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

October 5, 2012
Date of Report (Date of earliest event reported)

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

Mississippi
000-03683
64-0471500
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

248 East Capitol Street, Jackson, Mississippi
39201
  (Address of principal executive offices)
(Zip Code)
   
Registrant’s telephone number, including area code:
(601) 208-5111

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:
 
o
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))
 
 
 
 
 


Item 1.01.  Entry into a Material Definitive Agreement.
 
On October 5, 2012, Trustmark Corporation, a Mississippi corporation (“Trustmark”) and BancTrust Financial Group, Inc., an Alabama corporation (“BancTrust”), entered into Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of May 28, 2012, by and between Trustmark and BancTrust.  Pursuant to the Amendment, the parties agreed to (1) close the merger of BancTrust with and into Trustmark on the later to occur of (a) the fifth business day following satisfaction or waiver (subject to applicable law) of the last to occur of the closing conditions (other than those conditions that by their nature are to be satisfied or waived at the closing), and (b) January 25, 2013, and (2) extend the outside closing date from December 31, 2012 to February 28, 2013.  A copy of the Amendment is attached hereto as Exhibit 2.1 and incorporated herein by reference. The description of the Amendment as set forth herein is qualified in its entirety by reference to the full text of the Amendment.
 
Item 8.01.  Other Events.
 
On October 9, 2012, Trustmark and BancTrust issued a joint press release announcing the Amendment described above.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit Number
Description of Exhibits
 
2.1
   
Amendment No. 1, dated October 5, 2012, to the Agreement and Plan of Reorganization, dated as of May 28, 2012, by and between Trustmark Corporation and BancTrust Financial Group, Inc.
 
         
 99.1       Press Release dated October 9, 2012.  
 
 
 
 
 
 
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/ Louis E. Greer 
 
Louis E. Greer
 
Treasurer and Principal Financial Officer
   
DATE:
October 9, 2012
   

 
 
 
 


EXHIBIT INDEX
 
 
Exhibit Number
Description of Exhibits
 
2.1
   
Amendment No. 1, dated October 5, 2012, to the Agreement and Plan of Reorganization, dated as of May 28, 2012, by and between Trustmark Corporation and BancTrust Financial Group, Inc.
 
         
 99.1       Press Release dated October 9, 2012.  

 
 
 

AMENDMENT NO. 1
TO THE
AGREEMENT AND PLAN OF REORGANIZATION
______________


This AMENDMENT NO. 1 (this “ Amendment ”), dated as of October 5, 2012, to the Agreement and Plan of Reorganization, dated as of May 28, 2012 (the “ Merger Agreement ”), is by and between Trustmark Corporation, a Mississippi corporation (“ Buyer ”), and BancTrust Financial Group, Inc., an Alabama corporation (the “ Target ”).
 
WHEREAS, Section 10.5 of the Merger Agreement provides for the amendment of the Merger Agreement in accordance with the terms set forth therein; and
 
WHEREAS, the parties hereto desire to amend the Merger Agreement as set forth below.
 
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto do hereby agree as follows:
 
ARTICLE I
 
DEFINITIONS
 
Section 1.1   Definitions; References .  Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to such term in the Merger Agreement.  Each reference to “herein,” “hereunder,” “hereby” and “this Agreement” shall, from and after the date hereof, refer to the Merger Agreement as amended by this Amendment.
 
ARTICLE II
 
AMENDMENTS TO MERGER AGREEMENT
 
Section 2.1   Section 1.3 (Effective Time).   Section 1.3 of the Merger Agreement is hereby amended by deleting the second sentence in its entirety and replacing it with the following:  “Subject to the terms and conditions hereof, unless otherwise mutually agreed upon in writing by the authorized officers of each Party, the Parties shall cause the Effective Time to occur on the later of (a) the fifth business day following satisfaction or waiver (subject to applicable Law) of the last to occur of the conditions set forth in Article 8 (other than those conditions that by their nature are to be satisfied or waived at the Closing), and (b) January 25, 2013.”
 
Section 2.2   Section 9.1(c) (Termination).   Section 9.1(c) of the Merger Agreement is hereby amended by deleting the words “December 31, 2012” and replacing them with “February 28, 2013”.
 

 
 
 
ARTICLE III
 
MISCELLANEOUS
 
Section 3.1   No Further Amendment .  Except as expressly amended hereby, the Merger Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect.  This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Merger Agreement or any of the documents referred to therein.
 
Section 3.2   Effect of Amendment .  This Amendment shall form a part of the Merger Agreement for all purposes, and each party thereto and hereto shall be bound hereby.  From and after the execution of this Amendment by the parties hereto, any reference to the Merger Agreement shall be deemed a reference to the Merger Agreement as amended hereby.
 
