineligible to participate in the Plan. The Plan provides eligibility for
participation on the next semiannual entry date (January 1st or July 1st)
following the completion of at least 1,000 hours of service during the
twelve-month period ending on the anniversary of a person's employment
commencement date.
PLAN ADMINISTRATION
Under a trust agreement, Trustmark National Bank was appointed trustee for the
Plan. The Plan Administrator is Trustmark National Bank.
EMPLOYEE CONTRIBUTIONS
The Plan allows participants to make voluntary before-tax salary deferral
contributions, through payroll deductions, to separately invested funds in
accordance with Section 401(k) of the Internal Revenue Code. If certain
requirements of Internal Revenue Code Section 401(k) are not met in Plan
operation, the salary deferral agreements of participants may, on a
nondiscriminatory and uniform basis, be amended or revoked to preserve the
qualified status of the Plan. Voluntary after-tax contributions by participants
are not allowed. Participants may direct investment of their voluntary
contributions among several investment options.
Employees can elect to contribute up to 15% of their pay each period not to
exceed $5,000 of their annual earnings before taxes. Any excess contributions
must be returned to the applicable participant by April 15 of the calendar year
following the year of excess contributions. In general, employee contributions
are not matched by the employer; however, former participants of the Rankin
County Bank 401(k) Plan are eligible for a 100% match of their contributions on
up to 3% of their annual compensation. The Plan does not allow rollover
contributions from individual retirement accounts or other qualified plans.
EMPLOYER CONTRIBUTIONS
The employer's basic contributions to the Plan are made at the discretion of the
Company's Board of Directors. The basic contributions are not to exceed the
maximum amount deductible under Section 404 of the Internal Revenue Code. The
employer may also make additional contributions to the Plan to preserve the
Plan's qualified status if certain requirements of Internal Revenue Code Section
401(k) are not met in Plan operation. These additional
4
<PAGE>
contributions are nonforfeitable and are not available for inservice
withdrawals. Employer contributions are primarily invested in Trustmark
Corporation common stock.
ALLOCATIONS
Basic employer contributions and forfeitures of terminated participants are
allocated to each participant in the proportion of each participant's total
units as of the allocation date to the total number of units for all
participants as of that date. Former participants of the Rankin County Bank
401(k) Plan who receive an employer matching contribution do not participate in
the allocation of the basic employer contribution or forfeitures. A
participant's units, with respect to any year, are computed as follows:
a. One unit is allocated for each year in which the participant has
completed at least 1,000 hours of service.
b. One unit is allocated for each full $100 of compensation received by
the participant during the year.
c. Compensation is consideration for services performed and actually
paid, including salary deferral contributions made under Section 125
and Section 401(k) of the Internal Revenue Code.
Additional employer contributions, if any, are allocated to each participant's
account in the proportion of his salary deferral contributions for the Plan year
to total salary deferral contributions made by all participants.
Investment earnings of the Plan's trust funds are allocated separately for
401(k) and profit sharing accounts. Allocations are based on the investment
earnings base multiplied by the calculated rate of return for the separate trust
accounts. The investment earnings base is calculated as beginning of the year
account balance plus one half of the current year salary deferral contributions
less withdrawals, forfeitures and transfers out.
VESTING
On the first day of the month coincident with or next following a participant's
sixty-fifth birthday, such participant is entitled to retire from active service
with the employer and 100% of the value of the participant's share of the Plan
becomes fully vested. A participant also vests 100% upon death or termination of
employment due to permanent disability.
A participant whose employment terminates for reasons other than retirement,
death or disability is entitled to the nonforfeitable percentage of the
participant's profit sharing account and 100% of his 401(k) contributions. The
nonforfeitable percentage is determined from the following schedule:
Years of
Vesting Service Nonforfeitable Percentage
--------------- -------------------------
Less than 5 0%
5 or more 100%
5
<PAGE>
In addition, the nonforfeitable percentage is 100% on and after the earliest
date on which a participant could retire.
In case of termination of the Plan, the value of each participant's share of the
Plan shall become fully vested as of the date of such termination.
