SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-15950
FIRST BUSEY CORPORATION
(Exact name of registrant as specified in its Charter)
Nevada 37-1078406
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
201 West Main Street
Urbana, Illinois 61801
(Address of principal executive offices) (Zip Code)
(217) 365-4513
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock without par value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 Regulation S-K is not contained herein, and will not be contained to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 6, 1998, the aggregate market value of the Class A Common Stock
held by non-affiliates was $112,351,170. The market value of the Class A Common
Stock is based on the "Bid" price for such stock as reported in the OTC Bulletin
Board on that date. Affiliates include all directors, executive officers and
beneficial holders owning 5% or more of the shares.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Class Outstanding at March 6, 1998
----- ----------------------------
<S> <C>
Class A Common Stock, without par value 6,895,174
</TABLE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement dated March 23, 1998 for First
Busey Corporation's Annual Meeting of Stockholders to be held
April 27, 1998, (the "1998 Proxy Statement") are
incorporated by reference into Part III.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description of Exhibit Sequentially
Number Numbered Page
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
3.1 Certificate of Incorporation of First Busey Corporation (filed as Appendix B to
First Busey's definitive proxy statement filed with the Commission on April 5,
1993 (Commission File No. 0-15950), and incorporated herein by reference)
3.2 By-Laws of First Busey Corporation (filed as Appendix C to First Busey's
definitive proxy statement filed with the Commission on April 5, 1993
(Commission File No. 0-15950), and incorporated herein by reference)
10.1 First Busey Corporation 1993 Restricted Stock Award Plan (filed as Appendix E
to First Busey's definitive proxy statement filed with the Commission on April 5,
1993 (Commission File No. 0-15950), and incorporated herein by reference)
10.2 First Busey Corporation 1986 Stock Option Plan (filed as Exhibit 10.2 to First
Busey's Registration Statement on Form S-1 (Registration No. 33-13973), and
incorporated herein by reference)
10.3 First Busey Corporation Profit Sharing Plan and Trust (filed as Exhibit 10.3 to
First Busey's Registration Statement on Form S-1 (Registration No. 33-13973),
and incorporated herein by reference)
10.4 Mortgage on County Plaza Building (filed as Exhibit 10.4 to First Busey's
Registration Statement on Form S-1 (Registration No. 33-13973), and
incorporated herein by reference)
10.5 Affiliation Agreement dated October l3, 1988 between Community Bank of
Mahomet and CBM Bank, Mahomet and joined in by First Busey Corporation
(filed as Exhibit 2.1 to First Busey's Registration Statement on Form S-4
(Registration No. 33-25159), and incorporated herein by reference)
10.6 Merger Agreement dated October 13, 1988 between Community Bank of
Mahomet and CBM Bank, Mahomet and joined in by Busey Corporation (filed as
Exhibit 2.2 to First Busey's Registration Statement on Form S-4 (Registration No.
33-25159), and incorporated herein by reference)
10.7 First Busey Corporation Employee Stock Ownership Plan (filed as Exhibit 10.7 to
First Busey's Annual Report on Form 10-K for the fiscal year ended December 31,
1988 (Registration No. 2-66201), and incorporated herein by reference)
10.8 First Busey Corporation 1988 Stock Option Plan (filed as Exhibit 10.8 to First
Busey's Annual Report on Form 10-K for the fiscal year ended December 31, 1988
(Registration No. 2-66201), and incorporated herein by reference)
10.9 Affiliation Agreement dated as of April 10, 1989 between First Busey Corporation
and St. Joseph Bancorp, Inc. (filed as Exhibit 2.1 to First Busey's Corporation
Statement on Form S-4 (Registration No. 33-28926), and incorporated herein by
reference)
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Exhibit Description of Exhibit Sequentially
Number Numbered Page
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
10.10 Agreement and Plan of Merger dated April 10, 1989 between First Busey Corporation
and St. Joseph Bancorp, Inc. (filed as Exhibit 2.2 to First Busey's Registration
Statement on Form S-4 (Registration No 33-28926), and incorporated herein by
reference)
10.11 Affiliation Agreement dated as of October 2, 1992 between First Busey Corporation
and Empire Capital Corporation (filed as Exhibit 2.1 to First Busey's Registration
Statement on Form S-4 (Registration No. 33-54664), and incorporated herein by
reference)
21.1 List of Subsidiaries of First Busey Corporation
23.1 Consent of Independent Public Accountants
99.1 Form 11-K Annual Report for First Busey Corporation Profit Sharing Plan and Trust
(Registration No. 33-30095) for the fiscal year ended December 31, 1997.
99.2 Form 11-K Annual Report for First Busey Corporation Employee Stock Ownership
Plan (Registration No. 33-60402) for the fiscal year ended December 31, 1997.
</TABLE>
FINANCIAL STATEMENT SCHEDULES
Financial statement schedules not included in this Form 10-K have been omitted
because they are not applicable for the required information shown in the
financial statements or notes thereto.
REPORTS ON FORM 8-K
No reports on Form 8-K have been filed for or on behalf of First Busey
Corporation during the last quarter or the period covered by this Form 10-K.
FORM S-8 UNDERTAKING
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into the registrant's Registration Statement on Form
S-8 File No. 33-30095.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of the expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Urbana,
Illinois on June 26, 1998.
FIRST BUSEY CORPORATION
BY //DOUGLAS C. MILLS//
--------------------
Douglas C. Mills
Chairman of the Board, President
and Chief Executive Officer
4
<PAGE>
EXHIBIT 99.1
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
Commission File No. 0-15950 (First Busey Corporation)
Commission File No. 33-30095 (the Plan)
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
(the "Plan")
B. Name of issuer of the securities held pursuant to the
plan and the address of its principle executive office:
FIRST BUSEY CORPORATION
201 WEST MAIN STREET
URBANA, ILLINOIS 61801
5
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
6
<PAGE>
CONTENTS
<TABLE>
<S> <C>
INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENTS 8.00
FINANCIAL STATEMENTS
Statements of net assets available for benefits 9.00
Statements of changes in net assets available for benefits 10.00
Notes to financial statements 11-21
INDEPENDENT AUDITOR'S REPORT
ON THE SUPPLEMENTARY INFORMATION 22.00
SUPPLEMENTARY INFORMATION
Line 27a - Schedule of assets held for investment purposes 23-28
Line 27d - Schedule of reportable transactions 29.00
Party in interest transactions 30.00
</TABLE>
7
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Profit Sharing Committee and Participants
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
Urbana, Illinois
We have audited the accompanying statements of net assets available for benefits
of FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST as of December 31, 1997
and 1996, and the related statements of changes in net assets available for
benefits for each of the years in the three-year period ended December 31, 1997.
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 generally accepted auditing
standards. 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 FIRST BUSEY
CORPORATION PROFIT SHARING PLAN AND TRUST as of December 31, 1997 and 1996, and
the changes in net assets available for benefits for each of the years in the
three-year period ended December 31, 1997, in conformity with generally accepted
accounting principles.
