SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(Mark One):
XX ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _____________
Commission file number 000-20739
A. Full title of the plan and address of the plan, if different from
that of the issuer named below:
FIRST FEDERAL SAVINGS 401(k) PLAN
301 Fairway Drive
Bloomington, IL 61701
B. Name of the issuer of the securities held pursuant to the plan
and the address of its principal executive office:
EAGLE BANCGROUP, INC.
301 Fairway Drive
Bloomington, IL 61701
<TABLE>
<CAPTION>
First Federal Savings 401(k) Plan
Comparative Statement of Net Assets Available for Benefits
(Unaudited)
December 31,
1998 1997
<S> <C> <C>
ASSETS
Eagle BancGroup, Inc. common stock 65,114 57,616
Shares of registered investment companies 482,701 348,476
Total Investments 547,815 406,092
Cash 409 1,811
Money market funds 4,318 1,890
Participant contributions receivable 11,194 3,116
Employer contributions receivable 23,918 25,835
Total Contributions Receivable 35,112 28,951
Net Assets Available for Benefits 587,654 438,744
See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
First Federal Savings 401(k) Plan
Statement of Net Assets Available for Benefits, with Fund Information
(Unaudited)
December 31, 1998
Fund 1 Fund 2 Fund 3 Fund 4 Fund 5 Fund 6
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Eagle BancGroup,
Inc. common
stock 65,114 - - - - -
Shares of
registered
investment
companies - - 42,745 566 51,271 12,678
Total Investments 65,114 - 42,745 566 51,271 12,678
Cash 409 - - - - -
Money market funds - 4,318 - - - -
Participant - - 244 - 2,010 185
Employer - - 754 - 3,379 609
Total Contributions
Receivable - - 998 - 5,389 794
Net Assets
Available for
Benefits 65,523 4,318 43,743 566 56,660 13,472
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998, continued
Fund 7 Fund 8 Fund 9 Fund 10 Fund 11 Fund 12
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Eagle BancGroup,
Inc. common
stock - - - - - -
Shares of
registered
investment
companies 52,246 58,269 29,110 - 12,122 20,609
Total Investments 52,246 58,269 29,110 - 12,122 20,609
Cash - - - - - -
Money market funds - - - - - -
Participant 634 1,297 720 - 195 782
Employer 2,346 3,089 600 - 757 1,499
Total Contributions
Receivable 2,980 4,386 1,320 - 952 2,281
Net Assets
Available for
Benefits 55,226 62,655 30,430 - 13,074 22,890
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998, continued
Fund 13 Fund 14 Fund 15 Fund 16 Fund 17 Total
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Eagle BancGroup,
Inc. common
stock - - - - - 65,114
Shares of
registered
investment
companies 52,577 53,109 43,409 7,445 46,545 482,701
Total Investments 52,577 53,109 43,409 7,445 46,545 547,815
Cash - - - - - 409
Money market funds - - - - - 4,318
Participant 985 1,922 1,333 99 788 11,194
Employer 2,473 3,752 2,541 300 1,819 23,918
Total Contributions
Receivable 3,458 5,674 3,874 399 2,607 35,112
Net Assets
Available for
Benefits 56,035 58,783 47,283 7,844 49,152 587,654
See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
First Federal Savings 401(k) Plan
Statement of Net Assets Available for Benefits, with Fund Information
(Unaudited)
December 31, 1997
Fund 1 Fund 2 Fund 3 Fund 4 Fund 5 Fund 6
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Eagle BancGroup,
Inc. common
stock 57,616 - - - - -
Shares of
registered
investment
companies - - 38,316 471 33,998 9,557
Total Investments 57,616 - 38,316 471 33,998 9,557
Cash 1,811 - - - - -
Money market funds - 1,890 - - - -
