<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, 1998
[ ] 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, 1998 AND 1997
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, 1998 and 1997, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 1998. 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, 1998 and 1997, and the changes in its net assets available for
plan benefits for the year ended December 31, 1998, 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 Employment Retirement Income Security Act of
1974. The Fund Information in the statement 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 25, 1999.
<PAGE>
TRUSTMARK NATIONAL BANK 401(k) PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
Financial Statements Page
------
Statement of Net Assets Available for Plan Benefits with
Fund Information as of December 31, 1998 1
Statement of Net Assets Available for Plan Benefits with
Fund Information as of December 31, 1997 2
Statement of Changes in Net Assets Available for Plan
Benefits with Fund Information for the Year Ended
December 31, 1998 3
Notes to Financial Statements 4-7
Schedules Supporting Financial Statements
Item 27a -- Schedule of Assets Held for Investment
Purposes as of December 31, 1998 8
Item 27d -- Schedule of Reportable Transactions
for the Year Ended December 31, 1998 9
Schedule of Party-In-Interest Transactions for the
Year Ended December 31, 1998 10-11
<PAGE>
TRUSTMARK NATIONAL BANK 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------
Capital Short Term Intermediate Large Cap Mid Cap Small Cap
Preservation Govt Inst Govt Inst Equity Equity Equity
Fund Fund Fund Fund Fund Fund
------------ ---------- ------------ ---------- ---------- ----------
ASSETS:
Receivables:
<S> <C> <C> <C> <C> <C> <C>
Sponsor contributions $ 1,888 $ 1,243 $ 1,255 $ 6,150 $ 4,619 $ 1,888
Participant contributions 4,499 2,731 3,405 25,711 23,524 10,657
------------ ---------- ------------ ---------- ---------- ----------
Total receivables 6,387 3,974 4,660 31,861 28,143 12,545
Investments, at fair value:
Money market account 2,573,027 - - - - -
Fixed income mutual funds - 1,502,667 1,413,704 - - -
Common stock of
Trustmark Corporation - - - - - -
Equity mutual funds - - - 4,017,199 5,011,152 2,430,661
------------ ---------- ------------ ---------- ---------- ----------
Total investments 2,573,027 1,502,667 1,413,704 4,017,199 5,011,152 2,430,661
------------ ---------- ------------ ---------- ---------- ----------
Total Assets 2,579,414 1,506,641 1,418,364 4,049,060 5,039,295 2,443,206
LIABILITIES: - - - - - -
------------ ---------- ------------ ---------- ---------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS: 2,579,414 $1,506,641 $ 1,418,364 $4,049,060 $5,039,295 $2,443,206
============ ========== ============ ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
TRUSTMARK NATIONAL BANK 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998
(Continued)
<TABLE>
<CAPTION>
Participant Directed
---------------------
Templeton Trustmark Frontier
Foreign Stock Contribution
Fund Fund Account Total
--------- ---------- ------------ -----------
ASSETS:
Receivables:
<S> <C> <C> <C> <C>
Sponsor contributions $ - $ 8,109 $ - $ 25,152
Participant contributions - 28,306 - 98,833
--------- ---------- ------------ -----------
Total receivables - 36,415 - 123,985
Investments, at fair value:
Money market account - - 2,504,852 5,077,879
Fixed income mutual funds - - - 2,916,371
Common stock of
Trustmark Corporation - 6,088,462 - 6,088,462
Equity mutual funds 41,430 - - 11,500,442
--------- ---------- ------------ -----------
Total investments 41,430 6,088,462 2,504,852 25,583,154
--------- ---------- ------------ -----------
Total Assets 41,430 6,124,877 2,504,852 25,707,139
LIABILITIES: - - - -
--------- ---------- ------------ -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS: $ 41,430 $6,124,877 $ 2,504,852 $25,707,139
========= ========== ============ ===========
</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
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.