PAYMENTS OF BENEFITS
On retirement, death, disability, or termination of service, a participant may
elect to receive a lump-sum distribution equal to his or her vested account
balance or a life annuity. In addition, hardship distributions are permitted if
certain criteria are met.
PLAN TERMINATION
The Company anticipates that the Plan will continue without interruption but
reserves the right to discontinue the Plan at its discretion. The net assets of
the Plan will be distributed by the trustee in accordance with the trust
agreement in a uniform and nondiscriminatory manner.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Plan's financial statements are prepared using the accrual basis of
accounting, with the exception of the payment of benefits, which are recognized
as a reduction in the net assets of the Plan as they are disbursed to
participants.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
VALUATION OF INVESTMENTS
Cash equivalents are stated at cost which approximates market value. Marketable
securities are stated at fair value. Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day of
the year. The Stable Value Fund invests a portion of its assets in Guaranteed
Investment Contracts (GICs) which are fully benefit-responsive and are recorded
at cost which approximates fair market value.
NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
Net appreciation in fair value of investments, as recorded in the accompanying
statement of changes in net assets available for plan benefits, includes changes
in fair value of investments acquired, sold or held during the year.
ADMINISTRATIVE FEES
Professional fees incurred by the Plan are paid by the Company.
6
<PAGE>
3. INVESTMENTS
The Plan's investments are held by a bank-administered trust fund. The following
table presents the fair value of those investments. Investments that represent 5
percent or more of the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
December 31,
1996 1995
----------- -----------
<S> <C> <C>
Investments at fair value as determined by quoted market price:
Trustmark Corporation Common Stock $45,710,739 $40,286,155
Performance Funds Trust Mutual Funds -
Short Term Fixed Income Fund 890,539 470,055
Intermediate Term Fixed Income Fund 506,107 375,088
Equity Fund 2,893,868 1,660,323
Mid-Cap Growth Fund 2,424,398 1,461,397
Investments at estimated fair value:
Trustmark National Bank Employee Benefit Stable Value Fund 2,225,042 2,717,338
Performance Funds Trust Money Market A 3,829,753 687,391
----------- -----------
Total investments $58,480,446 $47,657,747
=========== ===========
</TABLE>
During 1996, the Plan's investments (including investments bought and sold, as
well as held during the year) appreciated (depreciated) in value by $5,779,948
as follows:
Investments at fair value as determined by quoted market price:
Trustmark Corporation Common Stock $4,865,353
Performance Funds Trust Mutual Funds -
Short Term Fixed Income Fund (6,802)
Intermediate Term Fixed Income Fund (15,578)
Equity Fund 450,603
Mid-Cap Growth Fund 486,372
----------
Net appreciation in fair value of investments $5,779,948
==========
4. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated June 16, 1988, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has been amended since receiving the determination letter. However, the Plan
7
<PAGE>
administrator and the Plan's tax counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements of
the IRC.
5. PLAN AMENDMENTS
In 1996, a plan amendment was adopted that, effective January 1, 1997, renames
the Plan as the "Trustmark National Bank 401(k) Plan". Additionally, the
amendment calls for the spinoff of 100% of the employer profit sharing account
balance for each participant in order to establish an employee stock ownership
plan. The new plan will be named the "Trustmark National Bank Employee Stock
Ownership Plan". The renamed Plan will continue to operate under the existing
trust agreement as modified by this amendment. The amendment will also increase
the maximum allowable salary deferral contribution from a previous limit of
$5,000 to a new limit of $7,000 annually.
Effective, July 1, 1995 the Plan was amended to allow the Rankin County Bank
401(k) Plan to merge with the Plan. See Note 7.
6. RELATED PARTIES
Plan assets include investments held with the Company. These investments do not
constitute prohibited transactions as defined in ERISA Section 406(a). Trustmark
National Bank serves as the investment advisor for the Performance Funds Trust
Mutual Funds.