Section 3.3   Governing Law .  The parties hereto expressly agree that all the terms and conditions hereof shall be governed by and construed and enforced in accordance with, the laws of the State of Mississippi applicable to agreements made and to be performed entirely therein.
 
Section 3.4   Separability Clause .  In case any one or more of the provisions contained in this Amendment should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected, impaired, prejudiced or disturbed thereby.
 
Section 3.5   Counterparts .  This Amendment may be simultaneously executed in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute one and the same instrument.
 
Section 3.6   Headings .  The descriptive headings of the several Articles and Sections of this Amendment were formulated, used and inserted in this Amendment for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.
 

 
[ Signature Page Follows ]
 
 
 
 
 
 
 
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each party hereto as of the date first above written.
 
 
 
  TRUSTMARK CORPORATION  
     
By:   /s/ Gerard R. Host  
    Name: Gerard R. Host  
    Title: President and Chief Executive Officer     
     
     
  BANCTRUST FINANCIAL GROUP, INC.  
     
By:   /s/ W. Bibb Lamar, Jr.  
    Name: W. Bibb Lamar, Jr.  
    Title: President and Chief Executive Officer     
     
     
 
 
 
 
Signature Page to Amendment No. 1 to Agreement and Plan of Reorganization
 
 
 


 
   
 

News Release

Trustmark Corporation and BancTrust Financial Group Provide Merger Update

JACKSON, Mississippi and MOBILE, Alabama ― October 9, 2012 — Trustmark Corporation (NASDAQ:TRMK) (“Trustmark”) and BancTrust Financial Group, Inc. (NASDAQ:BTFG) (“BancTrust”) anno unced that the definitive agreement dated May 28, 2012, pursuant to which BancTrust will merge into Trustmark has been amended to accommodate the closing of the merger in early 2013.  As such, the latest possible closing date for the merger has been extended from December 31, 2012, to February 28, 2013.  This extension provides additional time in which to receive regulatory approval as well as to ensure a smooth transition and operational conversion to Trustmark systems in early 2013.  All other material aspects of the definitive agreement remain unchanged.

Gerard R. Host, President and CEO of Trustmark, stated, “BancTrust and Trustmark associates have been diligently working together to ensure a seamless experience for BancTrust customers through the conversion and integration process.  We are very pleased with our progress thus far.  Recognizing that regulatory approvals may not be obtained in time for the merger and integration processes to be completed prior to year-end, we worked together with BancTrust management and developed a revised timeline that we thought was best for all concerned.  We anticipate regulatory approvals later this year or in early 2013, and we are planning for a closing in late January, but no later than February 28, 2013.”

W. Bibb Lamar, Jr., President and CEO of BancTrust commented, “With the overwhelming shareholder support for this merger shown at our special shareholders’ meeting on September 26, we remain convinced that we are on the right path.  We are extending our timeline to minimize any potential customer disruption, particularly during the holiday season.  We remain fully committed to this transaction and look forward to becoming part of the Trustmark organization.”

About Trustmark Corporation
Trustmark is a financial services company providing banking and financial solutions through approximately 170 offices in Florida, Mississippi, Tennessee and Texas.

About BancTrust Financial Group, Inc.
BancTrust Financial Group, Inc. is a registered bank holding company headquartered in Mobile, Alabama. BancTrust provides an array of traditional financial services through 40 bank offices in the southern two thirds of Alabama and nine bank offices in northwest Florida.

 
 
 
 
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as “may,” “will,” “anticipate,” “intend,” “potential,” “could,” “future” or the negative of those terms or other words of similar meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other “forward-looking” information. These forward-looking statements involve a number of risks and uncertainties. Trustmark and BancTrust caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed merger involving Trustmark and BancTrust, Trustmark’s and BancTrust’s plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in Trustmark’s and BancTrust’s filings with the SEC. These include risks and uncertainties relating to: the risk that Trustmark or BancTrust may be unable to obtain governmental and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger; the risk that a condition to closing of the merger may not be satisfied; the timing to consummate the proposed merger; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on merger-related issues; and other factors discussed or referred to in the “Risk Factors” section of each of Trustmark’s and BancTrust’s most recent Annual Report on Form 10-K filed with the SEC. Each forward-looking statement speaks only as of the date of the particular statement and neither Trustmark nor BancTrust undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

 
Trustmark Investor Contacts:      BancTrust Investor Contact:
Louis E. Greer   F. Michael Johnson 
Treasurer and Chief Financial Officer 
Principal Financial Officer   
251-431-7813 
601-208-2310
 
 
BancTrust Media Contact:
F. Joseph Rein, Jr.
Rebecca S. Minto 
Senior Vice President
Senior Vice President 
601-208-6898
251-431-7875 
 
 
Trustmark Media Contact:    
Melanie A. Morgan   
Senior Vice President    
601-208-2979