2
<PAGE>
TRUSTMARK NATIONAL BANK 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Pre-Conversion
Participant Directed
----------------------------------------------------------------------
Stable Income & Balanced Maximum Trustmark
Value Growth Growth Growth Stock
Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- -----------
ADDITIONS TO PLAN NET
ASSETS ATTRIBUTED TO:
Contributions:
<S> <C> <C> <C> <C> <C>
Sponsor $ -- $ -- $ -- $ -- $ --
Participant 74,426 69,744 191,394 541,484 313,558
----------- ----------- ----------- ----------- -----------
Total contributions 74,426 69,744 191,394 541,484 313,558
Investment income:
Net appreciation (depreciation)
in fair value of investments -- 83,769 385,660 743,425 (811,767)
Interest 892 391 665 938 1,648
Dividends- Company stock -- -- -- -- 42,834
Dividends- other 86,964 33,816 54,515 11,249 --
----------- ----------- ----------- ----------- -----------
Net investment income 87,856 117,976 440,840 755,612 (767,285)
Transfers between funds 5,426 (6,678) 439 459 354
Conversion transfers -- -- -- -- --
Transfers from other plans 373,488 160,898 357,090 434,792 435,943
----------- ----------- ----------- ----------- -----------
Net additions 541,196 341,940 989,763 1,732,347 (17,430)
DEDUCTIONS FROM PLAN NET
ASSETS ATTRIBUTED TO:
Conversion transfers 2,320,384 1,776,319 5,032,256 7,753,542 5,437,430
Expenses 6,653 36 39 -- 26,125
Benefits paid to participants 321,502 69,073 125,850 188,485 170,202
----------- ----------- ----------- ----------- -----------
Net deductions 2,648,539 1,845,428 5,158,145 7,942,027 5,633,757
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS (2,107,343) (1,503,488) (4,168,382) (6,209,680) (5,651,187)
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Beginning of year 2,107,343 1,503,488 4,168,382 6,209,680 5,651,187
----------- ----------- ----------- ----------- -----------
End of year $ -- $ -- $ -- $ -- $ --
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
TRUSTMARK NATIONAL BANK 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1998
(Continued)
<TABLE>
<CAPTION>
Post-Conversion
Participant Directed
--------------------------------------------------------------------------------------
Capital Short Term Intermediate Large Cap Mid Cap Small Cap
Preservation Govt Inst Govt Inst Equity Equity Equity
Fund Fund Fund Fund Fund Fund
------------- ----------- ----------- ----------- ----------- -----------
ADDITIONS TO PLAN NET
ASSETS ATTRIBUTED TO:
Contributions:
<S> <C> <C> <C> <C> <C> <C>
Sponsor $ 5,290 $ 3,556 $ 3,414 $ 10,156 $ 9,965 $ 4,885
Participant 64,118 33,467 47,180 376,627 340,876 163,637
------------- ----------- ----------- ----------- ----------- -----------
Total contributions 69,408 37,023 50,594 386,783 350,841 168,522
Investment income:
Net appreciation (depreciation)
in fair value of investments -- 9,697 28,772 125,873 (138,208) (317,295
Interest 48,771 -- -- -- -- --
Dividends- Company stock -- -- -- -- -- --
Dividends- other -- 35,426 33,329 10,952 10,097 --
------------- ----------- ----------- ----------- ----------- -----------
Net investment income 48,771 45,123 62,101 136,825 (128,111) (317,295
Transfers between funds 460,566 (46,500) (11,921) (21,922) (273,425) (117,831
Conversion transfers 2,320,384 1,534,659 1,366,204 3,660,631 5,225,488 2,775,135
Transfers from other plans -- -- -- -- -- --
------------- ----------- ----------- ----------- ----------- -----------
Net additions 2,899,129 1,570,305 1,466,978 4,162,317 5,174,793 2,508,531
DEDUCTIONS FROM PLAN NET
ASSETS ATTRIBUTED TO:
Conversion transfers -- -- -- -- -- --
Expenses -- -- -- -- -- --
Benefits paid to participants 319,715 63,664 48,614 113,257 135,498 65,325
------------- ----------- ----------- ----------- ----------- -----------
Net deductions 319,715 63,664 48,614 113,257 135,498 65,325
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS 2,579,414 1,506,641 1,418,364 4,049,060 5,039,295 2,443,206
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Beginning of year -- -- -- -- -- --
------------- ----------- ----------- ----------- ----------- -----------