Champaign, Illinois
March 16, 1998
8
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
ASSETS
Investments at fair value:
Common stock $10393855.00 $ 6679582.00
Mutual funds 6329272.00 4373828.00
Corporate bonds, notes and commercial paper 1232751.00 2911116.00
Short-term investments 660934.00 516533.00
Notes receivable, participants 209730.00 169625.00
Taxable municipal bonds 175550.00 491723.00
Notes receivable, other 79236.00 91002.00
U. S. Treasury and federal agency securities 70459.00 472022.00
19151787.00 15705431.00
Receivables:
Accrued interest and dividends 241799.00 185791.00
Employers' contributions 602836.00 172500.00
Participants' contributions 55914.00 24434.00
Other 1310.00
901859.00 382725.00
TOTAL ASSETS 20053646.00 16088156.00
LIABILITIES
Cash overdraft 1757.00 360.00
Other 28.00
TOTAL LIABILITIES 1757.00 388.00
NET ASSETS AVAILABLE FOR BENEFITS $20051889.00 $16087768.00
<FN>
See Notes to Financial Statements.
</TABLE>
9
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
$ 3130723.00 $ 1861216.00 $ 1650641.00
Net appreciation in fair value of investments
Interest and dividends 520750.00 497183.00 452677.00
3651473.00 2358399.00 2103318.00
Contributions:
Employers 603301.00 491200.00 371486.00
Employees 702638.00 650421.00 569066.00
Employee contributions representing transfers
from another qualified retirement trust 2846.00 139992.00 118413.00
1308785.00 1281613.00 1058965.00
TOTAL ADDITIONS 4960258.00 3640012.00 3162283.00
Deductions from net assets attributed to:
Benefits paid to participants 892555.00 509641.00 708692.00
Administrative expenses 103582.00 85808.00 80017.00
TOTAL DEDUCTIONS 996137.00 595449.00 788709.00
NET INCREASE 3964121.00 3044563.00 2373574.00
Net assets available for benefits:
Beginning of year 16087768.00 13043205.00 10669631.00
End of year $20051889.00 $16087768.00 $13043205.00
<FN>
See Notes to Financial Statements.
</TABLE>
10
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting:
The financial statements of the Plan are prepared under the accrual method
of accounting.
Use of estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Valuation of investments:
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which represent
the net asset value of shares held by the Plan at year-end. Securities
traded on any recognized stock exchange are valued at the last reported
sales price at the valuation date. Securities not listed on an exchange
and securities for which no sale has been reported on that day are valued
at the closing bid price, or at fair value as determined by the Trustee.
Certificates of deposit and participant and other notes receivable are
valued at cost which approximates fair value. Purchases and sales of
securities are recorded on a trade-date basis.
Payment of benefits:
Benefits are recorded when paid.
NOTE 2. PLAN DESCRIPTION
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
General:
First Busey Corporation Profit Sharing Plan and Trust (the Plan) is a
multiple-employer profit sharing plan and 401(k) plan. Participating
employers are First Busey Corporation and its subsidiaries (the
Employers).
The Plan is a profit sharing plan that was amended effective
January 1, 1987, to include a 401(k) plan. The Plan covers all full-time
employees of the Employers who have completed 1 year of service. It is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
11
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Contributions:
Each participant is permitted to make voluntary contributions to their
profit sharing account up to 10% of the participant's total compensation,
subject to certain limits as provided in the plan document and in income
tax regulations. Participants may also contribute amounts representing
distributions from other qualified plans.
The Employers' contributions to the profit sharing portion of the Plan
are determined by the Board of Directors. The Employers also make
matching contributions to the 401(k) portion of the Plan equal to a
percentage of the first 6% of total compensation that a participant
contributes to the Plan. The Employers matching contribution is
dependent upon the earnings per share attained by First Busey
Corporation. The Board of Directors approves the level of matching
contributions each year.
For the year ended December 31, 1997, 401(k) Plan matching contributions
totaled 50% of qualified participant contributions.
Participant accounts:
Each participant's profit sharing account is credited with the
participant's contributions and an allocation of (a) the Employers'
contribution, (b) Plan earnings, (c) forfeitures of terminated
participants' non-vested accounts, and (d) administrative expenses.
Allocations are based on participant earnings or account balances,
as defined. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account.
Each participant's 401(k) account is credited with the participant's
voluntary contributions and an allocation of (a) the Employers'
contribution, (b) Plan earnings, and (c) administrative expenses. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
Vesting:
Participants in the 401(k) plan are immediately vested in their voluntary
contributions, the Company's contribution and the respective Plan
earnings on those contributions.
Participants in the profit sharing plan are immediately vested in their
voluntary contributions plus earnings thereon. Vesting in the remainder
of their accounts is based on years of continuous service. A
participant is 100 percent vested after seven years of credited service.
Investment options:
Upon enrollment in the 401(k) plan, a participant may direct
contributions in any of five investment options as follows:
Balanced Fund - Funds are invested primarily in shares of registered
investment companies and corporate bonds.
12
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Equity Growth Fund - Funds are invested in shares of registered
investment companies.
FBC Stock Fund - Funds are invested in Class A common stock of
First Busey Corporation.
CD Fund - Funds are invested in a certificate of deposit with
Busey Bank, a subsidiary of First Busey Corporation.
International Fund - Funds are invested in international equity
mutual funds.
During the current Plan year, a change was made to allow a participant
to direct profit sharing contributions in any of the five investment
options available for the 401(k) plan in addition to the two following
investment options:
S & P 500 Index Fund - Funds are invested in the 500 largest
companies domiciled in the United States.
Financial Institution Fund - Funds are invested in bank and
savings and loan institutions.
Participants may change their investment options quarterly.
Notes receivable, participants:
Participants may borrower from their fund accounts a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or 50 percent of their vested
account balance. Loan transactions are treated as a transfer to (from)
the investment fund from (to) the Participant Notes fund. Loan terms
range from 3 years or up to 10 years for the purchase of a primary
residence. The loans are secured by the balance in the participant's
account and bear interest at the prime rate as set by American National
Bank. Interest rates range from 7.5 percent to 10.0 percent and are
fixed over the term of the loan. Principal and interest is paid
ratably through monthly payroll deductions.
Income recognition:
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
Payment of benefits:
Upon termination of service, a participant may elect to receive either
a lump-sum amount equal to the value of his or her account, or an
annuity payable to the participant for his or her life with an annuity
payable to the participant's surviving spouse equal to 50% of the
participant's annuity. The participant may elect to receive a smaller
annuity benefit with continuation of payments to the spouse at a rate
of 75% or 100% of the participants' annuity.
13
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 3. PLAN TERMINATION
In the event of the termination of the Plan, or upon the complete discontinuance
of contributions, the Plan shall be used to provide benefits under the Plan for
participants and their beneficiaries in the order of decreasing priority as
described in the Employee Retirement Income Security Act of 1974. In the event
of Plan termination, participants will become 100 percent vested in their
accounts.
