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, 1999
___ 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,
1999 1998
<S> <C> <C>
ASSETS
Eagle BancGroup, Inc. common stock - 65,114
Shares of registered investment companies 794,677 482,701
Total Investments 794,677 547,815
Cash - 409
Money market funds 8,440 4,318
Participant contributions receivable 4,226 11,194
Employer contributions receivable 28,697 23,918
Total Contributions Receivable 32,943 35,112
Net Assets Available for Benefits 836,040 587,654
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, 1999
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 - - - - - -
Shares of
registered
investment
companies - - 50,814 1,356 111,518 24,064
Total Investments - - 50,814 1,356 111,518 24,064
Cash - - - - - -
Money market funds - 8,440 - - - -
Participant - - 84 26 582 104
Employer - - 748 255 4,171 726
Total Contributions
Receivable - - 832 281 4,753 830
Net Assets
Available for
Benefits - 8,440 51,646 1,637 116,271 24,894
</TABLE>
<TABLE>
<CAPTION>
December 31, 1999, 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 61,362 71,665 37,670 204 15,899 31,579
Total Investments 61,362 71,665 37,670 204 15,899 31,579
Cash - - - - - -
Money market funds - - - - - -
Participant 281 511 342 8 154 305
Employer 2,474 3,580 913 100 969 1,721
Total Contributions
Receivable 2,755 4,091 1,255 108 1,123 2,026
Net Assets
Available for
Benefits 64,117 75,756 38,925 312 17,022 33,605
</TABLE>
<TABLE>
<CAPTION>
December 31, 1999, 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 - - - - - -
Shares of
registered
investment
companies 85,202 95,279 55,615 11,795 140,655 794,677
Total Investments 85,202 95,279 55,615 11,795 140,655 794,677
Cash - - - - - -
Money market funds - - - - - 8,440
Participant 440 592 458 86 253 4,226
Employer 2,984 4,390 3,243 388 2,035 28,697
Total Contributions
Receivable 3,424 4,982 3,701 474 2,288 32,923
Net Assets
Available for
Benefits 88,626 100,261 59,316 12,269 142,943 836,040
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 Changes in Net Assets Available for Plan Benefits
(Unaudited)
For the Year Ended December 31, 1999
Fund 1 Fund 2 Fund 3 Fund 4 Fund 5 Fund 6
<S> <C> <C> <C> <C> <C> <C>
Unrealized Appreciation
(Depreciation) on
Investments 12,965 255 2,411 384 52,589 7,039
Contributions:
Participant - 2,287 2,938 370 15,162 2,547
Employer - - 748 255 4,171 726
Total Contributions - 2,287 3,686 625 19,333 3,273
Total Additions 12,965 2,542 6,097 1,009 71,922 10,312
Deductions:
Forfeitures - (1,627) - - 298 79
Benefits paid to
participants 17,330 - 1,580 - 18,466 2,669
Total Deductions 17,330 (1,627) 1,580 - 18,764 2,748
Interfund transfers (61,158) (47) 3,386 62 6,453 3,858
Net Assets Available
for Benefits:
Beginning of Period 65,523 4,318 43,743 566 56,660 13,472
End of Period - 8,440 51,646 1,637 116,271 24,894
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended December 31, 1999, 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 (404) (3,000) 3,049 20 (944) 3,326
Contributions:
Participant 6,922 12,617 4,346 192 3,032 5,341
Employer 2,473 3,580 914 100 969 1,721
Total Contributions 9,395 16,197 5,260 292 4,001 7,062
Total Additions 8,991 13,197 8,309 312 3,057 10,388
Deductions:
Forfeitures - 263 - - 112 121
Benefits paid to
participants 4,164 12,060 - - 3,266 4,286
Total Deductions 4,164 12,323 - - 3,378 4,407
Interfund transfers 4,064 12,227 186 - 4,269 4,734
Net Assets Available
for Benefits:
Beginning of Period 55,226 62,655 30,430 - 13,074 22,890
End of Period 64,117 75,756 38,925 312 17,022 33,605
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended December 31, 1999, continued
Fund 13 Fund 14 Fund 15 Fund 16 Fund 17 Total
<S> <C> <C> <C> <C> <C> <C>
Unrealized Appreciation
(Depreciation) on
Investments 27,453 25,945 5,011 2,480 96,643 235,222
Contributions:
Participant 10,633 15,654 10,988 1,380 8,095 102,504
Employer 2,984 4,390 3,243 388 2,035 28,697
Total Contributions 13,617 20,044 14,231 1,768 10,130 131,201
Total Additions 41,070 45,989 19,242 4,248 106,773 366,423
Deductions:
Forfeitures 107 228 245 - 174 -
Benefits paid to
participants 10,683 14,465 13,646 - 16,579 119,194
Total Deductions 10,790 14,693 13,891 - 16,753 119,194
Interfund transfers 2,311 10,182 6,682 177 3,771 1,157
Net Assets Available
for Benefits:
Beginning of Period 56,035 58,783 47,283 7,844 49,152 587,654
End of Period 88,626 100,261 59,316 12,269 142,943 836,040
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 46,283 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>
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.