7. MERGER
As of July 1, 1995, the Rankin County Bank 401(k) Plan was merged into the
Trustmark National Bank Profit Sharing Plan. Rankin County Bank plan assets
totaling $1,823,201 were transferred to the Plan. The Rankin County Bank Plan
had been maintained as a separate plan for the former employees of the Rankin
County Bank since its acquisition by the Company in a merger effective September
7, 1987.
8
<PAGE>
TRUSTMARK NATIONAL BANK PROFIT SHARING PLAN
(EIN 64-0180810)
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Current
Identity Of Issuer Description Cost Value
- ---------------------------- ------------------------------------ ----------- -----------
<S> <C> <C> <C>
MONEY MARKET ACCOUNT
* Performance Funds Trust Money Market A $ 3,829,753 $ 3,829,753
FIXED INCOME MUTUAL FUNDS
* Performance Funds Trust Short Term Fixed Income Fund 890,181 890,539
* Performance Funds Trust Intermediate Term Fixed Income Fund 501,913 506,107
POOLED FUND
* Trustmark National Bank Employee Benefit Stable Value
Fund 2,225,042 2,225,042
COMMON STOCK
* Trustmark Corporation Common stock - 1,792,578 shares 10,108,132 45,710,739
EQUITY MUTUAL FUNDS
* Performance Funds Trust Equity Fund 2,361,076 2,893,868
* Performance Funds Trust Mid-Cap Growth Fund 1,924,186 2,424,398
----------- -----------
Total Assets Held for
Investment Purposes $21,840,283 $58,480,446
=========== ===========
</TABLE>
* Denotes related party based on the following relationships:
Trustmark National Bank serves as investment advisor for the Performance
Funds Trusts; Trustmark Corporation is the parent company of Trustmark
National Bank.
The accompanying notes are an integral part of this schedule.
9
<PAGE>
TRUSTMARK NATIONAL BANK PROFIT SHARING PLAN
(EIN 64-0180810)
ITEM 27d -- SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Total Total
Number of Number of Purchase Selling Cost of Net Gain/
Description Of Asset Purchases(1) Sales(1) Price Price Asset (Loss)
- ----------------------------- ------------ --------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
* Performance Funds Trust - 247 232 $7,768,712 $4,626,350 $4,626,350 $ -
Money Market A
</TABLE>
(1) No expenses were incurred by the Plan relative to these transactions.
* Denotes related party based on the following relationships:
Trustmark National Bank serves as investment advisor for the Performance
Funds Trusts; Trustmark Corporation is the parent company of Trustmark
National Bank.
The accompanying notes are an integral part of this schedule.
10
<PAGE>
TRUSTMARK NATIONAL BANK PROFIT SHARING PLAN
SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Purchase Selling Cost Net Gain (Loss)
Description of Transaction (1) Price Price of Asset on Transaction
- ------------------------------- ----------- ------- -------- ---------------
<S> <C> <C> <C> <C>
*247 Purchases of units in
Performance Funds Trust-
Money Market A $ 7,768,712 $ - $ - $ -
* 18 Purchases of shares in
Trustmark Employee
Benefit Stable Value Fund 210,599 - - -
* 46 Purchases of shares in
Performance Funds Trust-
Short Term Fixed Income
Fund 442,612 - - -
* 44 Purchases of shares in
Performance Funds Trust-
Intermediate Term Fixed
Income Fund 278,934 - - -
*113 Purchases of shares in
Performance Funds Trust-
Equity Fund 1,908,340 - - -
* 42 Purchases of shares in
Performance Funds Trust-
Mid-Cap Growth Fund 119,670 - - -
* Purchase of 47,071 shares of
Trustmark Corporation
(parent company of
Trustmark National Bank,
the Employer) common stock 1,094,818 - - -
</TABLE>
The accompanying notes are an integral part of this schedule.