Participant - - 113 - 453 78
Employer - - 1,314 - 3,472 744
Total Contributions
Receivable - - 1,427 - 3,925 822
Net Assets
Available for
Benefits 59,427 1,890 39,743 471 37,923 10,379
</TABLE>
<TABLE>
<CAPTION>
December 31, 1997, continued
Fund 7 Fund 8 Fund 9 Fund 10 Fund 11 Fund 12
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Eagle BancGroup,
Inc. common
stock - - - - - -
Shares of
registered
investment
companies 39,557 48,094 20,384 - 10,206 19,070
Total Investments 39,557 48,094 20,384 - 10,206 19,070
Cash - - - - - -
Money market funds - - - - - -
Participant 251 363 133 - 102 175
Employer 2,336 3,367 600 - 1,073 2,010
Total Contributions
Receivable 2,587 3,730 733 - 1,175 2,185
Net Assets
Available for
Benefits 42,144 51,824 21,117 - 11,381 21,255
</TABLE>
<TABLE>
<CAPTION>
December 31, 1997, continued
Fund 13 Fund 14 Fund 15 Fund 16 Fund 17 Total
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Eagle BancGroup,
Inc. common
stock - - - - - 57,616
Shares of
registered
investment
companies 38,426 38,824 30,494 4,375 16,704 348,476
Total Investments 38,426 38,824 30,494 4,375 16,704 406,092
Cash - - - - - 1,811
Money market funds - - - - - 1,890
Participant 384 440 312 36 276 3,116
Employer 2,494 3,726 2,692 282 1,725 25,835
Total Contributions
Receivable 2,878 4,166 3,004 318 2,001 28,951
Net Assets
Available for
Benefits 41,304 42,990 33,498 4,693 18,705 438,744
See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
First Federal Savings 401(k) Plan
Statement of Changes in Net Assets Available for Plan Benefits
(Unaudited)
For the Year Ended December 31, 1998
Fund 1 Fund 2 Fund 3 Fund 4 Fund 5 Fund 6
<S> <C> <C> <C> <C> <C> <C>
Unrealized Appreciation
(Depreciation) on
Investments 4,216 194 2,319 95 5,848 1,459
Contributions:
Participant 1,880 1,532 2,799 - 15,483 2,097
Employer - - 754 - 3,379 609
Total Contributions 1,880 1,532 3,553 - 18,862 2,706
Total Additions 6,096 1,726 5,872 95 24,710 4,165
Deductions:
Forfeitures - (1,214) 11 - 223 18
Benefits paid to
participants - 1,450 5,510 - 3,558 1,785
Total Deductions - 236 5,521 - 3,781 1,803
Interfund transfers - 938 3,649 - (2,192) 731
Net Assets Available
for Benefits:
Beginning of Period 59,427 1,890 39,743 471 37,923 10,379
End of Period 65,523 4,318 43,743 566 56,660 13,472
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended December 31, 1998, continued
Fund 7 Fund 8 Fund 9 Fund 10 Fund 11 Fund 12
<S> <C> <C> <C> <C> <C> <C>
Unrealized Appreciation
(Depreciation) on
Investments 3,068 2,039 4,020 - 1,605 (797)
Contributions:
Participant 6,696 11,638 4,693 - 2,668 6,347
Employer 2,346 3,089 600 - 757 1,499
Total Contributions 9,042 14,727 5,293 - 3,425 7,846
Total Additions 12,110 16,766 9,313 - 5,030 7,049
Deductions:
Forfeitures 45 143 - - 29 32
Benefits paid to
participants 2,674 6,131 - - 2,509 3,106
Total Deductions 2,719 6,274 - - 2,538 3,138
Interfund transfers 3,691 339 - - (799) (2,276)
Net Assets Available
for Benefits:
Beginning of Period 42,144 51,824 21,117 - 11,381 21,255
End of Period 55,226 62,655 30,430 - 13,074 22,890
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended December 31, 1998, continued
Fund 13 Fund 14 Fund 15 Fund 16 Fund 17 Total
<S> <C> <C> <C> <C> <C> <C>
Unrealized Appreciation
(Depreciation) on
Investments 5,668 (110) 8,732 1,683 22,953 62,992
Contributions:
Participant 10,472 15,170 10,892 1,244 7,901 101,512
Employer 2,473 3,752 2,541 300 1,819 23,918
Total Contributions 12,945 18,922 13,433 1,544 9,720 125,430