End of year $ 2,579,414 $ 1,506,641 $ 1,418,364 $ 4,049,060 $ 5,039,295 $ 2,443,206
============= =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
TRUSTMARK NATIONAL BANK 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1998
(Continued)
<TABLE>
<CAPTION>
Post-Conversion
------------------------------------------------------
Participant Directed
-------------------------
Templeton Trustmark Frontier
Foreign Stock Contribution
Fund Fund Account Total
------------ ----------- ----------- -----------
ADDITIONS TO PLAN NET
ASSETS ATTRIBUTED TO:
Contributions:
<S> <C> <C> <C> <C>
Sponsor $ -- $ 12,171 $ 2,500,076 $ 2,549,513
Participant 40,476 465,296 -- 2,722,283
------------ ----------- ----------- -----------
Total contributions 40,476 477,467 2,500,076 5,271,796
Investment income:
Net appreciation (depreciation)
in fair value of investments 1,143 607,836 -- 718,905
Interest -- -- 6,539 59,844
Dividends- Company stock -- -- -- 42,834
Dividends- other 694 -- -- 277,042
------------ ----------- ----------- -----------
Net investment income 1,837 607,836 6,539 1,098,625
Transfers between funds 3,579 9,217 (1,763) --
Conversion transfers -- 5,437,430 -- 22,319,931
Transfers from other plans -- -- -- 1,762,211
------------ ----------- ----------- -----------
Net additions 45,892 6,531,950 2,504,852 30,452,563
DEDUCTIONS FROM PLAN NET
ASSETS ATTRIBUTED TO:
Conversion transfers -- -- -- 22,319,931
Expenses -- -- -- 32,853
Benefits paid to participants 4,462 407,073 -- 2,032,720
------------ ----------- ----------- -----------
Net deductions 4,462 407,073 -- 24,385,504
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS 41,430 6,124,877 2,504,852 6,067,059
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Beginning of year -- -- -- 19,640,080
------------ ----------- ----------- -----------
End of year $ 41,430 $ 6,124,877 $ 2,504,852 $25,707,139
============ =========== =========== ===========
</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, 1998 AND 1997
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 in order to
establish the Trustmark National Bank Employee Stock Ownership Plan (ESOP).
Effective April 30, 1999, the ESOP was merged into the Plan.
Plan Administration
Under a trust agreement, Trustmark National Bank was appointed trustee for the
Plan through June 30, 1998. Effective July 1, 1998, the Plan's record keeping
and trust functions were transferred to Bisys Plan Services and Frontier and
Reliance Trusts, respectively. In connection with this transfer, the Plan's
existing investment options were converted to individual funds. 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 ss. 401(k) of the Internal Revenue Code. If certain requirements
of Internal Revenue Code ss. 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 April 15 of the calendar year
following the year of excess contributions. The Plan does not allow rollover
contributions from individual retirement accounts or other qualified plans.
Employer 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 company contributed $2,500,000 to the Plan in 1998. This contribution was
allocated in 1999 to ESOP participants based upon the proportion of each
participant's compensation as of December 31, 1998 to the total compensation for
all participants as of that date. The Plan was amended to allow safe-harbor
contributions, as defined in the Internal Revenue Code, and to increase the
maximum allowable salary deferral contribution from $7,000 to the maximum
allowed by law ($10,000 for 1999).
4
<PAGE>
TRUSTMARK NATIONAL BANK 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
DECEMBER 31, 1998 AND 1997
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
safe-harbor employer 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.
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.
5
<PAGE>
TRUSTMARK NATIONAL BANK 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
DECEMBER 31, 1998 AND 1997
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
disclosures 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.