David R. Wampler, President of First Federal Savings, is Trustee of the Plan.
Mr. Wampler was named Trustee on October 29, 1999 following the resignation of
Donald L. Fernandes, who had been Chairman of the Board and CEO of First
Federal Savings and Trustee of the Plan.
Eagle BancGroup, Inc., First Federal Savings parent company, was
acquired by First Busey Corp. on October 29, 1999. As a result of this
transaction, First Federal Savings 401(k) plan was terminated as of January 1,
2000. No contributions for the year 2000 will be allowed in the plan. All
participant accounts will be rolled over into the First Busey Corp. Profit
Sharing Plan and Trust pending favorable determination by the IRS of the
income tax treatment of the proposed rollover transaction. The rollover
transaction is expected to occur in the year 2000.
ELIGIBILITY
Each employee of First Federal Savings was 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, 2000, there were 49 employees eligible to
participate in the Plan with 37 employees actually participating. Since the
Plan was terminated as of January 1, 2000, no additional participants will be
allowed in the Plan.
CONTRIBUTIONS
Participants could elect to reduce pretax compensation from 1 to 15% and
have that amount contributed to the Plan. Rollover contributions from other
plans could 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 elected to make matching contributions to the Plan to eligible
participants on the last day of the fiscal year. For 1999 and 1998, First
Federal Savings matched 100% of the first $250 and 50% of the next $1,500 of
eligible participant contributions. Participants elected their contribution
percentage when initially eligible to participate and could modify or
terminate their contribution percentage as of the first day of each calendar
quarter thereafter. Since the Plan was terminated as of January 1, 2000, no
contributions will be made to plan for the year 2000.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions, First Federal Savings' matching and discretionary contributions
and Plan earnings.
VESTING
Since the Plan was terminated as of January 1, 2000, all participants
became fully vested in all funds in their respective account. Prior to that,
participants were at all times fully vested in their contributions and the
earnings thereon and fully vested 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 was earned in each 12 month period in which the participant completed
at least 501 hours of service. Generally, vesting was also 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 were
maintained by the plan trustee. Bankers Systems Inc. had been Plan
Administrator since 1996.
INVESTMENT OPTIONS
Participants could elect to direct the investment of any or all of their
accounts under the Plan. Prior to September, 1998, participants could invest
up to 50% of their account in the common stock of Eagle BancGroup, Inc., the
holding company that owned First Federal Savings until October 29, 1999.
After September, 1998, no new purchases of Eagle stock were allowed but
previously purchased shares were held in participant accounts until all Eagle
shares were redeemed in November, 1999. Participants could also invest in any
combination of 16 mutual funds directed by various registered investment
companies offered through First Mercantile Trust Company. Since the Plan was
terminated as of January 1, 2000, participants have not been allowed to change
their account investments, which remain at First Mercantile pending rollover
to the First Busey Corporation Profit Sharing Plan and Trust. 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: Sector Capital - core stocks
Fund 11: T. Rowe Price - international bonds
Fund 12: Rorer Asset Management - 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.
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 could 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 had to be met before such
withdrawals and participant contributions were 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 was carried at quoted market prices prior to
October 29, 1999, when all shares were redeemed following First Busey's cash
acquisition of Eagle.
WITHDRAWALS AND FORFEITURES
Participants who withdrew from the Plan forfeited any unvested amounts in
their accounts. Forfeiture amounts were 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. PrimeVest maintained the holdings of Eagle BancGroup,
Inc. common stock prior to the October 29, 1999 redemption of Eagle stock.
Financial information with respect to investments held at December 31, 1997
and 1996 was provided by First Mercantile Trust Company and PrimeVest. 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 1999, two such changes were made. Fund 10
was changed from Thompson, Seigel & Walmsley to Sector Capital and Fund 12 was
changed from Boston Partners to Rorer Asset Management.