Total Additions 18,613 18,812 22,165 3,227 32,673 188,422
Deductions:
Forfeitures 156 185 183 - 189 -
Benefits paid to
participants 2,626 4,372 4,777 - 1,952 40,450
Total Deductions 2,782 4,557 4,960 - 2,141 40,450
Interfund transfers (1,100) 1,538 (3,420) (76) (85) 938
Net Assets Available
for Benefits:
Beginning of Period 41,304 42,990 33,498 4,693 18,705 438,744
End of Period 56,035 58,783 47,283 7,844 49,152 587,654
See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
First Federal Savings 401(k) Plan
Statement of Changes in Net Assets Available for Plan Benefits
(Unaudited)
For the Year Ended December 31, 1997
Fund 1 Fund 2 Fund 3 Fund 4 Fund 5 Fund 6
<S> <C> <C> <C> <C> <C> <C>
Unrealized Appreciation
(Depreciation) on
Investments 12,109 - 1,965 62 3,185 2,108
Contributions:
Participant 2,740 - 2,676 - 11,024 1,907
Employer - - 1,314 - 3,472 744
Total Contributions 2,740 - 3,990 - 14,496 2,651
Total Additions 14,849 - 5,955 62 17,681 4,759
Deductions:
Forfeitures - (372) (73) - (210) (47)
Benefits paid to
participants 55 719 853 1,674 3,718 798
Total Deductions 55 347 780 1,674 3,508 751
Interfund transfers - 544 - - - -
Net Assets Available
for Benefits:
Beginning of Period 44,633 1,693 34,568 2,083 23,750 6,371
End of Period 59,427 1,890 39,743 471 37,923 10,379
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended December 31, 1997, continued
Fund 7 Fund 8 Fund 9 Fund 10 Fund 11 Fund 12
<S> <C> <C> <C> <C> <C> <C>
Unrealized Appreciation
(Depreciation) on
Investments 2,022 10,748 2,362 566 (267) 3,763
Contributions:
Participant 5,994 8,864 2,543 650 2,531 4,262
Employer 2,335 3,367 600 - 1,073 2,010
Total Contributions 8,329 12,231 3,143 650 3,604 6,272
Total Additions 10,351 22,979 5,505 1,216 3,337 10,035
Deductions:
Forfeitures (156) (191) (78) (22) (59) (108)
Benefits paid to
participants 487 3,761 - - 1,107 1,303
Total Deductions 331 3,570 (78) (22) 1,048 1,195
Interfund transfers - - 4,918 (4,918) - -
Net Assets Available
for Benefits:
Beginning of Period 32,124 32,415 10,616 3,680 9,092 12,415
End of Period 42,144 51,824 21,117 - 11,381 21,255
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended December 31, 1997, continued
Fund 13 Fund 14 Fund 15 Fund 16 Fund 17 Total
<S> <C> <C> <C> <C> <C> <C>
Unrealized Appreciation
(Depreciation) on
Investments 5,077 4,643 7,760 656 (1,100) 55,659
Contributions:
Participant 9,262 10,704 7,626 849 6,665 78,297
Employer 2,494 3,726 2,692 282 1,725 25,834
Total Contributions 11,756 14,430 10,318 1,131 8,390 104,131
Total Additions 16,833 19,073 18,078 1,787 7,290 159,790
Deductions:
Forfeitures (209) (215) (149) (26) (135) (2,050)
Benefits paid to
participants 5,998 3,785 3,473 464 1,666 29,861
Total Deductions 5,789 3,570 3,324 438 1,531 27,811
Interfund transfers - - - - - 544
Net Assets Available
for Benefits:
Beginning of Period 30,260 27,487 18,744 3,344 12,946 306,221
End of Period 41,304 42,990 33,498 4,693 18,705 438,744
See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
First Federal Savings 401(k) Plan
Statement of Changes in Net Assets Available for Plan Benefits
(Unaudited)
The 1996 Statement of Changes is presented in two sections. The first section
reflects activity from January 1 through March 11 during which time the plan
was administered by IAA Trust Company. The second section reflects activity
from March 11 through December 31 during which time the plan was administered
by Bankers Systems. The Plan Administrator changed to Bankers Systems from
IAA Trust Company on March 11.