11
<PAGE>
TRUSTMARK NATIONAL BANK PROFIT SHARING PLAN
SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
(CONTINUED)
<TABLE>
<CAPTION>
Purchase Selling Cost Net Gain (Loss)
Description of Transaction (1) Price Price of Asset on Transaction
- ------------------------------------- -------- ---------- ---------- ---------------
<S> <C> <C> <C> <C>
*232 Sales of shares in Performance
Fund Trust - Money Market A $ - $4,626,350 $4,626,350 $ -
* 5 Sales of shares in
Trustmark Employee
Benefit Stable Value Fund - 702,896 702,896 -
* 3 Sales of shares in
Performance Funds Trust-
Short Term Fixed Income
Fund - 15,326 15,350 (24)
* 5 Sales of shares in
Performance Funds Trust-
Intermediate Term Fixed
Income Fund - 132,260 131,457 803
* 16 Sales of shares in
Performance Funds Trust -
Equity Fund - 347,904 260,612 87,292
* 14 Sales of shares in
Performance Funds Trust-
Mid-Cap Growth Fund - 328,818 217,010 111,808
* Capital gains distributions
received from Performance
Funds Trusts - - - 91,716
</TABLE>
(1) No expenses were incurred by the Plan relative to these transactions.
* Denotes related party based on the following relationships:
Trustmark National Bank serves as investment advisor for Performance Funds
Trusts; Trustmark Corporation is the parent company of Trustmark National
Bank. These transactions are not prohibited transactions as defined by
ERISA Section 406(a).
The accompanying notes are an integral part of this schedule.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Plan
Administrator has duly caused this Annual Report to be signed on its behalf by
the undersigned thereunto duly authorized.
Trustmark National Bank Profit Sharing Plan
Trustmark National Bank, Plan Administrator
By: /s/Robert G. Spring
---------------------------
Robert G. Spring
Senior Vice President
Date: June 25, 1997
13
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------------------------------------
10 Amendment Number 4 to the Trustmark National Bank
Profit Sharing Plan
23 Consent of Independent Public Accountants
14
<PAGE>
AMENDMENT NUMBER 4
TO THE
TRUSTMARK NATIONAL BANK PROFIT SHARING PLAN
The Trustmark National Bank Profit Sharing Plan is hereby amended, effective
January 1, 1997, as follows:
1. The name of the Plan is changed to "Trustmark National Bank 401(k) Plan"
and, accordingly, any references in the Plan to Trustmark National Bank
Profit Sharing Plan are changed to Trustmark National Bank 401(k) Plan, and
Section 1.32 of the Plan is amended to read as follows:
1.32 "Plan" shall mean this Plan, entitled the "Trustmark National Bank
401(k) Plan," as it may be amended from time to time, and as in effect
on the relevant date to be interpreted hereunder.
2. Subsection (a) of Section 3.01 is amended to read as follows:
(a) Employer Basic Contribution. The Employer shall not make basic
contributions on behalf of Participants.
3. The third sentence of Section 3.02(a) is amended to read as follows:
Salary deferral contributions for any Plan Year may not exceed seven
thousand dollars ($7,000).
4. Subsection (a) of Section 4.01 is amended to read as follows:
(a) Employer Basic Contributions. The Employer shall not make basic
contributions on behalf of Participants.
5. Section 4.05 is amended to read as follows:
4.05 Separation of Forfeitures and Accounts by Employer.
All Employers which are members of a Controller Group shall be
considered a single Employer for purposes of allocating and/or
crediting Employer contributions and Forfeitures. Employer
contributions and Forfeitures for Employers which are not members of
the Controlled Group shall be administered separately.
Provided, however, that a single Trust Fund may be used for the
investment of the funds of the Plan.
<PAGE>
6. Section 4.08 is amended to read as follows:
4.08 Election of Investment Fund.
The Plan Administrator may direct the Trustee to establish, and the
Trustee at such direction shall establish, any number of separate
investment funds. If such separate investment funds are created, then
each Participant may direct the investment of the funds in such
Participant's Account among the available investment funds, in
accordance with rules established by the Committee. Such investment
funds shall remain a part of the Trust Fund, but shall be separately
invested, with all investment income on such investments credited to
the investment funds and all disbursements to, or on behalf of, the
Participant charged thereto. The Plan Administrator may, at its
election, designate one of the investment funds as the Employer Stock
Fund. Such investment fund, if established, shall be for the purpose
of investing primarily in the common stock of the Employer.
