TRUSTMARK CORP
8-K, 2000-09-12
NATIONAL COMMERCIAL BANKS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                               September 12, 2000
                Date of Report (Date of earliest event reported)


                              TRUSTMARK CORPORATION
             (Exact name of registrant as specified in its charter)


  Mississippi                      0-3683                       64-0471500
(State or other           (Commission File Number)             (IRS Employer
 jurisdiction of                                             Identification No.)
 incorporation)



                             248 East Capitol Street
                                Jackson, MS 39201
          (Address, including zip code, of principal executive office)


                                 (601) 354-5111
              (Registrant's telephone number, including area code)

<PAGE>

ITEM 5.  OTHER EVENTS

         Trustmark Corporation (NASDAQ:  TRMK) and The Luckyday Foundation today
announced  that  Trustmark  has  repurchased  3.35  million  shares of Trustmark
Corporation stock from The Luckyday  Foundation in a cash transaction  valued at
$58.6  million.  The Luckyday  Foundation,  established by the late Frank Rogers
Day,  former  Trustmark  Chairman  and CEO,  supports  collegiate  education  in
Mississippi through scholarships for Mississippi residents.
         Holmes S. Adams,  Chairman  of the Board of  Managers  of The  Luckyday
Foundation,  said,  "The Luckyday  Foundation  believes that Trustmark is a fine
institution and the Foundation has confidence in its management team. To fulfill
the  Foundation's  primary purpose of promoting higher education in Mississippi,
however,  the Foundation felt it prudent to have a more  diversified  investment
portfolio."
         Richard G. Hickson,  Trustmark's President and Chief Executive Officer,
stated, "The repurchase of these shares represented an excellent opportunity for
Trustmark to continue its on-going capital management program."
         In November 1998,  Trustmark's Board of Directors implemented a capital
management plan which  authorized the repurchase of up to 5.46 million shares of
the  Corporation's  common stock. In July 2000,  Trustmark's  Board of Directors
authorized the repurchase of an additional 3.44 million shares. On September 12,
2000,  Trustmark's Board of Directors  authorized the repurchase of 3.35 million
shares from The Luckyday Foundation in addition to its existing share repurchase
programs.  Including  the  shares  repurchased  from  The  Luckyday  Foundation,
approximately  8.44 million shares have been repurchased  since repurchase plans
were  implemented  in  November  1998.  Collectively,  Trustmark  has  remaining
authorization  to repurchase up to 3.81 million shares.  The repurchase  program
continues to be subject to market conditions and management  discretion and will
continue to be implemented through open market purchases or privately negotiated
transactions as previously disclosed.
         Trustmark  Corporation  is  the  parent  of  Trustmark  National  Bank.
Trustmark provides banking, investment and insurance solutions through a network
of 130 banking locations and 155 ATMS.

CONTACTS:
Trustmark:
  Financial:
     Zach Wasson       (601) 949-6818
     Joey Rein         (601) 949-6898
  Media:
     Gray Wiggers      (601) 354-5942

Luckyday Foundation:
     Holmes S. Adams   (601) 353-3234

<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                              TRUSTMARK CORPORATION


BY:   /s/ Richard G. Hickson                       BY:   /s/ Gerard R. Host
      ----------------------                             ------------------
      Richard G. Hickson                                 Gerard R. Host
      President & Chief                                  Treasurer (Principal
      Executive Officer                                  Financial Officer)

DATE: September 12, 2000                           DATE: September 12, 2000




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