For the Period From January 1, 1996 Through March 11, 1996
Fund A Fund B Fund C Fund D Fund E Fund F Total
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest 44 - 144 (44) 119 (23) 240
Dividends - 96 - - - - 96
Other - - - 213 85 156 454
Total Investment
Income 44 96 144 169 204 133 790
Realized Gain (Loss) on
Investments - 4,184 2,943 4,678 4,726 782 17,313
Unrealized Appreciation
(Depreciation) on
Investments - (3,277) (2,758) (2,866) (3,395) (785) (13,081)
Contributions:
Participant - - - - - - -
Employer - - - - - - -
Total Contributions - - - - - - -
Total Additions 44 1,003 329 1,981 1,535 130 5,022
Deductions:
Forfeitures - - - - - - -
Benefits paid to
participants 1,084 2,893 1,641 8,338 930 - 14,886
Amount transferred
to new plan
administrator 5,289 37,944 47,374 38,405 52,474 18,032 199,518
Total Deductions 6,373 40,837 49,015 46,743 53,404 18,032 214,404
Net Assets Available
for Benefits:
Beginning of Period 6,329 39,834 48,686 44,762 51,869 17,902 209,382
End of Period - - - - - - -
See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
For The Period From March 11, 1996 Through December 31, 1996
Fund 1 Fund 2 Fund 3 Fund 4 Fund 5 Fund 6
<S> <C> <C> <C> <C> <C> <C>
Amount Transferred
From Former Plan
Administrator - (1,607) 30,829 1,537 18,523 5,156
Unrealized Appreciation
(Depreciation) on
Investments 14,382 54 1,372 132 1,486 472
Contributions:
Participant 1,037 1,861 3,062 414 6,453 1,380
Employer - 1,696 1,377 - 2,907 674
Total Contributions 1,037 3,557 4,439 414 9,360 2,054
Total Additions 15,419 3,611 5,811 546 10,846 2,526
Deductions:
Forfeitures - 1,696 - - - -
Benefits paid to
participants - (1,349) 1,520 - 672 223
Total Deductions - 347 1,520 - 672 223
Interfund transfers 29,214 36 (552) - (4,947) (1,088)
Net Assets Available
for Benefits:
Beginning of Period - - - - - -
End of Period 44,633 1,693 34,568 2,083 23,750 6,371
</TABLE>
<TABLE>
<CAPTION>
For the Period From March 11, 1996 Through December 31, 1996, continued
Fund 7 Fund 8 Fund 9 Fund 10 Fund 11 Fund 12
<S> <C> <C> <C> <C> <C> <C>
Amount transferred
from former plan
administrator 26,019 26,113 5,903 2,530 8,319 10,054
Unrealized Appreciation
(Depreciation) on
Investments 820 3,568 1,021 276 362 806
Contributions:
Participant 5,322 5,980 3,342 774 1,966 2,701
Employer 1,943 2,724 350 100 914 1,423
Total Contributions 7,265 8,704 3,692 874 2,880 4,124
Total Additions 8,085 12,272 4,713 1,150 3,242 4,930
Deductions:
Forfeitures - - - - - -
Benefits paid to
participants 1,433 1,086 - - 374 424
Total Deductions 1,433 1,086 - - 374 424
Interfund transfers (547) (4,884) - - (2,095) (2,145)
Net Assets Available
for Benefits:
Beginning of Period - - - - - -
End of Period 32,124 32,415 10,616 3,680 9,092 12,415
</TABLE>
<TABLE>
<CAPTION>
For the Period From March 11, 1996 Through December 31, 1996, continued
Fund 13 Fund 14 Fund 15 Fund 16 Fund 17 Total
<S> <C> <C> <C> <C> <C> <C>
Amount Transferred
From Former Plan
Administrator 20,947 19,112 15,144 1,869 9,070 199,518
Unrealized Appreciation
(Depreciation) on
Investments 4,555 2,575 1,709 408 852 34,850
Contributions:
Participant 6,769 6,467 4,463 895 3,879 56,765
Employer 2,248 2,986 2,132 172 1,608 23,254
Total Contributions 9,017 9,453 6,595 1,067 5,487 80,019
Total Additions 13,572 12,028 8,304 1,475 6,339 114,869
Deductions:
Forfeitures - - - - - 1,696
Benefits paid to
participants 414 812 583 - 278 6,470
Total Deductions 414 812 583 - 278 8,166
Interfund transfers (3,845) (2,841) (4,121) - (2,185) -
Net Assets Available
for Benefits:
Beginning of Period - - - - - -
End of Period 30,260 27,487 18,744 3,344 12,946 306,221
See accompanying notes.
