HHC 11K, 6/30/06

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JYY1HJs/vYHS9nPhECRkZtXl7PBcSesSSZqQPdVPOX4/y2vQqBdVh8QwYdSr5d0k Iay3tItewL2V3OCfeVD3pw== 0001030798-06-000078.txt : 20060629 0001030798-06-000078.hdr.sgml : 20060629 20060629140709 ACCESSION NUMBER: 0001030798-06-000078 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK HOLDING CO CENTRAL INDEX KEY: 0000750577 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 640693170 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13089 FILM NUMBER: 06933010 BUSINESS ADDRESS: STREET 1: ONE HANCOCK PLZ STREET 2: P.O. BOX 4019 CITY: GULFPORT STATE: MS ZIP: 39501 BUSINESS PHONE: 6018684605 MAIL ADDRESS: STREET 1: ONE HANCOCK PLZ STREET 2: P O BOX 4019 CITY: GULFPORT STATE: MS ZIP: 39501 11-K 1 hhc_11k-063006.htm HHC 11K FOR PERIOD ENDING 6/30/06 HHC 11K, 6/30/06

                                                  UNITED STATES
                                       SECURITIES AND EXCHANGE COMMISSION
                                            Washington, D.C. 20549

                                                -----------------

                                                   FORM 11-K

 X  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
- ---

                                 For the fiscal year ended December 31, 2005

                                                       OR

    TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
- ---

                          For the transition period from               to
                                                          ------------     ----------------

                                        Commission File Number 0-13089

                                                ------------------

A.  Full title of the plan and the address of the plan, if different from that of the issuer named below:

                                Hancock Bank 401(k) Savings & Investment Plan & Trust

B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive officer:

                                              Hancock Holding Company
                                                     P. O. 4019
                                                Gulfport, MS  39501

                                          HANCOCK BANK 401(k) SAVINGS AND
                                             INVESTMENT PLAN AND TRUST

                                   Financial Statements and Supplemental Schedule

                                             December 31, 2005 and 2004

                       (With Report of Independent Registered Public Accounting Firm Thereon)

                                          HANCOCK BANK 401(k) SAVINGS AND
                                             INVESTMENT PLAN AND TRUST



                                                 Table of Contents



                                                                                        Page

Report of Independent Registered Public Accounting Firm                                    1

Financial Statements:

     Statements of Net Assets Available for Benefits                                       2

     Statements of Changes in Net Asset Available for Benefits                             3

     Notes to Financial Statements                                                         4

Supplemental Schedule

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)                            10

Report of Independent Registered Public Accounting Firm

The Plan Administrator
Hancock Bank 401(k) Savings and Investment Plan and Trust:

We have audited the accompanying statements of net assets available for benefits of Hancock Bank 401(k) Savings
and Investment Plan and Trust (the Plan) as of December 31, 2005 and 2004, and the related statements of changes
in net assets available for benefits for the years then ended. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net
assets available for benefits of the Plan as of December 31, 2005 and 2004, and the changes in net assets
available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The
supplemental schedule of assets (held at end of year) as of December 31, 2005 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements, but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic
financial statements for the year ended December 31, 2005 and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

Birmingham, Alabama
June 9, 2006

                                              HANCOCK BANK 401(k) SAVINGS AND
                                                 INVESTMENT PLAN AND TRUST

                                      Statements of Net Assets Available for Benefits
                                                December 31, 2005 and 2004


                                    Assets                                    2005                  2004
                                                                       -------------------   -------------------
Cash                                                                   $        90,612                26,803
Investments, at fair value                                                  43,176,333            36,993,034
Receivables:
     Employer contributions                                                          -                   438
     Employee contributions                                                          -                    10
     Accrued interest and dividends                                             10,278                 6,807
                                                                       -------------------   -------------------
                 Net assets available for benefits                     $    43,277,223            37,027,092
                                                                       ===================   ===================
See accompanying notes to financial statements.



