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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, 1999
[ ] 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)
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TRUSTMARK NATIONAL BANK 401(k) PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998
TOGETHER WITH AUDITORS' REPORT
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
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, 1999 and 1998, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 1999. 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 auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the changes in its net assets available for
plan benefits for the year ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.
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 supplemental schedules have been subjected to the auditing procedures
applied in our 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 9, 2000.
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TRUSTMARK NATIONAL BANK 401(k) PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1999 AND 1998
Page
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FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998 1
Statement of Changes in Net Assets Available for
Plan Benefits For the Year Ended December 31, 1999 2
NOTES TO FINANCIAL STATEMENTS 3-8
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule H, Line 4i -- Schedule of Assets Held for
Investment Purposes as of December 31, 1999 9
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TRUSTMARK NATIONAL BANK 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31,
1999 1998
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ASSETS:
Receivables:
Sponsor contributions $ $ 25,152
Participant contributions 185,878 98,833
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Total receivables 185,878 123,985
Investments, at fair value:
Money market account 6,543,146 5,077,879
Fixed income mutual funds 2,561,062 2,916,371
Common stock of Trustmark Corporation 67,635,644 6,088,462
Equity mutual funds 16,555,645 11,500,442
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Total investments 93,295,497 25,583,154
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Total assets 93,481,375 25,707,139
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NET ASSETS AVAILABLE FOR PLAN BENEFITS: $93,481,375 $25,707,139
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The accompanying notes are an integral part of these statements.
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TRUSTMARK NATIONAL BANK 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1999
ADDITIONS TO PLAN NET ASSETS ATTRIBUTED TO:
Contributions:
Sponsor $ 2,650,000
Participant 3,219,054
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Total contributions 5,869,054
Investment income:
Net appreciation in fair value of investments 4,126,620
Interest 221,005
Dividends 196,994
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Net investment income 4,544,619
Conversion transfers from ESOP 65,246,031
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Net additions 75,659,704
DEDUCTIONS FROM PLAN NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 7,885,468
NET INCREASE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS: 67,774,236
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 25,707,139
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End of year $93,481,375
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The accompanying notes are an integral part of this statement.
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TRUSTMARK NATIONAL BANK 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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 assets of
$65,246,031 were transferred from the ESOP to 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 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.
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1. PLAN DESCRIPTION (Continued):
Employees can elect to contribute up to 15% of their pay each period not to
exceed $10,000 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,
except for years in which the Company makes a safe harbor contribution.
The Company contributed $2,650,000 to the Plan in 1999. This contribution was
allocated in 2000 to participants based on safe harbor requirements. The safe
harbor allocation totaled $2,069,829, and the remaining $580,171 was allocated
as a profit sharing contribution.
Allocations
Employee contributions are allocated directly to each participant's account in
accordance with the individual participant's elections.
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%
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1. PLAN DESCRIPTION (Continued):
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.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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.
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.
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2. SIGNIFICANT ACCOUNTING POLICIES (Continued):
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, 1999 and 1998 are as follows:
December 31,
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1999 1998
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Investments at fair value as determined
by quoted market price:
Trustmark Stock Fund $67,635,644 $ 6,088,462
Performance Funds Trust Mutual Funds -
Short Term Govt. Inst. Fund 1,353,729 1,502,667
Intermediate Term Govt. Inst. Fund 1,207,333 1,413,704
Large Cap Equity Fund 8,265,874 4,017,199
Small Cap Equity Fund 2,215,759 2,430,661
Mid Cap Equity Fund 5,451,347 5,011,152
Investments at estimated fair value:
Federated Capital Preservation Fund 3,868,870 2,573,027
Frontier Trust Contribution Account 2,674,276 2,504,852
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Total investments $92,672,832 $25,541,724
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During 1999, the Plan's investments (including investments bought and sold, as
well as held during the year) appreciated in value by $4,126,620 as follows:
Investments at fair value as determined by quoted market price:
Trustmark Stock Fund $ 2,782,770
Performance Funds Trust Mutual Funds -
Short Term Govt. Inst. Fund (35,501)
Intermediate Term Govt. Inst. Fund (128,587)
Large Cap Equity Fund 819,707
Small Cap Equity Fund (30,614)
Mid Cap Equity Fund 644,442
Templeton Foreign Fund 74,403
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Net appreciation in fair value of investments $ 4,126,620
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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 (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 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.
As of April 30, 1999, the ESOP was merged into the Plan. The ESOP plan assets
totaling $65,246,031 were transferred to the Plan.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
As of December 31, 1999, the Plan had approximately $63,000 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 net assets available
for plan benefits in accordance with accounting principles generally accepted in
the United States.
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, 1999:
Net Assets
Available
Benefits Benefits for Plan
Payable Paid Benefits
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Per financial statements $ -- $ 8,633,561 $ 93,481,375
1998 amounts pending
distribution to participants (72,000)
1999 amounts pending
distribution to participants 63,000 63,000 (63,000)
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Per 5500 $ 63,000 $ 8,624,561 $ 93,418,375
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8. SUBSEQUENT EVENTS
Effective January 1, 2000, the Plan was amended to allow eligible employees to
enter the Plan the first day of each calendar month. Additionally, an amendment
was made to allow rollover contributions from individual retirement accounts or
other qualified plans.
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<TABLE>
<CAPTION>
TRUSTMARK NATIONAL BANK 401(k) PLAN
(EIN 64-0180810)
SCHEDULE H, Line 4i -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
Current
Identity of Issuer Description Value
-------------------------- ---------------------------------------------------- -----------
<S> <C> <C>
Money Market Account
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Federated Capital Preservation Fund $ 3,868,870
Frontier Trust Contribution Account 2,674,276
Fixed Income Mutual Funds
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* Performance Funds Trust Short Term Govt. Inst. Fund 1,353,728
* Performance Funds Trust Intermediate Term Govt. Inst. Fund 1,207,333
Common Stock Fund
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* Trustmark Corporation Common Stock Fund - 6,592,168.031 units 67,635,644
Equity Mutual Funds
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* Performance Funds Trust Large Cap Equity Fund 8,265,874
* Performance Funds Trust Small Cap Equity Fund 2,215,759
* Performance Funds Trust Mid Cap Equity Fund 5,451,348
Templeton Foreign Fund 622,665
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Total Assets Held For Investment Purposes $93,295,497
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</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.
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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 401(k) Plan
Trustmark National Bank, Plan Administrator
By: /s/ Chuck Rainey
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Chuck Rainey
Vice President
June XX, 2000
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EXHIBIT INDEX
Exhibit Number Description
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23 Consent of Independent Public Accountants