</TABLE>
First Federal Savings 401(k) Plan
Notes to Financial Statements
NOTE 1. DESCRIPTION OF THE PLAN
The following description of the First Federal Savings 401(k) Plan (the
'Plan') provides only general information. Participants should refer to the
Summary Plan Description for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a profit sharing plan with a cash or deferred arrangement
established in accordance with the requirements of Sections 401(a) and 401(k)
of the Internal Revenue Code. The Plan is subject to the provisions of ERISA.
Substantially all employees of First Federal Savings are covered by the plan.
Donald L. Fernandes, Chairman of the Board and CEO of First Federal Savings,
is Trustee of the Plan.
ELIGIBILITY
Each employee of First Federal Savings is eligible to participate in the
Plan on the next January 1 or July 1 following or coinciding with the employee
attaining the age of twenty and one-half years and completing six months of
service. As of January 1, 1999, there were 44 employees eligible to
participate in the Plan with 36 employees actually participating.
CONTRIBUTIONS
Participants may elect to reduce pretax compensation from 1 to 15% and
have that amount contributed to the Plan. Rollover contributions from other
plans may also be made subject to approval of the Plan Administrator and to
compliance with IRS regulations. In addition, the Board of Directors of First
Federal Savings may elect to make matching and or discretionary contributions
to the Plan to eligible participants on the last day of the fiscal year. For
1998 and 1997, First Federal Savings matched 100% of the first $250 and 50% of
the next $1,500 of eligible participant contributions. Participants elect
their contribution percentage when initially eligible to participate and can
modify or terminate their contribution percentage as of the first day of each
calendar quarter thereafter.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions, First Federal Savings' matching and discretionary contributions
and Plan earnings.
VESTING
Participants are at all times fully vested in their contributions and the
earnings thereon. Participants fully vest in employer contributions and
earnings thereon after six years of qualified service based on vesting 20%
after each of the second through sixth years of qualified service. A year of
qualified service is earned in each 12 month period in which the participant
completes at least 501 hours of service. Generally, vesting is accelerated
upon retirement or due to death or disability of the participant.
PLAN ADMINISTRATOR
As of January 1, 1998, the Plan Administrator changed from Bankers
Systems Inc. to McGladrey & Pullen, LLP. Plan investments, with the exception
of Eagle BancGroup, Inc. common stock, are maintained by First Mercantile
Trust Company. Investments in Eagle BancGroup, Inc. common stock are
maintained by the plan trustee. Bankers Systems Inc. had been Plan
Administrator since March 11, 1996. IAA Trust Company was Plan Administrator
prior to Bankers Systems.
INVESTMENT OPTIONS
Participants may elect to direct the investment of any or all of their
accounts under the Plan. Prior to October, 1998, participants could invest up
to 50% of their account in the common stock of Eagle BancGroup, Inc., the
holding company that owns First Federal Savings. This investment option is no
longer allowed by the Plan, though previously purchased shares can still be
held in participant accounts. Participants can also invest in any of 16
registered investment companies (mutual funds) offered through First
Mercantile Trust Company. The fund numbers listed as part of the following
brief fund descriptions correspond to the financial statements presented in
this report.
Fund 1: Eagle BancGroup, Inc. Common Stock
Fund 2: First Mercantile Money Market Fund
Fund 3: LaSalle National Trust - guaranteed investment contracts
Fund 4: Simms Capital - global stock funds
Fund 5: Navellier & Associates - growth stocks
Fund 6: Miller/Howard Investments - utilities
Fund 7: Colony Capital - government bonds
Fund 8: Trinity Investment Management - value stocks
Fund 9: Highland Capital Management - growth stocks and bonds
Fund 10: Thompson, Siegel & Walmsley - value stocks and bonds
Fund 11: T. Rowe Price - international bonds
Fund 12: Boston Partners - large value stocks
Fund 13: Brandes Investment Partners - international equity
Fund 14: Frontier Capital Management - growth stocks
Fund 15: Rittenhouse - large growth stocks
Fund 16: Roger Engemann & Associates - growth stocks
Fund 17: Amerindo Investment Advisors - bio-tech stocks
Participants may change their investment options quarterly.
For reference to the financial statements dated prior to the change in
Plan Administrator, listed below are the fund numbers and names for the IAA
Trust Company funds:
Fund A: Money Market Fund
Fund B: IAA Asset Allocation Fund
Fund C: Guaranteed Investment Contract Fund
Fund D: International Fund
Fund E: Common Stock Fund
Fund F: Long Term Bond Fund
PAYMENT OF BENEFITS
Benefits payable to a participant include the sum of their salary
deferral, rollover contributions, vested share of employer contributions and
net earnings on the investment of such amounts through the date of valuation.
