typerw.htm
Trustmark
Corporation
248
E. Capitol Street
Jackson,
MS 39201
(601)
208-5111
| Via
Edgar |
| United States
Securities and Exchange Commission |
| 100 F Street,
N.E. |
| Washington,
D.C. 20549 |
| |
Attn.:
Mr. Jonathan E. Gottlieb
|
| |
Division of
Corporation Finance |
| |
|
| Re: |
Trustmark
Corporation |
| |
Request to Withdraw
Registration Statement on Form S-3 (RW) |
| |
SEC File
Number: 333-156078 |
Ladies
and Gentlemen:
Pursuant
to Rule 477 under the Securities Act of 1933, as amended, (the “Securities
Act”), Trustmark Corporation (the “Registrant”) hereby respectfully requests
that the Securities and Exchange Commission (the
“Commission”) consent to the withdrawal of its Registration Statement
on Form S-3 (File No. 333-156078), which was filed with the Commission on
December 12, 2008 along with exhibits (the “Registration
Statement”). The Registration Statement registered, for re-sale,
preferred shares (the “Preferred Shares”) and a warrant (the “Warrant”) which
were issued to the United States Department of the Treasury (the “Treasury”)
under the Troubled Asset Relief Program Capital Purchase Program, as well as the
common shares issuable upon exercise of the Warrant (together with the Warrant
and the Preferred Shares, the “Securities”). The Registrant is
applying to withdraw the Registration Statement because the Preferred Shares
have been redeemed from the Treasury and the Warrant has been repurchased from
the Treasury. None of the Securities are outstanding, and none of the
Securities have been or will be re-sold pursuant to the Registration Statement
or the prospectus contained therein.
The
Registrant believes that withdrawal of the Registration Statement is consistent
with the public interest and the protection of investors, as contemplated by
Rule 477(a) under the Securities Act.
The
Registrant hereby respectfully requests that the Commission consent to the
withdrawal of the Registration Statement. Please forward a copy of
the consent to withdrawal of the Registration Statement to the undersigned at
248 E. Capitol Street, Jackson, Mississippi 39201, with a copy to the
Registrant’s counsel, Covington & Burling LLP, 620 Eighth Avenue, New York,
New York 10018, Attention: Bruce C. Bennett, Esquire.
If the
Commission has any questions or requires any additional information, please do
not hesitate to contact Mr. Bennett, telephone number (212) 841-1060, facsimile
number (212) 841-1010, email bbennett@cov.com.
We thank
you in advance for your assistance with this matter.
Very
truly yours,
TRUSTMARK
CORPORATION
| By: |
/s/ Louis E. Greer |
| |
Louis E.
Greer |
| |
Treasurer and
Principal Financial
Officer |