                                                                    2

                                              HANCOCK BANK 401(k) SAVINGS AND
                                                 INVESTMENT PLAN AND TRUST

                                Statements of Changes in Net Assets Available for Benefits
                                          Years ended December 31, 2005 and 2004


                                                                              2005                  2004
                                                                       -------------------   -------------------
Employee contributions                                                 $     3,746,334             3,304,566
Employer contributions                                                       1,315,800             1,206,008
Investment income:
     Net appreciation in fair value of investments                           2,575,103             3,856,197
     Interest and dividend income                                              751,691               673,770
                                                                       -------------------   -------------------
                 Total investment income                                     3,326,794             4,529,967
Benefit payments to participants                                             2,135,208             2,580,081
Administrative fees                                                              3,589                 4,248
                                                                       -------------------   -------------------
                 Net increase                                                6,250,131             6,456,212
Net assets available for benefits, beginning of year                        37,027,092            30,570,880
                                                                       -------------------   -------------------
Net assets available for benefits, end of year                         $    43,277,223            37,027,092
                                                                       ===================   ===================
See accompanying notes to financial statements.




                                                                    3

                                          HANCOCK BANK 401(k) SAVINGS AND
                                             INVESTMENT PLAN AND TRUST

                                           Notes to Financial Statements

                                             December 31, 2005 and 2004



(1)    Plan Description

       The following  description of Hancock  Bank 401(k)  Savings and Investment Plan and Trust (the Plan) provides
       only general  information.  Participants  should refer to the Plan agreement for a more complete  description
       of the Plan's provisions. This information is available from the plan administrator.

       (a)    General

              The Plan is a defined  contribution  plan established  under the provisions of  Section 401(a) of  the
              Internal Revenue Code (IRC),  which includes a qualified cash or deferred  arrangement as described in
              Section 401(k) of the IRC for eligible employees of Hancock Bank,  Hancock Insurance Agency,  Harrison
              Finance Company,  J. Everett Eaves, Inc., Ross King Walker,  Inc., Hancock Bank of Louisiana,  Hancock
              Bank of Florida,  Hancock Mortgage Corporation,  and Hancock Investments Services,  Inc. (collectively
              the  Company).  All full-time and  part-time  employees of the Company who have  completed  90 days of
              service and are age 18 or older are eligible to participate.  The Plan is subject to the provisions of
              the Employee Retirement Income Security Act of 1974, as amended (ERISA).

              All assets of the Hancock Bank Profit Sharing Plan were transferred to the Plan,  effective January 1,
              2002. The Hancock Bank Profit Sharing Plan assets are segregated  from other assets for record keeping
              purposes as no new  participants  are allowed within the profit  sharing  portion of the plan, and the
              funds therein are nonparticipant-directed.

       (b)    Plan Administration

              Hancock Trust and  Financial  Services  Group  (the Trustee),  a subsidiary of the Company,  holds the
              Plan's  investments and executes  transactions for the Plan. The Plan is administered by an officer of
              Hancock Bank.

       (c)    Contributions

              Eligible  employees may elect to defer up to the Internal Revenue Service (IRS)  limitations,  $14,000
              and $13,000 in 2005 and 2004,  respectively.  The Company matches 50% of participant  contributions up
              to the first 6% of the  participant's  salary under the provisions of the Plan. Total Company matching
              contributions  were  $1,315,800  and  $1,206,008  for the  years  ended  December 31,  2005 and  2004,
              respectively.

       (d)    Participant Accounts

              Individual  accounts are maintained for each of the Plan's  participants to reflect the  participant's
              contributions  and  earnings or losses  thereon and  allocated  employer  matching  contributions  and
              earnings or losses thereon, as well as the participant's  allocated share of administrative  expenses.
              The  benefit  to  which a  participant  is  entitled  is the  benefit  that can be  provided  from the
              participant's vested account.