Benefits are payable to participants as a result of termination of employment,
death or under certain hardship conditions. Following termination of
employment or death, benefits can be paid in a lump sum, in two or more annual
installments, in a nontransferable annuity contract or rolled into another
qualified plan. If the vested portion of the Participant's account is less
than $3,500, payment is generally made in a lump sum. If the vested portion
of the Participant's Accounts exceeds $3,500, no distribution generally will
be made if the Participant has not attained age 65 unless the Participant
consents to an earlier distribution.
Benefits will be paid to the designated beneficiary in the event of a
Participant's death. If married, the Participant's spouse shall be the
beneficiary unless the spouse has agreed to another beneficiary.
Participants may be permitted to make a withdrawal of their contributions
and employer contributions, not including earnings on such funds, under
certain conditions, including payment of medical expenses, purchase of a
principal residence and payment of tuition and related fees for post secondary
education. Certain conditions must be met before such withdrawals and
participant contributions are suspended for twelve months following such
withdrawals.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan have been prepared on the accrual
basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
Shares in registered investment companies are carried at aggregate
current value with the difference between cost and current value reflected in
the statement of changes in net assets available for benefits as unrealized
appreciation or depreciation of investments. Market values of shares in
registered investment companies are based on the quoted net asset value
(redemption value) of the investment company at year end. Investment in Eagle
BancGroup, Inc. common stock is carried at quoted market prices.
WITHDRAWALS AND FORFEITURES
Participants who withdraw from the Plan forfeit any unvested amounts in
their accounts. Forfeiture amounts are allocated to all other participants in
addition to any amounts contributed by the Employer.
ADMINISTRATIVE EXPENSES
Administrative expenses are generally paid by the Employer.
NOTE 3. INVESTMENTS
The Plan Administrator holds the Plan's investments and executes all of
the Plan's transactions related to all funds except the Eagle BancGroup, Inc.
common stock. Transactions related to Eagle BancGroup, Inc. common stock were
executed by PrimeVest Financial Services, Inc. ('PrimeVest') at the direction
of the Plan Trustee. Financial information with respect to investments held
at December 31, 1998 and 1997 was provided by McGladrey & Pullen, LLP, First
Mercantile Trust Company, PrimeVest and Bankers Systems. The financial
information presented has not been audited by independent auditors.
Investments that represent 5% or more of the Plan's net assets are identified
with an asterisk (*).
First Mercantile Trust Company continually monitors the performance of
the registered investment companies. As results warrant, holdings may be
moved from an underforming registered investment company to a new registered
investment company with the same primary investment strategy (i.e. government
bonds, growth stocks, etc.). In 1998, one such change was made. Fund 4 was
changed from Sun Valley Advisors, Inc. to Simms Capital.
<TABLE>
December 31, 1998 Fair Appreciation
Units Cost Value (Depreciation)
<S> <C> <C> <C> <C>
Common Stock:
Fund 1-Eagle BancGroup stock* 3215.50 34,443 65,114 30,671
(11 participants)
Registered Investment Companies:
Fund 3-LaSalle National Trust* 2340.92 37,745 42,745 5,000
(10 participants)
Fund 4-Simms Capital 23.91 408 566 158
(1 participant)
Fund 5-Navellier & Associates* 1523.26 41,436 51,271 9,835
(25 participants)
Fund 6-Miller/Howard Investments 548.89 9,209 12,678 3,469
(17 participants)
Fund 7-Colony Capital* 2886.86 46,677 52,246 5,569
(9 participants)
Fund 8-Trinity Investment Mgt* 2675.02 44,000 58,269 14,269
(33 participants)
Fund 9-Highland Capital Mgt* 984.76 21,834 29,110 7,276
(4 participants)
Fund 10-Thompson, Siegel &
Walmsley - - - -
(no participants)