3. INVESTMENTS
The fair value of individual investments that represent 5 percent or more of the
Plan's net assets as of December 31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
December 31,
-------------------------
1998 1997
----------- -----------
Investments at fair value as determined by quoted market price:
<S> <C> <C>
Trustmark Stock Fund $ 6,088,462 $ 5,161,361
Performance Funds Trust Mutual Funds-
Short Term Govt. Inst. Fund 1,502,667 1,061,716
Intermediate Term Govt. Inst. Fund 1,413,704 1,338,921
Large Cap Equity Fund 4,017,199 2,784,985
Small Cap Equity Fund 2,430,661 2,310,691
Mid Cap Equity Fund 5,011,152 4,250,730
Templeton Foreign Fund 41,430 --
Investments at estimated fair value:
Trustmark National Bank Employee Benefit Stable Value Fund -- 2,077,084
Federated Capital Preservation Fund 2,573,027 --
Frontier Trust Contribution Account 2,504,852 --
Performance Funds Trust Money Market A -- 586,893
----------- -----------
Total investments $25,583,154 $19,572,381
=========== ===========
</TABLE>
6
<PAGE>
TRUSTMARK NATIONAL BANK 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
DECEMBER 31, 1998 AND 1997
During 1998, the Plan's investments (including investments bought and sold, as
well as held during the year) appreciated in value by $ 718,904 as follows:
Investments at fair value as determined by quoted market
price:
Trustmark Stock Fund $(203,931)
Performance Funds Trust Mutual Funds-
Short Term Govt. Inst. Fund 12,295
Intermediate Term Govt. Inst. Fund 37,389
Large Cap Equity Fund 815,760
Small Cap Equity Fund (134,294)
Mid Cap Equity Fund 190,542
Templeton Foreign Fund 1,143
=========
Net appreciation in fair value of investments $ 718,904
=========
4. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated June 1, 1998, 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
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. 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 Corinth (NBC Corinth) 401(k) Plan was
merged into the 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 Plan. Perry County Bank plan assets totaling $1,131,202 were
transferred to the Plan.
As of March 13, 1998 the Smith County Bank Profit Sharing Plan was merged into
the Plan. Smith County Bank plan assets totaling $1,766,177 were transferred to
the Plan.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
As of December 31, 1998, the Plan had approximately $72,000 of pending
distributions to participants who elected to withdraw from the Plan. This amount
is recorded as a liability in the Plan's Form 5500; however, this amount is not
recorded as a liability in the accompanying statement of changes in net assets
available for plan benefits in accordance with generally accepted accounting
principles.
The following table reconciles net assets available for plan benefits per the
financial statements to the Form 5500 as filed by the Company for the year ended
December 31, 1998:
Net Assets
Available
Benefits Benefits for Plan
Payable Paid Benefits
--------- ---------- -----------
Per financial statements $ -- $2,032,720 $25,707,139
1998 amounts pending
distribution to participants 72,000 72,000 (72,000)
--------- ---------- -----------
Per 5500 $ 72,000 $2,104,720 $25,635,139
========= ========== ============
7
<PAGE>
TRUSTMARK NATIONAL BANK 401(k) PLAN
(EIN 64-0180810)
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<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)
---------------------------- ------------ ------------ -------------- -------------- -------------- -------------
* Performance Funds Trust-
<S> <C> <C> <C> <C> <C> <C>
Money Market A 145 131 $3,818,419 $4,439,033 $4,439,033 $ -
Federated Capital Preservation
Fund 48 32 5,296,230 402,819 402,819 -
Frontier Trust
Contribution Account 49 32 26,283,672 23,778,821 23,778,821 -
* Trustmark Employee Benefit
Stable Value Fund 7 8 470,242 2,306,298 2,306,298 -
* Performance Funds Trust-Short
Term Govt. Inst. Fund 59 92 2,119,529 156,212 154,758 1,455
* Performance Funds Trust-Intermediate
Term Govt. Inst. Fund 72 96 1,731,628 328,030 318,285 9,745
* Performance Funds Trust-Large
Cap Equity Fund 133 58 4,557,664 324,714 320,752 3,962
* Performance Funds Trust-Small
Cap Equity Fund 65 64 3,258,812 206,898 259,853 (52,955)
* Performance Funds Trust-Mid
Cap Equity Fund 94 79 6,500,867 415,574 491,740 (76,166)
* Trustmark Corporation
Common Stock 113 55 7,327,845 635,269 616,873 18,397
</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.