Each Participant shall elect to have his Participant contributions and
Employer contributions invested in the available investment funds in
any combination of whole percentages that totals one hundred percent
(100%).
All elections hereunder shall be effective for the entire amount of
both his Participant contributions and Employer contributions. The
form and manner of all elections under this section shall be
prescribed by the Committee.
A Participant may make, revise or revoke such election for the future
investment of contributions made under this Plan provided for under
this Section 4.08 as of the next Allocation Date, provided sufficient
notice is provided to allow the modification to be made. Such election
shall remain effective for all subsequent contributions allocated on
behalf of the Participant to the investment funds until the election
is effectively modified or revoked.
The transfer of existing balances in the Accounts of Participants
between investment funds shall be permitted once each allocation
period on the Allocation Date, provided sufficient notice is provided
to allow the modification to be made. Such election shall be made on
forms provided by the Committee and shall be in accordance with rules
and procedures established by the Committee; all other elections shall
be void. Notwithstanding the foregoing, the election by a participant
to transfer between the investment funds shall be subject to the rules
and procedures established by the Committee and to any limits or
restrictions imposed by mutual fund or other companies responsible for
the respective investment funds.
<PAGE>
7. Subsection (a) of Section 6.01 is amended to read as follows:
(1) In General. The normal form of payment shall be a single lump sum,
except that payment of a benefit attributable to a transfer of assets
from an Annuity Transfer Plan shall be made in conformance with
Section 6.01(b). In lieu of this normal form of payment, a Participant
may elect to have his benefit paid in accordance with one or more of
the following optional forms of payment, subject to Section 6.01(b) or
(c), if applicable:
(1) Paid in a single sum; or
(2) Paid in installments as nearly equal as practicable for a period
not to exceed the Participant's life expectancy or the life
expectancy of the Participant and his Beneficiary. Not more
frequently than once per Plan Year, the Retired Participant may
elect to change the amount of the installment payments. The
Retired Participant or, if the Retired Participant is deceased,
the Beneficiary may nevertheless, as of any subsequent date,
elect to have the balance then remaining paid in a single sum;
(3) Applied to the purchase of a nontransferable, immediate life
annuity contract. Such annuity may not be in any form that will
provide for payments over a period extending beyond the period
described in Section 6.03(c) hereof. This optional form number
(3) shall be available only for the value of Account balances in
the Plan as of December 31, 1996; or
(4) Paid or applied as a combination of single sums, on the dates and
in the amounts selected by the Retired Participant, subject to a
minimum for any single distribution of five hundred dollars
($500). Not more than one (1) such distribution may be elected
in any single Plan Year.
Such election must be in writing, in such form as the Committee shall
uniformly and nondiscriminatorily require, and may be submitted at any
time during the ninety (90) day period preceding the first day of the
first period for which an amount is paid as a benefit and following
the date which the Participant is provided with information concerning
the optional forms of benefit and the Participant's right, if any, to
defer payment of his benefit. Such notice shall be provided at least
thirty (30) and no more than ninety (90) days before the first day of
the period described in the preceding sentence. If a distribution is
one to which sections 401(a)(11) and 417 of the Code do not apply,
such distribution may commence less than thirty (30) days after the
notice required under section 1.411(a)-11(c) of the Income Tax
Regulations is given, provided that:
<PAGE>
(i) the Plan Administrator clearly informs the Participant that
the Participant has a right to a period of at least thirty
(30) days after receiving the notice to consider the
decision of whether or not to elect a distribution (and, if
applicable, a particular distribution option), and
(ii) the Participant, after receiving the notice, affirmatively
elects a distribution.
If the Retired Participant does not elect an option, such benefits
shall be paid or applied in accordance with the option described in
(a) above.
