<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
December 13, 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 Barret Bancorp, Inc., Barretville,
Tennessee, announced the signing of a definitive agreement in which Barret
Bancorp will be acquired by Trustmark. The announcement was made by Richard G.
Hickson, President and Chief Executive Officer of Trustmark Corporation and
Charles M. Ennis, President of Barret Bancorp.
Barret Bancorp, Inc., with assets of $516 million, is the holding company for
Peoples Bank, Barretville, Tennessee and Somerville Bank and Trust Company,
Somerville, Tennessee. Peoples Bank has eight offices serving the Shelby County
communities of Arlington, Barretville, Bartlett, Collierville, Lakeland, and
Millington. Somerville Bank has five offices serving the Fayette County
communities of Rossville, Somerville, and Hickory Withe.
The transaction is valued at $102.5 million or $9,733 per share of Barret
Bancorp. The agreement provides a cash/stock election procedure whereby 50% of
the total consideration will be paid in cash and 50% will be paid in newly
issued shares of Trustmark common stock. Each Barret shareholder will have the
right to elect to receive their consideration in all cash, all shares of
Trustmark, or any combination of cash and shares of Trustmark, subject to the
above limitations.
Under terms of the agreement, Trustmark will pay $51.2 million in cash and will
issue from 2,382,558 to 3,304,839 of its shares based upon the average value of
Trustmark shares during a five day pricing period three days prior to the Barret
Bancorp Shareholder Meeting. Trustmark has the right to terminate the
transaction should its average share price fall below $15.50 during the pricing
period. Similarly, Barret Bancorp may terminate the transaction should
Trustmark's average share price exceed $21.50 during the pricing period.
The transaction, which is subject to the approval of Barret Bancorp shareholders
and regulatory authorities, is expected to be completed in the second quarter of
2001. The transaction will be accounted for under the purchase method of
accounting.
Richard G. Hickson, President and CEO of Trustmark, stated, "We are delighted
with the opportunity to expand the Trustmark franchise in the dynamic Memphis
area. Barret Bancorp is a well-respected organization that shares our commitment
to customer satisfaction. This transaction is our first interstate acquisition
and provides a number of strategic benefits for Trustmark. An affiliation with
Barret Bancorp represents a natural avenue for Trustmark's expansion in the
attractive Memphis market that is contiguous to our existing operation in DeSoto
County. The area's demographics and Barret's customers represent a prime
opportunity for Trustmark's banking, investment and insurance services.
Furthermore, the growing Shelby County market will provide an opportunity for
Trustmark to generate additional deposit growth in a market in which it does not
presently have a leading market share."
Barret President Charles M. Ennis stated, "We look forward to our association
with Trustmark because of their long-standing commitment to community banking.
Our affiliation with Trustmark will provide our customers with a broader range
of banking, investment and insurance services."
Trustmark is a $6.8 billion financial services company providing banking,
investment and insurance solutions through a network of 130 banking locations
and 156 ATMS.
<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: December 13, 2000 DATE: December 13, 2000
