<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, 1997
[ ] 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 401(k) 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 401(K) PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH AUDITORS' REPORT
<PAGE>
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
Trustmark National Bank
401(k) Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Trustmark National Bank 401(k) Plan (the Plan) as of December
31, 1997 and 1996, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 1997. These financial
statements and the 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, 1997 and 1996, and the changes in its net assets available for
plan benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audits were made 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 purposes 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,
June 19, 1998.
<PAGE>
TRUSTMARK NATIONAL BANK 401(K) PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
Financial Statements Page
----
<S> <C>
Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1997 1
Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1996 2
Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the Year Ended
December 31, 1997 3
Notes to Financial Statements 4-8
Schedules Supporting Financial Statements
Item 27a -- Schedule of Assets Held for Investment Purposes as of December 31, 1997 9
Item 27d -- Schedule of Reportable Transactions for the Year Ended December 31, 1997 10
Schedule of Party-In-Interest Transactions for the Year Ended December 31, 1997 11-12
Signatures 13
Exhibit Index 14
</TABLE>
<PAGE>
TRUSTMARK NATIONAL BANK 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------
Stable Income & Balanced Maximum Trustmark
Value Growth Growth Growth Stock
Fund Fund Fund Fund Fund Total
----------- ----------- ----------- ----------- ----------- -----------
ASSETS:
Receivables:
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 12,388 $ 5,271 $ 8,072 $ 1,534 $ 86 $ 27,351
Sponsor contributions 3,090 3,893 8,544 7,401 1,948 24,876
Participant contributions 16 15 17 -- -- 48
Other -- -- 3,100 7,201 6,413 16,714
----------- ----------- ----------- ----------- ----------- -----------
Total receivables 15,494 9,179 19,733 16,136 8,447 68,989
Investments, at fair value:
Money market account 309,425 111,762 111,158 32,356 22,192 586,893
Fixed income mutual funds -- 975,720 1,424,917 -- -- 2,400,637
Pooled funds 2,077,084 -- -- -- -- 2,077,084
Common stock of Trustmark Corporation -- -- -- -- 5,161,361 5,161,361
Equity mutual funds -- 537,649 2,706,206 6,102,551 -- 9,346,406
----------- ----------- ----------- ----------- ----------- -----------
Total investments 2,386,509 1,625,131 4,242,281 6,134,907 5,183,553 19,572,381
Accrued transfers between funds (294,563) (130,663) (93,320) 59,136 459,410 --
----------- ----------- ----------- ----------- ----------- -----------
Total Assets 2,107,440 1,503,647 4,168,694 6,210,179 5,651,410 19,641,370
LIABILITIES:
Other 97 159 312 499 223 1,290
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS: $ 2,107,343 $ 1,503,488 $ 4,168,382 $ 6,209,680 $ 5,651,187 $19,640,080
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
1
<PAGE>
TRUSTMARK NATIONAL BANK 401(K) 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
---------- ---------- ---------- ---------- ---------- ----------- -----------
ASSETS:
Receivables:
<S> <C> <C> <C> <C> <C> <C> <C>
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 Corp -- -- -- -- 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.
2
<PAGE>
TRUSTMARK NATIONAL BANK 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1997
<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
---------- ---------- ---------- ---------- ---------- ------------ -----------
ADDITIONS TO PLAN NET ASSETS ATTRIBUTED TO:
Contributions:
<S> <C> <C> <C> <C> <C> <C> <C>
Sponsor $ 6,697 $ 7,668 $ 16,618 $ 14,392 $ 3,733 $ -- $ 49,108
Participant 198,049 146,626 355,307 925,205 436,860 -- 2,062,047
---------- ---------- ---------- ---------- ---------- ------------ -----------
Total contributions 204,746 154,294 371,925 939,597 440,593 -- 2,111,155
Investment income:
Net appreciation in fair
value of investments -- 129,647 428,244 1,179,842 2,235,392 -- 3,973,125
Interest 1,141 959 2,178 2,253 1,669 -- 8,200
Dividends - Trustmark
Corporation common stock -- -- -- -- 59,015 -- 59,015
Dividends - Other 146,961 55,836 73,740 38,224 -- -- 314,761
---------- ---------- ---------- ---------- ---------- ------------ -----------
Net investment income 148,102 186,442 504,162 1,220,319 2,296,076 -- 4,355,101
Transfers between funds (379,961) (141,451) (122,742) 201,909 442,245 -- --
Transfers from other plans 162,339 152,892 1,348,105 252,051 280,066 -- 2,195,453
---------- ---------- ---------- ---------- ---------- ------------ -----------
Total additions 135,226 352,177 2,101,450 2,613,876 3,458,980 -- 8,661,709
DEDUCTIONS FROM PLAN NET ASSETS
ATTRIBUTED TO:
Transfers to other plans (See Note 1) -- -- -- -- -- 46,914,061 46,914,061
Benefits paid to participants 298,679 35,292 70,397 152,746 90,102 -- 647,216
---------- ---------- ---------- ---------- ---------- ------------ -----------
Total deductions 298,679 35,292 70,397 152,746 90,102 46,914,061 47,561,277
NET INCREASE (DECREASE) IN ASSETS
AVAILABLE FOR PLAN BENEFITS (163,453) 316,885 2,031,053 2,461,130 3,368,878 (46,914,061) (38,899,568)
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 2,270,796 1,186,603 2,137,329 3,748,550 2,282,309 46,914,061 58,539,648
---------- ---------- ---------- ---------- ---------- ------------ -----------
End of year $2,107,343 $1,503,488 $4,168,382 $6,209,680 $5,651,187 $ -- $19,640,080
========== ========== ========== ========== ========== ============ ===========
</TABLE>
The accompanying notes are an integral part of this statement.