Presently, there is no intention on the part of the Employers to terminate the
Plan or to discontinue contributions to the Plan.
NOTE 4. INVESTMENTS
The following table presents the fair values of investments as of December 31,
1997 and 1996. Investments that represent 5 percent or more of the Plan's net
assets are separately identified.
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996
Number of Number of
Shares or Shares or
Principal Principal
Amount Fair Value Amount Fair Value
<S> <C> <C> <C> <C>
Investments at fair value as determined by
quoted market price:
Common stock:
Class A, First Busey Corporation 265720.00 $ 7307300.00 186520.00 $ 4150070.00
Other common stocks 83427.00 3086555.00 58629.00 2529512.00
Mutual funds:
Federated Max-Cap Fund #39 76957.448 1556849.00
Nicholas Fund, Inc. 15290.037 1281305.00 13428.662 885486.00
Wm. Blair Growth Fund 77591.502 1191031.00 68009.809 916772.00
Mutual Shares Fund 52204.476 1107601.00 8605.567 799027.00
Other mutual funds 54668.999 1192486.00 62020.103 1772543.00
Corporate bonds, notes and commercial
paper $1225000.00 1232751.00 $2915000.00 2911116.00
U. S. Treasury and Federal Agency
Securities $ 70000.00 70459.00 $ 470000.00 472022.00
18026337.00 14436548.00
Investments at estimated fair value:
Short-term investments $ 660934.00 $ 660934.00 $ 516533.00 $ 516533.00
Notes receivable, participants $ 209730.00 209730.00 $ 169625.00 169625.00
Taxable municipal bonds $ 175000.00 175550.00 $ 490000.00 491723.00
Notes receivable, other $ 79236.00 79236.00 $ 91002.00 91002.00
1125450.00 1268883.00
$19151787.00 $15705431.00
</TABLE>
14
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
During the years ended December 31, 1997, 1996 and 1995 the Plan's investments
(including investments bought, sold and held during the year) appreciated
(depreciated) in value by $3,130,723, $1,861,216 and $1,650,641, respectively,
as follows:
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Investments at fair value as determined by quoted
market price:
Common stocks $1965208.00 $1196471.00 $ 399393.00
Mutual funds 1149336.00 612675.00 813560.00
Corporate bonds, notes and commercial paper 5557.00 -40171.00 122318.00
U. S. Treasury and federal agency securities 15375.00 -12098.00 24978.00
3135476.00 1756877.00 1360249.00
Investments at estimated fair value:
Taxable municipal bonds -4753.00 -5372.00 -73.00
Common trust fund 109711.00 290465.00
-4753.00 104339.00 290392.00
$3130723.00 $1861216.00 $1650641.00
</TABLE>
NOTE 5. PARTY IN INTEREST TRANSACTIONS
Parties in interest include fiduciaries or employees of the plan, any person who
provides services to the plan, an employer whose employees are covered by the
plan, an employee organization whose members are covered by the plan, a person
who owns 50 percent or more of such an employer or employee association, or
relatives of such persons just listed.
Fees paid to First Busey Trust & Investment Co., the Plan's trustee, for
investment management services amounted to $61,110, $52,541 and $45,295 for the
three years ended December 31, 1997, 1996 and 1995, respectively.
The Plan invests in certificates of deposit with Busey Bank, a subsidiary of
First Busey Corporation. Purchases and maturities of certificates of deposit
from Busey Bank also qualify as party in interest transactions.
15
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 6. INCOME TAX STATUS
The Internal Revenue Service has determined and informed First Busey Corporation
by a letter dated May 25, 1995, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code. The Plan has
been amended since receiving the determination letter. However, the Plan
administrator believes that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC.
NOTE 7. FORFEITED ACCOUNTS
For the year ending December 31, 1997, forfeited non-vested profit-sharing
accounts totaled $10,364. These accounts have been allocated to profit sharing
plan participants' accounts.
16
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 8. STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, BY FUND
<TABLE>
<CAPTION>
December 31, 1997
Participant Directed Profit Sharing & 401(k)
Equity FBC
Balanced Growth Stock CD Loan International
Fund Fund Fund Fund Account Fund
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Common stock $1898651.00 $ $7301800.00 $ $ $
Mutual funds 446126.00 3336954.00 954032.00
Corporate bonds, notes and
commercial paper 1232751.00
Short-term investments 124359.00 90340.00 45292.00 336491.00 26116.00
Taxable municipal bonds 175550.00
U.S. Treasury and federal
agency securities 70459.00
Notes receivable, participants 209730.00
Notes receivable, other 79236.00
4027132.00 3427294.00 7347092.00 336491.00 209730.00 980148.00
Receivables:
Interfund (payable)/receivable -9428.00 3438.00 244.00 239.00 2049.00
Accrued interest and dividends 51160.00 129034.00 1594.00 65.00 56860.00
Employers' contribution 97518.00 134445.00 221394.00 8553.00 54036.00
Participants' contributions 5421.00 14142.00 32224.00 753.00 3374.00
Other 1223.00 87.00
144671.00 281059.00 256679.00 9697.00 116319.00
TOTAL ASSETS 4171803.00 3708353.00 7603771.00 346188.00 209730.00 1096467.00
LIABILITIES
Cash overdraft 1757.00
Other
TOTAL LIABILITIES 1757.00
NET ASSETS AVAILABLE
FOR BENEFITS $4171803.00 $3708353.00 $7603771.00 $344431.00 $209730.00 $1096467.00
Financial Self-
S&P 500 Institution Directed Holding
Fund Fund Accounts Account Total
<S> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Common stock $ $ 994089.00 $199315.00 $ $10393855.00
Mutual funds 1556849.00 35311.00 6329272.00
Corporate bonds, notes and
commercial paper 1232751.00
Short-term investments 246.00 30124.00 5061.00 2905.00 660934.00
Taxable municipal bonds 175550.00
U.S. Treasury and federal
agency securities 70459.00
Notes receivable, participants 209730.00
Notes receivable, other 79236.00
1557095.00 1024213.00 239687.00 2905.00 19151787.00
Receivables:
Interfund (payable)/receivable 2159.00 1299.00
Accrued interest and dividends 327.00 1033.00 1712.00 14.00 241799.00