8. Section 6.05 is amended to read as follows:
6.05 Single Sum Distribution of Small Benefits.
In the event that a Retired Participant or Beneficiary shall become
entitled to receive any benefit under the Plan, and the value of the
nonforfeitable benefit is not greater than (or at the time of any
prior distribution was not greater than) three thousand five hundred
dollars ($3,500), the benefit shall be paid to such person in a single
sum before the end of the second Plan Year following the Plan Year
during which the Participant ceases to participate in the Plan.
Provided, however, that the foregoing shall be subject to the
provisions of Section 6.06 hereof regarding direct rollover of
eligible rollover distributions as provided therein.
Payment under this section shall be in lieu of the form of benefit
otherwise payable under any provision of this Plan.
9. The second paragraph of Section 8.02 is amended to read as follows:
For purposes of this Section, if the value of an Employee's vested
account balance is zero, the former Participant shall be deemed to
have received a distribution of such vested account balance and the
Employer Account shall be treated as a Forfeiture as of the last day
of the Plan Year in which such Employee terminates Service.
10. The last paragraph of Section 8.02 is amended to read as follows:
Any Forfeitures remaining after the reinstatements described above
shall be applied to reduce future Employer contributions or
administrative expenses of the Plan.
11. The second sentence of Section 8.03 is amended to read as follows:
Notwithstanding the above, such former Participant may elect an
earlier commencement date.
<PAGE>
12. Subsection (f) of Section 10.02 is amended to read as follows:
(f) The Trustee may invest up to one hundred percent (100%) of the Trust
Fund in Qualifying Employer Securities. Furthermore, the Trustee
shall, at the direction of the Chief Executive Officer of the Sponsor,
invest up to one hundred percent (100%) of the portion of the Trust
Fund which is not directed by Participants pursuant to Section 4.08,
and which is not attributable to salary deferral contributions,
voluntary Participant contributions, rollover contributions and
trustee-to-trustee transfers in Qualifying Employer Securities. The
Chief Executive Officer is authorized to issue such direction at his
discretion. For purposes of this section, the term Qualifying Employer
Securities shall mean Employer securities (or securities of a member
of the Controlled Group of the Employer) which are stock or marketable
obligations, such as bonds, debentures, notes or certificates, or
other evidence of indebtedness, as defined in Section 401(d)(5) of
ERISA.
13. Subsection (k) of Section 10.02 is amended to read as follows:
(k) Except as otherwise provided herein, the Trustee may, through any duly
authorized officer or proxy, vote any share of stock which the Trustee
may own from time to time. On any matter which involves a sale of
substantially all of the assets or the stock of Trustmark National
Bank ("the Bank") or a transfer of a majority or more of the stock of
the Bank through merger, consolidation or other means in which control
of the Bank is transferred to another party, each Participant or
Beneficiary shall be entitled to direct the Trustee to vote a certain
number of shares of stock of the Bank determined under the following
formula: multiply the total number of Bank shares held by the Trustee
by a fraction the numerator of which is the Employer Account balance
of such Participant or Beneficiary invested in the fund or funds
holding Bank stock and the denominator of which is the total Employer
Account balances of all Participants and Beneficiaries invested in the
fund or funds holding bank stock.
14. Section 14.14 is amended to read as follows:
14.14 Entire Plan.
This Plan constitutes the entire qualified 401(k) savings plan of the
Sponsor, and no modifications or alterations to this Plan shall be
enforceable unless properly and validly made pursuant to the amendment
provisions of Article 11 hereof.
<PAGE>
IN WITNESS WHEREOF, this Amendment Number 4 to the Trustmark National Bank
Profit Sharing Plan, herein renamed the Trustmark National Bank 401(k) Plan, is
hereby executed by its duly authorized officer this 11th day of December, 1996.
TRUSTMARK NATIONAL BANK
By: /s/ Robert G. Spring
------------------------
Robert G. Spring
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in Trustmark National Bank Profit Sharing Plan's Form 11-K for
the year ended December 31, 1996, into the Company's previously filed
Registration Statement File No. 333-7141 on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Jackson, Mississippi,
June 23, 1997.