3
<PAGE>
TRUSTMARK NATIONAL BANK 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
1. PLAN DESCRIPTION
The following description of the Trustmark National Bank 401(k) 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 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.
Effective January 1, 1997 the Plan name was changed from "Trustmark National
Bank Profit Sharing Plan" to "Trustmark National Bank 401(k) Plan." On that
date, 100% of the sponsor directed Profit Sharing Trust was spun off to
establish an employee stock ownership plan. The balance in this account is
listed under the caption "Transfer to other plans" in the accompanying Statement
of Changes in Net Assets Available for Plan Benefits.
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 $7,000 of their annual earnings before taxes. Any excess contributions
must be returned to the applicable participant by March 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.
4
<PAGE>
Allocations
Employee contributions are allocated directly to each participant's account.
Investment earnings of the Plan's trust funds are allocated 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 and transfers out.
Forfeitures of non-vested employer match accounts are used to reduce the
employer match contribution.
Vesting
On the first day of the month coincident with or 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.
Participants are immediately vested in their voluntary contributions and vest in
their employer match contributions as shown in the following schedule:
Years of
Vesting Service Vested Percentage
--------------- -----------------
Less than 5 0%
5 or more 100%
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.
Payment 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. In the event of
termination, the Plan's net assets would be distributed by the trustee in
accordance with the trust agreement in a uniform and nondiscriminatory manner.
5
<PAGE>
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, liabilities, and changes therein, and
disclosure of contingent assets and liabilities. 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,
1997 1996
----------- -----------
Investments at fair value as determined by quoted market price:
<S> <C> <C>
Trustmark Corporation Common Stock $ 5,161,361 $45,710,739
Performance Funds Trust Mutual Funds -
Short Term Fixed Income Fund 1,061,716 890,539
Intermediate Term Fixed Income Fund 1,338,921 506,107
Equity Fund 2,784,985 2,893,868
Small Cap Growth Fund 2,310,691 --
Mid-Cap Growth Fund 4,250,730 2,424,398
Investments at estimated fair value:
Trustmark National Bank Employee Benefit Stable Value
Fund 2,077,084 2,225,042
Performance Funds Trust Money Market A 586,893 3,829,753
----------- -----------
Total investments $19,572,381 $58,480,446
=========== ===========
</TABLE>
During 1997, the Plan's investments (including investments bought and sold, as
well as held during the year) appreciated (depreciated) in value by $3,973,125
as follows:
Investments at fair value as determined by quoted market price:
Trustmark Corporation Common Stock $ 2,235,392
Performance Funds Trust Mutual Funds -
Short Term Fixed Income Fund 3,841
Intermediate Term Fixed Income Fund 37,622
Equity Fund 901,086
Small Cap Growth Fund
(159,434)
Mid-Cap Growth Fund 954,618
-----------
Net appreciation in fair value of investments $ 3,973,125
===========
4. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated June 11, 1998, that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code.
7
<PAGE>
5. 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.
6. MERGERS
As of March 1, 1997, the National Bank of Commerce of Corinth ("NBC Corinth")
401(k) Plan was merged into the Trustmark National Bank 401(k) Plan. NBC Corinth
plan assets totaling $1,064,251 were transferred to the Plan.
As of September 19, 1997, the Perry County Bank Profit Sharing Plan was merged
into the Trustmark National Bank 401(k) Plan. Perry County Bank plan assets
totaling $1,131,202 were transferred to the Plan.