Employers' contribution 61718.00 25172.00 602836.00
Participants' contributions 55914.00
Other 1310.00
64204.00 27504.00 1712.00 14.00 901859.00
TOTAL ASSETS 1621299.00 1051717.00 241399.00 2919.00 20053646.00
LIABILITIES
Cash overdraft 1757.00
Other
TOTAL LIABILITIES 1757.00
NET ASSETS AVAILABLE
FOR BENEFITS $1621299.00 $1051717.00 $241399.00 $2919.00 $20051889.00
</TABLE>
17
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1996
Non-
Participant
Directed Participant Directed 401(k)
Equity FBC
Profit Balanced Growth Stock CD
Sharing Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Common stock $2495159.00 $ 39915.00 $ $4144508.00 $ $ 6679582.00
Mutual funds 2530010.00 473460.00 1370358.00 4373828.00
Corporate bonds, notes and commercial paper 2611741.00 299375.00 2911116.00
Short-term investments 269274.00 19304.00 79366.00 24056.00 124533.00 516533.00
Taxable municipal bonds 417348.00 74375.00 491723.00
U.S. Treasury and federal agency securities 446553.00 25469.00 472022.00
Notes receivable, participants 55636.00 7460.00 29345.00 77016.00 168.00 169625.00
Notes receivable, other 91002.00 91002.00
8916723.00 939358.00 1479069.00 4245580.00 124701.00 15705431.00
Receivables:
Interfund (payable)/receivable -199450.00 15602.00 80434.00 99996.00 3418.00
Accrued interest and dividends 142778.00 21390.00 21396.00 227.00 185791.00
Employer contribution 172500.00 172500.00
Participants' contributions 3458.00 6961.00 13578.00 437.00 24434.00
115828.00 40450.00 108791.00 113801.00 3855.00 382725.00
TOTAL ASSETS 9032551.00 979808.00 1587860.00 4359381.00 128556.00 16088156.00
LIABILITIES
Cash overdraft 360.00 360.00
Other 28.00 28.00
TOTAL LIABILITIES 388.00 388.00
NET ASSETS AVAILABLE FOR BENEFITS $9032163.00 $979808.00 $1587860.00 $4359381.00 $128556.00 $16087768.00
</TABLE>
18
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 9. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, BY FUND
<TABLE>
<CAPTION>
Year Ended December 31, 1997
Participant Directed Profit Sharing & 401(k)
Equity FBC
Balanced Growth Stock CD Loan International
Fund Fund Fund Fund Account Fund
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value
of investments $ 68057.00 $ 441664.00 $1115294.00 $ $ $ -3198.00
Interest and dividends 59402.00 33980.00 151576.00 9464.00 12865.00 9312.00
127459.00 475644.00 1266870.00 9464.00 12865.00 6114.00
Contributions:
Employers 96515.00 134832.00 222339.00 8690.00 54035.00
Employees 68890.00 180634.00 400681.00 9287.00 43146.00
Employee contributions
representing transfers
from another qualified
retirement trust
165405.00 315466.00 623020.00 17977.00 97181.00
TOTAL ADDITIONS 292864.00 791110.00 1889890.00 27441.00 12865.00 103295.00
Deductions from net assets attributed to:
Benefits paid to participants 123210.00 35994.00 105223.00 14870.00 1039.00
Administrative expenses 5973.00 7851.00 16234.00 2363.00 2649.00
TOTAL DEDUCTIONS 129183.00 43845.00 121457.00 17233.00 3688.00
Net participants' transfers between funds 3038678.00 1369790.00 1474778.00 205428.00 196865.00 995879.00
Net forfeitures -10364.00 3438.00 1179.00 239.00 981.00
3028314.00 1373228.00 1475957.00 205667.00 196865.00 996860.00
NET INCREASE (DECREASE) 3191995.00 2120493.00 3244390.00 215875.00 209730.00 1096467.00
Net assets available for benefits:
Beginning of year 979808.00 1587860.00 4359381.00 128556.00
End of year $4171803.00 $3708353.00 $7603771.00 $344431.00 $209730.00 $1096467.00
Financial Self-
S&P 500 Institution Directed Holding
Fund Fund Accounts Account Total
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value
of investments $ 29491.00 $ 106676.00 $ 74966.00 $ 1297773.00 $ 3130723.00
Interest and dividends 7802.00 4278.00 6209.00 225862.00 520750.00
37293.00 110954.00 81175.00 1523635.00 3651473.00
Contributions:
Employers 61719.00 25171.00 603301.00
Employees 702638.00
Employee contributions
representing transfers
from another qualified
retirement trust 2846.00 2846.00
61719.00 25171.00 2846.00 1308785.00
TOTAL ADDITIONS 99012.00 136125.00 81175.00 1526481.00 4960258.00
Deductions from net assets attributed to:
Benefits paid to participants 810.00 611409.00 892555.00
Administrative expenses 1858.00 1815.00 499.00 64340.00 103582.00
TOTAL DEDUCTIONS 2668.00 1815.00 499.00 675749.00 996137.00
Net participants' transfers between funds 1521727.00 916108.00 160723.00 -9879976.00
Net forfeitures 3228.00 1299.00
1524955.00 917407.00 160723.00 -9879976.00
NET INCREASE (DECREASE) 1621299.00 1051717.00 241399.00 -9029244.00 3964121.00
Net assets available for benefits:
Beginning of year 9032163.00 16087768.00
End of year $1621299.00 $1051717.00 $241399.00 $ 2919.00 $$20051889.00
</TABLE>
19
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 9. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, BY FUND
(CONTINUED)
<TABLE>
<CAPTION>
Year Ended December 31, 1996
Non-
Participant
Directed Participant Directed 401(k)
Profit Balanced Equity FBC Stock CD
Sharing Fund Growth Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $ 859577.00 $ 59185.00 $ 195772.00 $ 746682.00 $ $ 1861216.00
Interest and dividends 314456.00 32253.00 18615.00 124468.00 7391.00 497183.00
1174033.00 91438.00 214387.00 871150.00 7391.00 2358399.00
Contributions:
Employers 291750.00 29329.00 56159.00 110544.00 3418.00 491200.00
Employees 96957.00 181894.00 359792.00 11778.00 650421.00
Employee contributions representing transfers
from another qualified retirement trust 139992.00 139992.00
431742.00 126286.00 238053.00 470336.00 15196.00 1281613.00
TOTAL ADDITIONS 1605775.00 217724.00 452440.00 1341486.00 22587.00 3640012.00
Deductions from net assets attributed to:
Benefits paid to participants 338763.00 25900.00 32566.00 96513.00 15899.00 509641.00
Administrative expenses 68294.00 2500.00 4470.00 10187.00 357.00 85808.00
TOTAL DEDUCTIONS 407057.00 28400.00 37036.00 106700.00 16256.00 595449.00
Net participants' transfers between funds 143102.00 377662.00 -328086.00 -192678.00
NET INCREASE (DECREASE) 1198718.00 332426.00 793066.00 906700.00 -186347.00 3044563.00
Net assets available for benefits:
Beginning of year 7833445.00 647382.00 794794.00 3452681.00 314903.00 13043205.00
End of year $9032163.00 $979808.00 $1587860.00 $4359381.00 $ 128556.00 $16087768.00
</TABLE>
20
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 9. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, BY FUND
(CONTINUED)
<TABLE>
<CAPTION>
Year Ended December 31, 1995
Non-
Participant
Directed Participant Directed 401(k)
Profit Balanced Equity FBC Stock CD
Sharing Fund Growth Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $1082002.00 $ 83169.00 $ 184156.00 $ 301314.00 $ $ 1650641.00
Interest and dividends 295032.00 21128.00 11209.00 106671.00 18637.00 452677.00
1377034.00 104297.00 195365.00 407985.00 18637.00 2103318.00
Contributions:
Employers 244880.00 14552.00 21612.00 82272.00 8170.00 371486.00
Employees 68384.00 99191.00 366760.00 34731.00 569066.00
Employee contributions representing transfers
from another qualified retirement trust 118413.00 118413.00
363293.00 82936.00 120803.00 449032.00 42901.00 1058965.00
TOTAL ADDITIONS 1740327.00 187233.00 316168.00 857017.00 61538.00 3162283.00
Deductions from net assets attributed to:
Benefits paid to participants 404007.00 33731.00 32294.00 192055.00 46605.00 708692.00
Administrative expenses 59637.00 2703.00 3443.00 13423.00 811.00 80017.00
TOTAL DEDUCTIONS 463644.00 36434.00 35737.00 205478.00 47416.00 788709.00
Net participants' transfers between funds -194990.00 -289201.00 280556.00 203635.00
NET INCREASE (DECREASE) 1276683.00 -44191.00 -8770.00 932095.00 217757.00 2373574.00
Net assets available for benefits:
Beginning of year 6556762.00 691573.00 803564.00 2520586.00 97146.00 10669631.00
End of year $7833445.00 $ 647382.00 $ 794794.00 $3452681.00 $314903.00 $13043205.00
</TABLE>
21
<PAGE>
INDEPENDENT AUDITOR'S REPORT ON THE SUPPLEMENTARY INFORMATION
To the Profit Sharing Committee and Participants
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
Urbana, Illinois
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary schedules of assets
held for investment purposes, reportable transactions and party in interest
transactions are presented for purposes of additional analysis and are not a
required part of the basic financial statements but are 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. The supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Champaign, Illinois
March 16, 1998
22
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Number of Current
Description Shares Cost Value
<S> <C> <C> <C>
COMMON STOCKS
First Busey Corporation, Class A 265720.00 $4505653.00 $7307300.00
Abbott Laboratories 884.00 55045.00 57902.00
Airtouch Communications 200.00 4491.00 8325.00
American Home Products, Inc. 700.00 52570.00 53550.00
American International Group 538.00 54716.00 58508.00
Associated Banc-Corp. 1046.00 26970.00 57661.00
BankBoston Corp. 442.00 37055.00 41548.00
Boeing Co. 1032.00 47982.00 50568.00
Bristol Myers Squibb Co. 680.00 59275.00 64345.00
Central Illinois Financial Corp. 525.00 6750.00 9713.00
Cisco Systems, Inc. 960.00 54703.00 53520.00
Citizens Banking Corp. 3000.00 91500.00 103500.00
Citizens First Financial Corp. 2000.00 20000.00 40500.00
Commercial Net Lease Realty Inc. 500.00 6102.00 8937.00
Community 1st Bankshares Inc. 1740.00 82330.00 92655.00
Cypress Bioscience, Inc. 6250.00 12500.00 8984.00
Cypress Bioscience Warrants (exp. 10/1/01) 3125.00 2344.00
Disney (Walt) Co. 632.00 52836.00 62568.00
Du Pont (E.I.) De Nemours & Co. 868.00 49751.00 52189.00
Emerson Electric Co. 960.00 52476.00 54240.00
Federal National Mortgage Association 1072.00 52827.00 61238.00
First Data Corp. 1850.00 53372.00 54112.00
First Palm Beach Bancorp 100.00 1883.00 4313.00
F.N.B. Corporation 893.00 9981.00 33599.00
General Electric Co. 832.00 55484.00 61048.00
Gillette Co. 664.00 60195.00 66732.00
Green Tree Financial Corp. 1100.00 48304.00 28806.00
Greenpoint Financial Corp. (Formerly G P Fin) 550.00 12987.00 39943.00
GTE Corp. 1200.00 51645.00 62700.00
COMMON STOCKS SUBTOTAL $5619383.00 $8601348.00
</TABLE>
23
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Number of Current
Description Shares Cost Value
<S> <C> <C> <C>
COMMON STOCKS BROUGHT FORWARD $5619383.00 $ 8601348.00
Harbor Florida Bancorp Inc. 1400.00 22957.00 92750.00
Health Management Associates Class A 2160.00 51583.00 54540.00
Heritage Financial Services 3585.00 83004.00 103965.00
Hewlett-Packard Co. 858.00 54039.00 53518.00
Home Depot Inc. 966.00 52713.00 56873.00
Home Fed Bancorp 225.00 4328.00 5850.00
Intel Corp. 452.00 34006.00 31753.00
International Paper Co. 1554.00 73912.00 67016.00
Intervest Bancshares Corp. 3000.00 32100.00 36750.00
Intervest Bancshares Corp. Warrants (Exp. 12/31/02) 2000.00
Kohl's Corp. 856.00 56663.00 58315.00
MAF Bancorp, Inc. 2532.00 69002.00 89569.00
Mahaska Investment Co. 500.00 4500.00 9937.00
May Department Stores Co. 960.00 52476.00 50640.00
McDonald's Corp. 1046.00 48735.00 49946.00
Microsoft Corporation 640.00 84422.00 82720.00
Mobil Corp. 892.00 65217.00 64447.00
Motorola, Inc. 860.00 54140.00 49235.00
National City Bancorp. 2830.00 83345.00 83485.00
National City Corp. 862.00 51507.00 56677.00
Norwest Corp. 1600.00 52110.00 62000.00
Old Second Bancorp, Inc. Illinois 1470.00 82740.00 91140.00
Pepsico 1474.00 53949.00 53433.00
Pocahontas Federal Savings & Loan Assn. 200.00 2316.00 8900.00
Procter & Gamble 684.00 46941.00 54635.00
Royal Dutch Petroleum 1.25 Guilder Shares 960.00 51516.00 52080.00
Schering-Plough Corp. 900.00 52981.00 55913.00
State Street Corp. 1053.00 59398.00 61337.00
Summit Bancshares Inc. 4630.00 82698.00 97230.00
Union Bancorp Inc. 4535.00 83546.00 99203.00
WestAmerica Bancorporation Inc. 3400.00 58025.00 58650.00
TOTAL COMMON STOCKS $7224252.00 $10393855.00
</TABLE>
24
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Number of
Shares or
Principal Current
Description Amount Cost Value
<S> <C> <C> <C>
MUTUAL FUNDS
Brandywine Fund 1831.870 $ 59149.00 $ 56586.00
Federated Max-Cap Fund #39 76957.448 1573752.00 1556849.00
Fidelity Advisor Equity Growth Class I 1797.073 61033.00 84265.00
Janus Fund 2777.707 60831.00 69165.00