                                                                    4                                    (Continued)

HANCOCK BANK 401(k) SAVINGS AND
INVESTMENT PLAN AND TRUST

Notes to Financial Statements

December 31, 2005 and 2004

(e) Vesting

Participants are fully vested in their contributions and allocated earnings or losses thereon.
Participants are fully vested in employer matching contributions and allocated earnings or losses
thereon after three years of benefit service with no vesting before three years of service. Prior to
January 1, 2005, participants were fully vested in the Hancock Bank Profit Sharing Plan contributions
and allocated earnings or losses thereon after five years of benefit service with no vesting before
five years of service. Effective January 1, 2005, the Plan was amended so that participants are fully
vested at all times in the Hancock Bank Profit Sharing Plan contributions and allocated earnings or
losses thereon. All participants vest 100% upon death or termination of employment due to permanent
disability.

(f) Forfeitures

Forfeitures of employer matching contributions and allocated earnings and losses thereon are used to
reduce employer contributions during the Plan year. At December 31, 2005 and 2004, these forfeited
amounts totaled $32,486 and $36,813, respectively, which were used to reduce employer contributions.

Forfeitures of the Hancock Bank Profit Sharing Plan contributions and earnings thereon are
reallocated to participant accounts as defined by the Plan. At both December 31, 2005 and 2004, there
were no forfeited amounts.

(g) Investment Options

The Plan allows participants to direct contributions into various investment options. These options
include cash equivalents, mutual funds, and Hancock Holding Company common stock. The segregated
funds of the former Hancock Bank Profit Sharing Plan are nonparticipant-directed.

(h) Distributions

Upon termination, the Plan provides for lump sum or installment payment options based on the election
of the participant or beneficiary. A lump sum payment will be made for participants, whose balances
are below certain amounts, as defined by the Plan.

A financial hardship withdrawal provision is available enabling a participant to withdraw an amount
to cover an immediate and heavy financial need.

(i) Participant Loans

Participant loans are not permitted by the Plan.

(2) Summary of Significant Accounting Policies

(a) Basis of Presentation

The financial statements of the Plan are prepared on the accrual basis of accounting in accordance
with U.S. generally accepted accounting principles.

5 (Continued)

HANCOCK BANK 401(k) SAVINGS AND
INVESTMENT PLAN AND TRUST

Notes to Financial Statements

December 31, 2005 and 2004

(b) Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts of
assets available for benefits and changes therein. Actual results could differ from those estimates.

Investments are stated at fair value. Shares of mutual funds and common stock are valued at quoted
market prices. Cash equivalents are stated at cost, which approximates fair value.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend date. Interest income is recorded on the accrual basis.

Net realized and unrealized appreciation is recorded in the accompanying statements of changes in net
assets available for benefits as net appreciation in fair value of investments.

The Plan utilizes various investment instruments. Investment securities, in general, are exposed to
various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk
associated with certain investment securities, it is reasonably possible that changes in the values
of investment securities will occur in the near term and that such changes could materially affect
the amounts reported in the financial statements.

(d) Benefit Payments

Benefits are recorded when paid.

6 (Continued)

                                          HANCOCK BANK 401(k) SAVINGS AND
                                             INVESTMENT PLAN AND TRUST

                                           Notes to Financial Statements

                                             December 31, 2005 and 2004

(3)    Investments

       The fair value of individual  investments  that  represent 5% or more of the Plan's net assets  available for
       benefits as of December 31, 2005 and 2004 are as follows:

                                                             2005                                2004
                                              ----------------------------------  -----------------------------------
                                                  Shares          Fair value          Shares           Fair value
                                              ----------------  ----------------  ----------------   ----------------
       Hancock Holding Company
           common stock (participant-
           directed)                                241,607     $   9,135,161           236,336      $   7,907,802
       Hancock Holding Company
           common stock (nonparticipant-
           directed)                                 20,700           782,667            20,700            692,622
                                              ----------------  ----------------  ----------------   ----------------
             Total Hancock Holding Company
                 common stock                       262,307     $   9,917,828           257,036      $   8,600,424
                                              ================  ================  ================   ================
       Hancock Horizon Growth Fund,
           Trust Class (nonparticipant-
              directed)                             145,257     $   2,777,307           156,171      $   2,639,299
           Class A (participant-directed)           202,826         3,835,442           177,124          2,968,612
       Hancock Horizon Strategic Fund,
           Trust Class (nonparticipant-
              directed)                             312,094         4,728,229           288,815          4,482,408
       Hancock Horizon Treasury Fund,
           Class A (participant-directed)         3,733,904         3,733,904         2,871,280          2,871,280
       Hancock Horizon Value Fund,
           Trust Class (nonparticipant-
              directed)                             179,349         4,166,272           179,186          4,054,997
           Class A (participant-directed)           176,386         4,088,626           136,303          3,079,091
       Federated Max Cap Institutional
           Services (participant-directed)                -                 -            79,954          1,954,887


       During 2005 and 2004, the Plan's investments  (including  investments bought,  sold, or held during the year)
       appreciated in value as follows:

                                                                                    2005                  2004
                                                                            -------------------   -------------------
       Hancock Holding Company common stock                                 $       766,795             1,286,559
       Mutual funds                                                               1,808,308             2,569,638
                                                                            -------------------   -------------------
                 Net appreciation in fair value of investments              $     2,575,103             3,856,197
                                                                            ===================   ===================




                                                                    7                                    (Continued)

                                          HANCOCK BANK 401(k) SAVINGS AND
                                             INVESTMENT PLAN AND TRUST

                                           Notes to Financial Statements

                                             December 31, 2005 and 2004


(4)    Tax Status

       The IRS has determined and informed the Company by letter dated May 29,  2003,  that the Plan and the related
       trust  established  under the Plan are designed in accordance  with the  applicable  sections of the Internal
       Revenue Code (IRC).  Although the Plan has been amended since receiving the  determination  letter,  the Plan
       administrator  and the Plan's tax counsel  believe that the Plan is designed and is currently  being operated
       in  compliance  with  the  applicable  provisions  of the IRC and the  Plan  document.  Therefore,  the  Plan
       administrator  believes that the Plan was qualified and the related trust was  tax-exempt as of the financial
       statement dates.

(5)    Nonparticipant-Directed Investments

       Information  about the net assets and the  significant  components  of the changes in net assets  relating to
       the nonparticipant-directed investments is as follows:

       Net Assets

       Cash                                                                 $        27,181                23,963
       Hancock Holding Company common stock                                         782,667               692,622
       Mutual funds                                                              11,671,808            11,174,703
       Money market funds                                                           130,119                71,368
       Certificate of deposit                                                       548,776               528,439
       Accrued interest and dividends                                                 4,951                 4,460
                                                                            -------------------   -------------------
                 Net assets available for benefits                          $    13,165,502            12,495,555
                                                                            ===================   ===================


       Changes in Net Assets

                                                                                     Year ended December 31
                                                                            -----------------------------------------
                                                                                   2005                  2004
                                                                            -------------------   -------------------
       Interest and dividend income                                         $       288,793               369,251
       Net appreciation in fair value of investment                                 718,586             1,193,548
       Benefits paid                                                               (333,843)             (848,240)
       Administrative expenses                                                       (3,589)               (4,248
                                                                            -------------------   -------------------
                 Net increase in net assets                                 $       669,947               710,311
                                                                            ===================   ===================


                                                                    8                                    (Continued)

HANCOCK BANK 401(k) SAVINGS AND
INVESTMENT PLAN AND TRUST

Notes to Financial Statements

December 31, 2005 and 2004

(6) Related Party Transactions

The Trustee, Hancock Trust and Financial Services Group, acts as trustee of the Plan. The Trustee is a
subsidiary of the Company. Certain Plan investments are shares of mutual funds managed by Hancock Bank, a
subsidiary of Hancock Holding Company. At December 31, 2005 and 2004, the Plan held certificates of deposit
in Hancock Bank totaling $548,776 and $526,439, respectively. Additionally, at December 31, 2005 and 2004,
the Plan owned $9,917,828 (262,307 shares) and $8,600,424 (257,036 shares), respectively, in Hancock
Holding Company stock. During 2005 and 2004, the Plan recorded $174,012 and $139,197, respectively, in
dividend income on Hancock Holding Company stock. The Plan paid administrative fees to the Trustee during
2005 and 2004 totaling $3,589 and $4,248, respectively.