8
<PAGE>
TRUSTMARK NATIONAL BANK 401(K) PLAN
(EIN 64-0180810)
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Current
Identity of Issuer Description Cost Value
- ------------------------------- ----------------------------------- ----------- -----------
<S> <C> <C> <C>
Money Market Account
* Performance Funds Trust Money Market A $ 586,893 $ 586,893
Fixed Income Mutual Funds
* Performance Funds Trust Short Term Fixed Income Fund 1,057,506 1,061,716
* Performance Funds Trust Intermediate Term Fixed Income Fund 1,299,941 1,338,921
Pooled Fund
* Trustmark National Bank Employee Benefit Stable Value Fund 2,077,084 2,077,084
Common Stock
* Trustmark Corporation Common stock - 111,597 shares 2,372,203 5,161,361
Equity Mutual Funds
* Performance Funds Trust Equity Fund 2,287,239 2,784,985
* Performance Funds Trust Small Cap Growth Fund 2,469,645 2,310,691
* Trustmark Corporation Mid-Cap Growth Fund 3,380,567 4,250,730
----------- -----------
Total Assets Held for
Investment Purposes $15,531,078 $19,572,381
=========== ===========
</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.
9
<PAGE>
TRUSTMARK NATIONAL BANK 401(K) PLAN
(EIN 64-0180810)
ITEM 27d -- SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<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 - 251 240 $5,029,812 $4,735,304 $4,735,304 $ -
Money Market A
* Performance Funds Trust - 48 8 635,231 467,895 467,906 (11)
Short Term Fixed Income Fund
* Performance Funds Trust - 52 3 888,964 93,772 90,936 2,836
Intermediate Term Fixed Income Fund
* Performance Funds Trust - 74 21 1,574,632 2,561,740 1,648,469 913,271
Equity Fund
* Performance Funds Trust - 26 1 2,475,230 5,105 5,585 (480)
Small Cap Growth Fund
* Performance Funds Trust - 75 14 2,043,426 958,323 587,045 371,278
Mid-Cap Growth Fund
* Trustmark Corporation 22 1 647,969 41,615 31,824 9,791
Common Stock
(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.
10
<PAGE>
TRUSTMARK NATIONAL BANK 401(K) PLAN
SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
Purchase Selling Cost Net Gain (Loss)
Description of Transaction (1) Price Price of Asset on Transaction
- ----------------------------------------------- ---------- ---------- ---------- ----------------
* 251 Purchases of units in
Performance Funds Trust-Money
Market A $5,029,812 $ - $ - $ -
* 17 Purchases of shares in Trustmark
Employee Benefit Stable Value
Fund 415,202 - - -
* 48 Purchases of shares in
Performance Funds Trust-Short
Term Fixed Income Fund
635,231 - - -
* 52 Purchases of shares in
Performance Funds Trust-
Intermediate Term Fixed Income
Fund 888,964 - - -
* 74 Purchases of shares in
Performance Funds Trust-Equity
Fund 1,574,632 - - -
* 26 Purchases of shares in
Performance Funds Trust-
Small Cap Growth Fund 2,475,230 - - -
* 75 Purchases of shares in
Performance Funds Trust-Mid-
Cap Growth Fund 2,043,426 - - -
* 22 Purchase of 22,253 shares of
Trustmark Corporation (parent
company of Trustmark National
Bank, the Employer) common
stock 647,969 - - -
* 240 Sales of shares in Performance Fund
Trust - Money Market A - 4,735,304 4,735,304 -
11
<PAGE>
TRUSTMARK NATIONAL BANK 401(K) PLAN
SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
(continued)
Purchase Selling Cost of Net Gain (Loss)
Description of Transaction (1) Price Price Asset On Transaction
--------------------------- -------- ---------- ---------- --------------
* 8 Sales of shares in Trustmark
Employee Benefit Stable Value $ - $ 563,160 $ 563,160 $ -
Fund
* 8 Sales of shares in Performance
Funds Trust-Short Term Fixed
Income Fund
- 467,895 467,906 (11)
* 3 Sales of shares in Performance
Funds Trust-Intermediate Term
Fixed Income Fund
- 93,772 90,936 2,836
* 21 Sales of shares in Performance
Funds Trust - Equity Fund
- 2,561,740 1,648,469 913,271
* 1 Sale of shares in Performance
Funds Trust-Small Cap Growth
Fund - 5,105 5,585 (480)
* 14 Sales of shares in Performance
Funds Trust-Mid-Cap Growth
Fund - 958,323 587,045 371,278
* Sale of 1,632 shares of
Trustmark Corporation (parent
company of Trustmark National - 41,615 31,824 9,791
Bank, the Employer) common
stock
* Capital gains distributions
received from Performance
Funds Trusts - - - 236,250
</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).
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Plan
Administrator has duly caused this Annul Report to be signed on its behalf by
the undersigned thereunto duly authorized.
Trustmark National Bank 401(k) Plan
Trustmark National Bank, Plan Administrator
By: /s/Robert G. Spring
------------------------
Robert G. Spring
Senior Vice President
June 26, 1998
13
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------------------------------------
23 Consent of Independent Public Accountants
14
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report on the Trustmark National Bank 401(k) Plan dated June
19, 1998, into the Company's previously filed Registration Statements on Form
S-8 (File Nos. 333-35889 and 333-07141).
/s/ ARTHUR ANDERSEN LLP
Jackson, Mississippi.
June 26, 1998