John Hancock Bank & Thrift Opportunity Fund 1800.000 19507.00 26325.00
Mutual Shares Fund 52024.476 1045051.00 1107601.00
Nicholas Fund, Inc. 15290.037 1060508.00 1281305.00
Scudder International Fund 10213.571 517124.00 467271.00
T. Rowe Price International Stock Fund 36428.778 519103.00 488874.00
Wm. Blair Growth Fund 77591.502 1075842.00 1191031.00
TOTAL MUTUAL FUNDS $5991900.00 $6329272.00
CORPORATE BONDS, NOTES AND COMMERCIAL PAPER
American General Corp., 6.250%, due
March 15, 2003 $100000.00 $ 95916.00 $ 99500.00
BankAmerica Corp., 6.625%, due May 30, 2001 125000.00 126656.00 126719.00
Bear Stearns Co., Inc., 6.700%, due August 1, 2003 100000.00 101164.00 101000.00
Bear Stearns Co., Inc., 6.500%, due June 15, 2000 50000.00 50495.00 50422.00
BellSouth Telecommunications Inc., 6.375%,
due June 15, 2004 200000.00 202390.00 201750.00
BellSouth Telecommunications Inc., 6.500%,
due February 1, 2000 25000.00 25047.00 25250.00
CIT Group Holdings, Inc., 5.625%, due
February 1, 2001 25000.00 23742.00 24625.00
Ford Motor Credit Corp., 6.100%, due
September 25, 1998 25000.00 24573.00 25039.00
Ford Motor Credit Corp., 6.250%, due
February 26, 1998 25000.00 25058.00 25016.00
CORPORATE BONDS, NOTES AND
COMMERCIAL PAPER SUBTOTAL 675041.00 679321.00
</TABLE>
25
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Principal Current
Description Amount Cost Value
<S> <C> <C> <C>
CORPORATE BONDS, NOTES AND
COMMERCIAL PAPER BROUGHT FORWARD $675000.00 $ 675041.00 $ 679321.00
GTE California, 6.250%, due January 15, 1998 25000.00 25158.00 25000.00
H. J. Heinz Co., 6.750%, due October 15, 1999 25000.00 25606.00 25305.00
J. C. Penney, Inc., 5.375%, due November 15, 1998 50000.00 50005.00 49734.00
Morgan Stanley DW Discover, 6.375%, due
August 1, 2002 150000.00 150614.00 150469.00
Norwest Corp., 6.800%, due May 15, 2002 25000.00 24880.00 25515.00
Norwest Financial Inc., 6.200%, due
September 15, 1999 175000.00 175642.00 175383.00
Pepsico Inc., 6.250%, due September 1, 1999 25000.00 24986.00 25133.00
St. Paul Companies, Inc., 6.170%, due
January 15, 2001 50000.00 50485.00 50172.00
St. Paul Companies, Inc., 7.970%, due May 20, 2002 25000.00 25371.00 26719.00
TOTAL CORPORATE BONDS, NOTES AND
COMMERCIAL PAPER $1227788.00 $1232751.00
SHORT-TERM INVESTMENTS
Benchmark Diversified Asset Portfolio $324443.00 $ 324443.00 $ 324443.00
Certificate of Deposit, Busey Bank,
6.000%, due December 31, 1998 336491.00 336491.00 336491.00
TOTAL SHORT-TERM INVESTMENTS $ 660934.00 $ 660934.00
NOTES RECEIVABLE, Participants
Participant, 7.500%, due September 15, 2001 $ 4200.00 $ 4200.00 $ 4200.00
Participant, 10.000%, due February 15, 1999 1911.00 1911.00 1911.00
Participant, 9.000%, due May 15, 1998 150.00 150.00 150.00
Participant, 9.000%, due May 15, 1999 375.00 375.00 375.00
Participant, 9.000%, due June 15, 2000 3276.00 3276.00 3276.00
Participant, 9.000%, due July 15, 1998 285.00 285.00 285.00
Participant, 9.000%, due July 15, 1998 312.00 312.00 312.00
Participant, 9.000%, due August 15, 1998 102.00 102.00 102.00
Participant, 8.750%, due August 15, 1998 386.00 386.00 386.00
Participant, 8.750%, due August 15, 2000 3824.00 3824.00 3824.00
Participant, 8.500%, due January 15, 2001 8293.00 8293.00 8293.00
Participant, 8.500%, due January 16, 2006 44005.00 44005.00 44005.00
NOTES RECEIVABLE, PARTICIPANTS, SUBTOTAL 67119.00 67119.00
</TABLE>
26
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Principal Current
Description Amount Cost Value
<S> <C> <C> <C>
NOTES RECEIVABLE, PARTICIPANTS,
BROUGHT FORWARD $67119.00 $ 67119.00 $ 67119.00
Participant, 8.250%, due February 15, 2001 11220.00 11220.00 11220.00
Participant, 8.250%, due April 15, 1999 1117.00 1117.00 1117.00
Participant, 8.250%, due April 15, 1999 1117.00 1117.00 1117.00
Participant, 8.250%, due July 15, 2001 4978.00 4978.00 4978.00
Participant, 8.250%, due June 15, 1999 754.00 754.00 754.00
Participant, 8.250%, due July 15, 1999 531.00 531.00 531.00
Participant, 8.250%, due July 15, 2001 14798.00 14798.00 14798.00
Participant, 8.250%, due August 15, 1999 838.00 838.00 838.00
Participant, 8.250%, due August 15, 1999 949.00 949.00 949.00
Participant, 8.250%, due August 15, 1999 893.00 893.00 893.00
Participant, 8.250%, due October 15, 2001 5644.00 5644.00 5644.00
Participant, 8.250%, due October 15, 1999 3022.00 3022.00 3022.00
Participant, 8.250%, due December 15, 1999 1868.00 1868.00 1868.00
Participant, 8.250%, due December 15, 2000 3122.00 3122.00 3122.00
Participant, 8.250%, due January 15, 2000 3174.00 3174.00 3174.00
Participant, 8.250%, due January 15, 2000 832.00 832.00 832.00
Participant, 8.250%, due February 15, 2000 3601.00 3601.00 3601.00
Participant, 8.250%, due February 15, 2000 1382.00 1382.00 1382.00
Participant, 8.250%, due March 15, 2002 6270.00 6270.00 6270.00
Participant, 8.500%, due May 15, 2000 3996.00 3996.00 3996.00
Participant, 8.500%, due May 15, 2000 2478.00 2478.00 2478.00
Participant, 8.500%, due May 15, 2000 1199.00 1199.00 1199.00
Participant, 8.500%, due May 15, 2002 5339.00 5339.00 5339.00
Participant, 8.500%, due June 15, 2002 9039.00 9039.00 9039.00
Participant, 8.500%, due June 15, 2000 2062.00 2062.00 2062.00
Participant, 8.500%, due July 15, 2000 1701.00 1701.00 1701.00
Participant, 8.500%, due July 15, 2000 1276.00 1276.00 1276.00
Participant, 8.500%, due August 15, 2007 10168.00 10168.00 10168.00
Participant, 8.500%, due August 15, 2007 4722.00 4722.00 4722.00
Participant, 8.500%, due August 15, 2000 963.00 963.00 963.00
Participant, 8.500%, due September 15, 2007 21429.00 21429.00 21429.00
Participant, 8.500%, due September 15, 2000 3604.00 3604.00 3604.00
Participant, 8.500%, due September 15, 2000 901.00 901.00 901.00
Participant, 8.500%, due November 15, 2000 1902.00 1902.00 1902.00
Participant, 8.500%, due December 15, 2002 5722.00 5722.00 5722.00
TOTAL NOTES RECEIVABLE, PARTICIPANT $209730.00 $209730.00
</TABLE>
27
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Principal Current
Description Amount Cost Value
<S> <C> <C> <C>
TAXABLE MUNICIPAL BONDS
Beaver Dam, WI prom nts, 6.250%, due
