Form 8-K/A for Form 8-K filed May 1, 2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
# 1 to
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
May
1, 2006
Date
of
Report (Date of earliest event reported)
TRUSTMARK
CORPORATION
(Exact
name of registrant as specified in its charter)
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Mississippi
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0-3683
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64-0471500
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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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Registrant’s
telephone number, including area code: (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:
þ
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Explanatory
Note
This
Amendment No. 1 to Current Report on Form 8-K dated May 1, 2006, is filed solely
to indicate that the filing also constitutes a written communication pursuant
to
Rule 425 under the Securities Act of 1933 and to add additional disclosures
required by Rule 425 and other related rules. This Amendment No. 1 is filed
pursuant to the provisions of Rule 165(e) under the Securities Act of
1933.
Filed
by
Trustmark Corporation pursuant to
Rules
165
and 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the
Securities Exchange Act of 1934
Subject
Company: Republic Bancshares of Texas, Inc.
Important
Information
In
connection with the proposed merger of Republic Bancshares of Texas, Inc. with
and into Trustmark Corporation, Trustmark intends to file a registration
statement containing a proxy statement/prospectus with the Securities and
Exchange Commission. Prospective investors are urged to read the registration
statement and the proxy statement/prospectus as it will contain important
information. Prospective investors may obtain free copies of the registration
statement and the proxy statement/prospectus, as well as other filings
containing information about Trustmark, without charge, at the SEC’s Web site
(www.sec.gov). Copies of Trustmark’s SEC filings may also be obtained from
Trustmark without charge at Trustmark’s website (www.trustmark.com) or by
directing a request to Trustmark at (601)208-6898.
Trustmark
and its directors and executive officers and other members of management and
employees are potential participants in the solicitation of proxies in respect
of the proposed merger. Information regarding Trustmark’s directors and
executive officers is available in Trustmark’s 2005 Annual Report on Form 10-K
filed with the SEC on March 15, 2006 and Trustmark’s proxy statement for its
2006 annual meeting of stockholders, filed with the SEC on April 7, 2006.
Additional information regarding the interests of such potential participants
will be included in the registration statement and proxy statement/prospectus
to
be filed with the SEC by Trustmark in connection with the proposed merger and
in
other relevant documents filed by Trustmark with the SEC.
Item 7.01
Regulation FD Discolsure
Trustmark
Corporation Chairman and CEO Richard G. Hickson will address analysts and
investors attending the Gulf South Bank Conference at The Ritz-Carlton
Buckhead
Hotel in Atlanta, Georgia, on Monday, May 1, 2006 beginning at 4:05 p.m.
Eastern
Time.
Interested
parties may access a live listen-only webcast of Hickson’s comments and follow
his slide presentation by visiting the Investor Relations section at
www.trustmark.com
and
selecting the webcasts/presentations tab. The presentation will be archived
and
available until May 16, 2006.
Trustmark
is a financial services company providing banking and financial solutions
through over 145 offices and 2,600 associates in Florida, Mississippi,
Tennessee
and Texas.
Trustmark’s
investor contacts are Zach Wasson, Executive Vice President and Chief Financial
Officer (601-208-6816), and Joseph Rein, First Vice President (601-208-6898).
Trustmark’s media contact is Gray Wiggers, Senior Vice President
(601-208-5942).
Item
9.01 Financial Statements and
Exhibits
(d)
The
following exhibit is filed as part of this Form 8-K:
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Exhibit
No.
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Description
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99.1
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Presentation
to the Gulf South Bank Conference by Richard G. Hickson on
May 1, 2006
(previously filed)
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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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/s/
Louis E. Greer |
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Louis
E. Greer |
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Chief
Accounting Officer |
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| DATE: |
May
18, 2006 |
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EXHIBIT
INDEX
99.1 Presentation
to the Gulf South Bank Conference by Richard G. Hickson on May 1, 2006
(previously filed)