Fund 11-T. Rowe Price 998.60 10,727 12,122 1,395
(16 participants)
Fund 12-Boston Partners 773.34 17,445 20,609 3,164
(19 participants)
Fund 13-Brandes Investment* 3244.98 40,781 52,577 11,796
(32 participants)
Fund 14-Frontier Capital Mgt* 1912.21 45,651 53,109 7,458
(33 participants)
Fund 15-Rittenhouse* 887.69 28,534 43,409 14,875
(25 participants)
Fund 16-Roger Engemann & Assoc 322.64 4,785 7,445 2,660
(3 participants)
Fund 17-Amerindo Investment
Advisors* 493.78 24,906 46,545 21,639
(26 participants)
Total Investments 408,581 547,815 139,234
</TABLE>
<TABLE>
December 31, 1997 Fair Appreciation
Units Cost Value (Depreciation)
<S> <C> <C> <C> <C>
Common Stock:
Fund 1-Eagle BancGroup stock* 3052.50 31,161 57,616 26,455
(11 participants)
Registered Investment Companies:
Fund 3-LaSalle National Trust* 2215.20 35,005 38,316 3,311
(11 participants)
Fund 4-Sun Valley Advisors 23.91 408 471 63
(1 participant)
Fund 5-Navellier & Associates* 1135.27 29,651 33,998 4,347
(25 participants)
Fund 6-Miller/Howard Investments 465.01 7,073 9,557 2,484
(21 participants)
Fund 7-Colony Capital* 2337.29 36,729 39,557 2,828
(10 participants)
Fund 8-Trinity Investment Mgt* 2278.78 34,408 48,094 13,686
(32 participants)
Fund 9-Highland Capital Mgt 809.13 17,001 20,384 3,383
(3 participants)
Fund 10-Thompson, Siegel &
Walmsley - - - -
(no participants)
Fund 11-T. Rowe Price 951.22 10,115 10,206 91
(21 participants)
Fund 12-Boston Partners 701.97 14,702 19,070 4,368
(23 participants)
Fund 13-Brandes Investment* 2681.17 29,570 38,426 8,856
(33 participants)
Fund 14-Frontier Capital Mgt* 1347.45 32,268 38,824 6,556
(32 participants)
Fund 15-Rittenhouse* 778.10 21,646 30,494 8,848
(25 participants)
Fund 16-Roger Engemann & Assoc 249.37 3,390 4,375 985
(2 participants)
Fund 17-Amerindo Investment
Advisors 350.47 16,869 16,704 (165)
(25 participants)
Total Investments 319,996 406,092 86,096
</TABLE>
NOTE 4. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under
Section 401(a) of the Internal Revenue Code and is, therefore, not subject to
tax under present income tax laws. Once qualified, the Plan is required to
operate in conformity with the Internal Revenue Code to maintain its
qualification. Neither the Plan Administrator nor the Plan Trustee is aware
of any course of action or series of events that have occurred that might
adversely affect the qualified status of the Plan.
Participant contributions are exempt from federal income tax for the
participant in the year contributed. Funds withdrawn are subject to federal
income tax in the year withdrawn. Withdrawals by participants under 65 years
of age may also be subject to penalty.
NOTE 5. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan owned 3,215.50 shares of Eagle BancGroup, Inc. (parent of First
Federal Savings and Loan) common stock, with a fair market value of $65,114,
at December 31, 1998. Purchases of Eagle BancGroup, Inc. common stock were
allowed in the Plan from 1996 through September, 1998. In 1998 and 1997 there
were purchases of 163 and 65 shares, respectively. In 1997, 2.50 shares were
distributed and there were no other sales or disposals of Eagle BancGroup,
Inc. common stock by the Plan in 1998 or 1997.
NOTE 6. PLAN TERMINATION
Although the Plan is intended to continue indefinitely, the Employer has
the right to terminate the Plan in whole or in part at any time subject to the
provisions of ERISA. In the event of Plan termination, participants will
become fully vested in their entire account, including employer contributions,
regardless of any other Plan provisions.
First Federal Savings 401(k) Plan
Schedule of Reportable Transactions
Year Ended December 31, 1998
(Unaudited)
Item 27(d)
Category (i) - Single transaction in excess of 5% of plan assets
NONE
Category (ii) - Series of transactions other than securities transactions
NONE
Category (iii) - A series of transactions in excess of 5% of plan assets
NONE
Category (iv) - Transactions with or in conjunction with a person if any
single transaction with that person is in excess of 5%
NONE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST FEDERAL SAVINGS 401(K) PLAN
DATE: June 29, 1999 /S/ DONALD L. FERNANDES
-----------------------
Donald L. Fernandes
Trustee