September 1, 2000 $100000.00 $100119.00 $100719.00
Westmoreland Co., PA, 5.250%, due August 15, 1998 75000.00 74912.00 74831.00
TOTAL TAXABLE MUNICIPAL BONDS $175031.00 $175550.00
NOTES RECEIVABLE, OTHER, First National Bank
Land Trust, 7.200%, due April 8, 2003 $ 79236.00 $ 79236.00 $ 79236.00
U.S. TREASURY AND FEDERAL AGENCY SECURITIES
FEDERAL FARM CREDIT BANK BOND
6.190%, due February 3, 2000 $ 70000.00 $ 70666.00 $ 70459.00
</TABLE>
28
<PAGE>
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Current
Value of
Identity Asset on
of Party Description Purchase Selling Lease Expense Cost of Transaction Net Gain
Involved of Asset Price Price Rental Incurred Assets Date or Loss
<S> <C> <C> <C> <C> <C> <C> <C> <C>
FBTIC Benchmark Diversified
Asset Portfolio $20872292.00 $ $ $ $20872292.00 $20872292.00 $
FBTIC Federated Max Cap #39 9092573.00 9092573.00 9092573.00
FBTIC Benchmark Diversified
Asset Portfolio 21185933.00 21185933.00 21185933.00
FBTIC Federated Max Cap #39 7670213.00 7518412.00 7670213.00 151801.00
FBC First Busey Corporation
Class A common stock 2044458.00 2044458.00 2044458.00
<FN>
* Reportable transactions are transactions involving more than 5% of beginning plan assets.
FBTIC = First Busey Trust and Investment Company.
FBC = First Busey Corporation
</TABLE>
29
<PAGE>
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
PARTY IN INTEREST TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Transaction
Description of Transaction Amount
<S> <C>
Management fees paid to First Busey Trust & Investment Co. $ 61152.00
Purchases of Busey Bank certificates of deposit 237362.00
Maturities of Busey Bank certificates of deposit 25317.00
Purchases of First Busey Corporation Class A common stock 2044458.00
</TABLE>
30
<PAGE>
To the Trustees
First Busey Corporation Profit Sharing Plan and Trust
Urbana, Illinois
This letter is intended to confirm that the Trustees of First Busey Corporation
Profit Sharing Plan and Trust are fully informed about significant matters
relating to the conduct of the annual audit of First Busey Corporation Profit
Sharing Plan and Trust, Urbana, Illinois so that you can appropriately discharge
your oversight responsibility and so that we comply with our obligations to you
under professional standards. This letter is intended solely for the use of the
Trustees of First Busey Corporation Profit Sharing Plan and Trust.
The following summarize various matters which might be communicated to you under
generally accepted auditing standards.
The Auditor's Responsibility Under Generally Accepted Auditing Standards
- ------------------------------------------------------------------------
We originally communicated to the Trustees through Mr. Glen Paine in our
arrangement letter dated August 21, 1997, that the audit would be conducted in
accordance with generally accepted auditing standards. An audit, as such, is
not designed to include a detailed audit of all transactions nor to discover all
defalcations, irregularities or illegal acts, should any exist. An audit
conducted in accordance with generally accepted auditing standards is designed
to obtain reasonable rather than absolute assurance about the financial
statements. We believe that our audit accomplished those objectives.
Significant Accounting Policies
- -------------------------------
The Trustees have the ultimate responsibility for the appropriateness of the
accounting principles used by the Trust. The Trust did not adopt any
significant new accounting principles nor have there been any changes in
existing significant accounting principles during the current year which should
be brought to your attention for approval.
Management Judgments and Accounting Estimates
- ---------------------------------------------
Accounting estimates are an integral part of the preparation of financial
statements and are based upon management's current judgments. The process used
by management encompasses their knowledge and experience about past and current
events and certain assumptions
about future events. Management has informed us that they used all the relevant
facts available to them at the time to make the best judgments about accounting
estimates and we concur with the results of those estimates.
31
<PAGE>
Audit Adjustments
- -----------------
There were no audit adjustments made from the original trial balances presented
to us to begin our audit.
Disagreements with Management
- -----------------------------
We encountered no disagreements with management over the application of
significant accounting principles, the basis for management's judgments on any
significant matters or the scope of the audit or significant disclosures to be
included in the financial statements.
Consultation with Other Accountants
- -----------------------------------
We are not aware of any consultations management had with other accountants
about accounting or auditing matters. Also, there were no major issues
discussed regarding the application of accounting principles or auditing
standards in connection with our recurring retention.
Difficulties Encountered in Performing the Audit
- ------------------------------------------------
We did not encounter any difficulties in dealing with management relating to the
performance of the audit.
This report is intended solely for the information and use of the Trustees of
First Busey Corporation Profit Sharing Plan and Trust. After you have had an
opportunity to review this memorandum, we would be pleased to discuss the
matters contained herein with you.
Champaign, Illinois
March 16, 1998
32
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (File No. 33-30095) under the Securities Act of 1933 of First Busey
Corporation of our report dated March 16, 1998 on our audits of the financial
statements of First Busey Corporation Profit Sharing Plan and Trust as of
December 31, 1997 and 1996, and for each of the three years ended December 31,
1997 and supporting schedules as of December 31, 1997, which is included in the
Annual Report on Form 11-K for the year ended December 31, 1997.
