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 9, 2002
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)
Item 4. Changes to Registrant's Certifying Accountant
On April 9, 2002, the Board of Directors of Trustmark Corporation (Trustmark),
based on the recommendation of its Audit Committee, decided not to renew the
engagement of its independent public accountants, Arthur Andersen LLP
(Andersen). This determination followed Trustmark's decision to seek proposals
from other independent accountants to audit Trustmark's consolidated financial
statements for the year ending December 31, 2002. Written proposals have been
received and the selection of a new independent public accountant will be made
in the near future.
During Trustmark's two most recent fiscal years ended December 31, 2001, and in
the interim period between December 31, 2001 and April 9, 2002, there were no
disagreements between Trustmark and Andersen on any matter of accounting
principles, financial statement disclosure or auditing scope or procedure which,
if not resolved to Andersen's satisfaction, would have caused Andersen to make
reference to the matter of the disagreement in connection with their reports.
Andersen's reports on Trustmark's consolidated financial statements for each of
the years ended 2001 and 2000, did not contain an adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope
or accounting principles. Trustmark has requested that Andersen furnish it with
a letter, addressed to the Commission, stating whether or not it agrees with the
above statements. A letter from Andersen is attached as Exhibit 16.
Andersen's report on Trustmark's consolidated financial statements for the year
ended 2001, dated January 8, 2002, was issued on an unqualified basis in
conjunction with the filing of Trustmark's Annual Report on Form 10-K for the
year ended December 31, 2001, filed on March 25, 2002.
None of the reportable events described under Item 304(a)(1)(v) of Regulation
S-K occurred within Trustmark's two most recent fiscal years and in the interim
period between December 31, 2001 and April 9, 2002.
Item 7. Financial Statements and Exhibits
(c) The following exhibit is filed as part of this Form 8-K.
Exhibit No. Description
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16 Letter from Arthur Andersen LLP regarding change in
certifying accountant
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/ Zach L. Wasson
---------------------- ----------------------
Richard G. Hickson Zach L. Wasson
Chairman of the Board, President Treasurer (Principal
& Chief Executive Officer Financial Officer)
DATE: April 11, 2002 DATE: April 11, 2002
EXHIBIT INDEX
16 Letter from Arthur Andersen LLP regarding change in certifying accountant.
EXHIBIT 16
[Arthur Andersen LLP Letterhead]
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
April 9, 2002
Ladies and Gentlemen:
We have read paragraphs one through three of Item 4 included in the Form 8-K
dated April 9, 2002 of Trustmark Corporation to be filed with the Securities and
Exchange Commission and are in agreement with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
By /s/ C. Matthew Lusco
--------------------
C. Matthew Lusco
caw
Copy to:
Mr. Zach L. Wasson
Executive Vice President and Chief Financial Officer
Trustmark Corporation