<TABLE>
<CAPTION>
December 31, 1999 Fair Appreciation
Units Cost Value (Depreciation)
<S> <C> <C> <C> <C>
Common Stock:
Fund 1-Eagle BancGroup stock 0.00 -0- -0- -0-
(no participants)
Registered Investment Companies:
Fund 3-LaSalle National Trust* 2637.80 43,590 50,814 7,224
(11 participants)
Fund 4-Simms Capital 39.01 814 1,356 542
(3 participants)
Fund 5-Navellier & Associates* 1645.18 54,842 111,518 56,676
(26 participants)
Fund 6-Miller/Howard Investments 690.41 14,459 24,064 9,605
(16 participants)
Fund 7-Colony Capital* 3416.51 56,755 61,362 4,607
(10 participants)
Fund 8-Trinity Investment Mgt* 3458.72 62,752 71,665 8,913
(35 participants)
Fund 9-Highland Capital Mgt 1163.61 27,344 37,670 10,326
(5 participants)
Fund 10-Sector Capital 7.52 184 204 20
(1 participant)
Fund 11-T. Rowe Price 1425.01 15,637 15,899 262
(16 participants)
Fund 12-Rorer Asset Mgt 1046.14 25,808 31,579 5,771
(19 participants)
Fund 13-Brandes Investment* 3491.57 49,021 85,202 36,181
(33 participants)
Fund 14-Frontier Capital Mgt* 2389.95 64,367 95,279 30,912
(34 participants)
Fund 15-Rittenhouse* 1020.25 40,203 55,615 15,412
(27 participants)
Fund 16-Roger Engemann & Assoc 396.02 6,655 11,795 5,140
(4 participants)
Fund 17-Amerindo Investment
Advisors* 458.52 32,402 140,655 108,253
(25 participants)
Total Investments 494,833 794,677 299,843
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998 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* 2340.92 37,745 42,746 5,001
(10 participants)
Fund 4-Simms Capital 23.91 408 566 157
(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 12,677 3,468
(17 participants)
Fund 7-Colony Capital* 2886.86 46,677 52,246 5,568
(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 11,797
(32 participants)
Fund 14-Frontier Capital Mgt* 1912.21 45,651 53,110 7,459
(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 378,230 487,019 108,789
</TABLE>
NOTE 4. INCOME TAX STATUS
The Internal Revenue Service had ruled that the Plan qualified under
Section 401(a) of the Internal Revenue Code and was, therefore, not subject to
tax under present income tax laws. Once qualified, the Plan was 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.
The First Busey Corporation Profit Sharing Plan and Trust is also a
qualified plan. Participant accounts rolled from the Plan to the First Busey
plan are not expected to be subject to tax under present income tax laws.
NOTE 5. TRANSACTIONS WITH PARTIES-IN-INTEREST
On October 29, 1999, Eagle BancGroup, Inc., parent of First Federal
Savings, was acquired for cash by First Busey Corp. In November, 1999, 2,376
shares of Eagle owned by the Plan were redeemed and the proceeds were rolled
into the other registered investment companies in the Plan. Prior to the
redemption, 839.50 shares were distributed to participants who had withdrawn
from the Plan earlier in 1999. No shares were purchased by the Plan in 1999
as the Plan ceased to allow participants to purchase Eagle stock after
September, 1998. In 1998, 163 shares of Eagle were purchased by the Plan and
no shares were distributed.
NOTE 6. PLAN TERMINATION
As previously noted, as of January 1, 2000, the Plan has been terminated.
All participants are considered fully vested as of the termination date.
Participant accounts will be rolled into the First Busey Corporation Profit
Sharing Plan and Trust subject to regulatory approval.
First Federal Savings 401(k) Plan
Schedule of Reportable Transactions
Year Ended December 31, 1999
(Unaudited)
Item 27(d)
Category (i) - Single transaction in excess of 5% of plan assets
Description of Purchase Selling Average Net Net Gain
Asset Price Price Cost Proceeds or Loss
2,376 shares of
Eagle BancGroup,
Inc. stock $10.83/sh $25.74/sh $25,726 $61,158 $35,432
NOTE: This transaction represents the final redemption of participant
holdings in Eagle BancGroup, Inc. stock following Eagle's purchase by First
Busey Corporation.
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
Registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
FIRST FEDERAL SAVINGS 401(K) PLAN
DATE: June 30, 2000 /S/ David R. Wampler
--------------------
DAVID R. WAMPLER
Trustee