(7) Plan Termination

Although it has not expressed any intention to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in
ERISA. In the event that the Plan is terminated, participants would become 100% vested in their account.

                                                                                                               Schedule I
                                             HANCOCK BANK 401(k) SAVINGS AND
                                                INVESTMENT PLAN AND TRUST
                             Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
                                                    December 31, 2005
    Number                                                                                                    Current
   of units                                 Description                                     Cost            fair value
- ----------------  -----------------------------------------------------------------   -----------------   ----------------
     548,776       * Hancock Bank Certificate of Deposit 4.17% 10/20/09            $        548,776            548,776
     262,307       * Common stock of Hancock Holding Company                              5,608,879          9,917,828
      61,795       * Hancock Horizon Burkenroad Fund, Class A                             1,416,928          1,638,197
     202,826       * Hancock Horizon Growth Fund, Class A                                 3,055,910          3,835,442
     145,257       * Hancock Horizon Growth Fund, Trust Class                             2,005,607          2,777,307
      93,409       * Hancock Horizon Strategic Fund, Class A                              1,454,902          1,413,283
     312,094       * Hancock Horizon Strategic Fund, Trust Class                          4,738,343          4,728,229
     176,386       * Hancock Horizon Value Fund, Class A                                  3,577,083          4,088,626
     179,349       * Hancock Horizon Value Fund, Trust Class                              2,897,072          4,166,272
   3,733,904       * Hancock Horizon Treasury Money Market Fund, Class A                  3,733,904          3,733,904
     130,118       * Hancock Horizon Treasury Money Market Fund, Trust Class                130,118            130,118
      44,103         Federated Intermediate Government Securities                           493,911            483,810
     114,794         Federated Investment Bond Funds                                      1,038,536          1,018,225
      73,239         Federated International Capital Appreciation Fund                      620,428            785,854
      78,650         Federated Max Cap Institutional Services Shares                      1,726,546          1,943,452
      44,216         Federated Index Mini Cap Fund                                          604,649            690,656
      45,519         T Rowe Price Growth Stock Fund                                       1,122,863          1,276,354
                                                                                      -----------------   ----------------
                                                                                   $     34,774,455         43,176,333
                                                                                      =================   ================
* Indicates a party-in-interest
See accompanying Report of Independent Registered Public Accounting Firm.

                                                                    10

                                                           SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                                              Hancock Bank 401(k) Savings and Investment Plan


                                                           By:  /s/ Paul D. Guichet
                                                              --------------------------------------------
                                                               Paul D. Guichet
                                                               Vice President
                                                               Investor Relations

Date:  June 29, 2006

                                 Consent of Independent Registered Public Accounting Firm



The Plan Administrator
Hancock Bank 401(k) Savings and Investment Plan and Trust:


We consent to the  incorporation  by  reference  in  Registration  Statement  No.  33-05081 on Form S-8 of Hancock  Holding
Company of our report dated June 9,  2006,  with respect to the statements of net assets  available for benefits of Hancock
Bank 401(k)  Savings and Investment Plan and Trust (the Plan) as of December 31,  2005 and 2004, the related  statements of
changes in net assets available for benefits for the years then ended, and the related supplemental  schedule,  Schedule H,
Line 4i - Schedule of Assets (Held at End of Year) as of December 31,  2005,  which report appears in the December 31, 2005
Annual Report on Form 11-K of Hancock Bank 401(k) Savings and Investment Plan and Trust.



/s/ KPMG LLP

Birmingham, Alabama
June 28, 2006

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