8
<PAGE>
<TABLE>
<CAPTION>
TRUSTMARK NATIONAL BANK 401(k) PLAN
SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
Purchase Selling Cost of Net Gain /
Description of Transaction (1) Price Price Asset (Loss)
-------------------------------- ------------- ----------- ----------- -----------
* 145 Purchases of units in
Performance Funds Trust-
<S> <C> <C> <C> <C>
Money Market A $ 3,818,419 $ - $ - $ -
* 7 Purchases of shares in
Trustmark Employee Benefit
Stable Value Fund 470,242 - - -
* 59 Purchases of units in
Performance Funds Trust-
Short Term Govt. Inst. Fund 2,119,529 - - -
* 72 Purchases of units in
Performance Funds Trust-
Intermediate Term Govt.
Inst. Fund 1,731,628 - - -
* 133 Purchases of units in
Performance Funds Trust-
Large Cap Equity Fund 4,557,664 - - -
* 65 Purchases of units in
Performance Funds Trust-
Small Cap Equity Fund 3,258,812 - - -
* 94 Purchases of units in
Performance Funds Trust-
Mid Cap Equity Fund 6,500,867 - - -
* 113 Purchases of shares of
Trustmark Corporation (parent
company of Trustmark National
Bank, the Employer) common stock 7,327,845 - - -
</TABLE>
9
<PAGE>
TRUSTMARK NATIONAL BANK 401(k) PLAN
SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
(continued)
<TABLE>
<CAPTION>
Purchase Selling Cost of Net Gain /
Description of Transaction (1) Price Price Asset (Loss)
----------------------------------- -------------- -------------- -------------- -------------
* 131 sales of units in Performance
<S> <C> <C> <C> <C>
Funds Trust- Money Market A $ - $ 4,439,033 $ 4,439,033 $ -
* 8 sales of shares in Trustmark
Employee Benefit Stable Value
Fund - 2,306,298 2,306,298 -
* 92 sales of shares in Performance
Funds Trust- Short Term Govt
Inst. Fund - 156,212 154,758 1,455
* 96 sales of shares in Performance
Funds Trust- Intermediate Term
Govt. Inst. Fund - 328,030 318,285 9,745
* 58 sales of shares in Performance
Funds Trust- Large Cap
Equity Fund - 324,714 320,752 3,962
* 64 sales of shares in Performance
Funds Trust- Small Cap
Equity Fund - 206,898 259,853 (52,955)
* 79 sales of shares in Performance
Funds Trust- Mid Cap
Equity Fund - 415,574 491,740 (76,166)
* 55 Sales of shares of
Trustmark Corporation (parent
company of Trustmark National
Bank, the Employer) common stock - 635,269 616,873 18,397
* Capital gains distributions received
from Performance Funds Trusts - - - 468,309
</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).
10
<PAGE>
<TABLE>
<CAPTION>
TRUSTMARK NATIONAL BANK401(k) PLAN
(EIN 64-0180810)
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
Current
Identity of Issuer Description Cost Value
- ------------------------------------- --------------------------------------- ----------------- -------------------
Money Market Account
<S> <C> <C> <C>
Federated Capital Preservation Fund $2,573,027 $2,573,027
Frontier Trust Contribution Account 2,504,852 2,504,852
Fixed Income Mutual Funds
* Performance Funds Trust Short Term Govt. Inst. Fund 1,494,302 1,502,667
* Performance Funds Trust Intermediate Term Govt. Inst. Fund 1,388,004 1,413,704
Common Stock Fund
* Trustmark Corporation Common Stock Fund- 588,257.229 units 5,478,691 6,088,462
Equity Mutual Funds
* Performance Funds Trust Large Cap Equity Fund 4,018,699 4,017,199
* Performance Funds Trust Small Cap Equity Fund 2,717,667 2,430,661
* Performance Funds Trust Mid Cap Equity Fund 5,362,838 5,011,152
Templeton Foreign Fund 42,136 41,430
----------------- -------------------
Total Assets Held For Investment Purposes $25,580,217 $25,583,154
================= ===================
</TABLE>
* 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.
11
<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/Chuck Rainey
----------------
Chuck Rainey
Vice President
June 30, 1999
12
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------------------------------------
23 Consent of Independent Public Accountants
13
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in Trustmark National Bank 401(k) Plan's Form 11-K for the
year ended December 31, 1998, into the Company's previously filed Registration
Statement File No. 333-07141 on Form S-8
/s/ ARTHUR ANDERSEN LLP
Jackson, Mississippi.
June 28, 1998
