UNITED
STATES
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
April
13, 2006
Date
of
Report (Date of earliest event reported)
TRUSTMARK
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Mississippi
|
0-3683
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64-0471500
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification No.)
|
|
248
East Capitol Street, Jackson, Mississippi
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39201
|
|
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(Address
of principal executive offices)
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(Zip
Code)
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|
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Registrant’s
telephone number, including area code:
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(601)
208-5111
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item 1.01 Entry
into a Material Definitive Agreement
On
April
13, 2006, Trustmark Corporation (“Trustmark”) and Republic Bancshares of Texas,
Inc., a Texas corporation (“Republic”), entered into an Agreement and Plan of
Reorganization (“Agreement”) pursuant to which Republic agreed to merge with and
into Trustmark (the “Merger”). The Agreement contemplates that Republic’s
wholly-owned banking subsidiary, Republic National Bank, will be merged with
and
into Trustmark’s wholly-owned banking subsidiary, Trustmark National Bank
immediately following the Merger. The Agreement will be included as an exhibit
to an additional report on Form 8-K to be filed with the Securities and Exchange
Commission (the “SEC”) on Monday, April 17, 2006.
Under
the
terms of the Agreement, the transaction is valued at $210 million based upon
a
price of $31.50 per share of Trustmark common stock. Republic shareholders
have
the right to elect to receive either cash, or Trustmark common stock, or a
combination of cash and Trustmark common stock provided that 51% of the total
consideration is paid in Trustmark common stock. The consideration to be paid
in
Trustmark common stock is based upon a fixed exchange ratio. Elections will
be
subject to standard proration procedures. Consummation of the Merger is subject
to approval by regulatory authorities, approval by the shareholders of Republic
and certain other conditions set forth in the Agreement. The Merger is expected
to close during the third quarter of 2006.
Certain
teleconference and webcast presentation materials regarding this transaction
are
included herein as Exhibit 99.2 and are also available in the investor relations
section of Trustmark’s website at www.trustmark.com.
Trustmark and Republic executives will discuss this transaction with analysts
via a teleconference and webcast on Monday, April 17 at 8:00 a.m. Central Time.
Interested parties may listen to the teleconference by dialing 800-810-0924,
passcode 6486645. The live audio webcast of the call will be accessible on
Trustmark’s website. An audio replay of the conference call will be available
through April 23, 2006 by dialing 888-203-1112, passcode 6486645. An audio
archive of the call will also be available for replay on Trustmark’s
website.
Trustmark
will file a Registration Statement on Form S-4 that will include a proxy
statement of Republic and a prospectus of Trustmark and other relevant documents
concerning the proposed Merger with the SEC. Shareholders are urged to read
the
proxy statement/prospectus regarding the proposed transaction when it becomes
available because it will contain important information. Copies of the proxy
statement/prospectus and the filings with the SEC that will be incorporated
by
reference in the proxy statement/prospectus can also be obtained, without
charge, by directing a request to Joseph Rein, Trustmark Corporation, 248 East
Capitol Street, Suite 310, Jackson, Mississippi 39201, telephone 601-208-6898
or
R. John McWhorter, Republic Bancshares of Texas, Inc., 4200 Westheimer, Suite
101, Houston, Texas, 77027, telephone 281-315-1100. All documents filed with
the
SEC are also available free of charge at the SEC’s website
(www.sec.gov).
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit
No.
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Description
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Press
Release issued on April 13, 2006 by Trustmark
Corporation.
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Teleconference
and webcast presentation materials regarding
transaction.
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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
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BY:
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/s/
Louis E. Greer
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Louis
E. Greer
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||
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Chief
Accounting Officer
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||
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DATE:
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April
13, 2006
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EXHIBIT
INDEX
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99.1
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Press
Release issued on April 13, 2006, by Trustmark
Corporation.
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99.2
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Teleconference
and webcast presentation materials regarding
transaction.
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