McGLADREY & PULLEN, LLP
Champaign, Illinois
June 18, 1998
33
<PAGE>
EXHIBIT 99.2
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
Commission File No. 0-15950 (First Busey Corporation)
Commission File No. 33-60402 (the Plan)
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
FIRST BUSEY CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
AND TRUST
(the "Plan")
B. Name of issuer of the securities held pursuant to the
plan and the address of its principle executive office:
FIRST BUSEY CORPORATION
201 WEST MAIN STREET
URBANA, ILLINOIS 61801
34
<PAGE>
FIRST BUSEY CORPORATION
EMPLOYEES' STOCK OWNERSHIP PLAN
AND TRUST
FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
35
<PAGE>
<TABLE>
<CAPTION>
CONTENTS
<S> <C>
INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENTS 37.00
FINANCIAL STATEMENTS
Statements of net assets available for benefits 38.00
Statements of changes in net assets available for benefits 39-40
Notes to financial statements 41-45
INDEPENDENT AUDITOR'S REPORT
ON THE SUPPLEMENTARY INFORMATION 46.00
SUPPLEMENTARY INFORMATION
Line 27a - Schedule of assets held for investment purposes 47.00
Line 27d - Schedule of reportable transactions 48.00
Party in interest transactions 49.00
</TABLE>
36
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Administrative Committee and Participants
FIRST BUSEY CORPORATION EMPLOYEES'
STOCK OWNERSHIP PLAN AND TRUST
Urbana, Illinois
We have audited the accompanying statements of net assets available for benefits
of FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST as of
December 31, 1997 and 1996, and the related statements of changes in net assets
available for benefits for each of the years in the three-year period ended
December 31, 1997. 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 generally accepted auditing
standards. 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 FIRST BUSEY
CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST as of December 31, 1997
and 1996, and the changes in net assets available for benefits for each of the
years in the three-year period ended December 31, 1997, in conformity with
generally accepted accounting principles.
Champaign, Illinois
March 16, 1998
37
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
ALLOCATED UNALLOCATED TOTAL Allocated Unallocated Total
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Money market
fund $ 2864.00 $ $ 2864.00 $ $ $
Employer
contribution
receivable 10000.00 10000.00
Accounts
receivable 2212.00 2212.00
Investment in
First Busey
Corporation
Class A
common stock,
stock, at
fair value 10610927.00 1492868.00 12103795.00 8164858.00 1642275.00 9807133.00
TOTAL ASSETS 10616003.00 1492868.00 12108871.00 8174858.00 1642275.00 9817133.00
LIABILITIES
Cash overdraft $ $ $ $ 9402.00 $ $ 9402.00
Notes payable 550000.00 550000.00 500000.00 500000.00
TOTAL LIABILITIES 550000.00 550000.00 9402.00 500000.00 509402.00
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS $10616003.00 $ 942868.00 $11558871.00 $8165456.00 $1142275.00 $9307731.00
<FN>
See Notes to Financial Statements.
</TABLE>
38
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
1997
Allocated Unallocated Total
<S> <C> <C> <C>
Investment income:
Net change in unrealized appreciation in fair
value of investments $ 1870721.00 $ 412503.00 $ 2283224.00
Interest 986.00 986.00
Dividends 305307.00 305307.00
Employer contributions 48515.00 200000.00 248515.00
Allocation of First Busey Corporation Class A common
stock, at fair value
1997 - 29,524 shares 811910.00 811910.00
1996 - 36,906 shares
1995 - 36,906 shares
TOTAL ADDITIONS 3037439.00 612503.00 3649942.00
Interest expense 42389.00 42389.00
Administrative expenses 58521.00 58521.00
Distributions to participants
Cash 531.00 531.00
Stock 1997 - 10,632 shares 236562.00 236562.00
Stock 1996 - 13,995 shares
Stock 1995 - 14,253 shares
Dividend distributions to participants 248889.00 248889.00
Allocation of First Busey Corporation Class A common
stock, at market value
1997 - 29,524 shares 811910.00 811910.00
1996 - 36,906 shares
1995 - 36,906 shares
TOTAL DEDUCTIONS 586892.00 811910.00 1398802.00
NET INCREASE (DECREASE) 2450547.00 -199407.00 2251140.00
Net assets available for benefits:
Beginning of year 8165456.00 1142275.00 9307731.00
End of year $10616003.00 $ 942868.00 $11558871.00
<FN>
See Notes to Financial Statements
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
1996 1995
Allocated Unallocated Total Allocated Unallocated Total
<S> <C> <C> <C> <C> <C> <C>
[Continued
from
previous $ 1402729.00 $ 470543.00 $1873272.00 $ 563245.00 $ 270641.00 $ 833886.00
page] 780.00 780.00 5327.00 54.00 5381.00
291337.00 291337.00 270970.00 270970.00
10000.00 250000.00 260000.00 80000.00 250000.00 330000.00
821159.00 821159.00
664306.00 664306.00
2526005.00 720543.00 3246548.00 1583848.00 520695.00 2104543.00
43940.00 43940.00 74683.00 74683.00
49590.00 52.00 49642.00 56834.00 56834.00
448.00 448.00 304.00 304.00
251910.00 251910.00
230424.00 230424.00
216565.00 216565.00 182660.00 182660.00
821159.00 821159.00
664306.00 664306.00
562453.00 821211.00 1383664.00 544905.00 664306.00 1209211.00
1963552.00 -100668.00 1862884.00 1038943.00 -143611.00 895332.00
6201904.00 1242943.00 7444847.00 5162961.00 1386554.00 6549515.00
$ 8165456.00 $1142275.00 $9307731.00 $6201904.00 $1242943.00 $7444847.00
</TABLE>
40
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 1. VALUATION OF INVESTMENTS AND INCOME RECOGNITION
The common stock of the Company is valued at fair value. As the Company's
common stock is traded in the over-the-counter (OTC) market, fair value is
determined by the last reported sales price at the valuation date.
Dividend income is accrued on the ex-dividend date.
Purchases and sales of securities are recorded on a trade-date basis. Realized
gains and losses from security transactions are reported on the specific
identification cost method.
NOTE 2. PLAN DESCRIPTION
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
General:
First Busey Corporation (the Company) established the First Busey
Corporation Employees' Stock Ownership Plan and Trust (the Plan)
effective as of January 1, 1984. The Plan operates as a leveraged
employee stock ownership plan (ESOP), and is designed to comply with
Section 4975(e)(7) and the regulations thereunder of the Internal
Revenue Code of 1986, as amended (the Code), and is subject to the
applicable provisions of the Employee Retirement Income Security Act
of 1974, as amended (ERISA). The Plan is a multiple-employer stock
ownership plan and is administered by the Company. First Busey Trust
& Investment Co., a subsidiary of the Company, is the Plan's Trustee.
The Plan purchased Company common shares using the proceeds of bank
borrowings guaranteed by the Company, and holds the stock in a trust
established under the Plan. The borrowings are to be repaid by fully
deductible Company contributions to the trust fund. As the Plan makes
each payment of principal, an appropriate percentage of stock will be
allocated to eligible employees' accounts in accordance with
applicable regulations under the Code.
The bank borrowings are collateralized by the unallocated shares of
stock and is guaranteed by the Company. The lender has no rights
against shares once they are allocated under the ESOP. Accordingly,
the financial statements of the Plan for the years 1997 and 1996
present separately the assets and liabilities and changes therein
pertaining to:
(a) the accounts of employees with vested rights in allocated
stock (Allocated) and
(b) stock not yet allocated to employees (Unallocated).
41
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
The Plan covers all full-time employees of the Company and its
participating subsidiaries who have completed one year of service.
Participants who do not work full-time or are not employed on the last
working day of a Plan year are generally not eligible for an allocation
of Company contributions for such year.
No distributions from the Plan will be made until a participant retires,
dies (in which case, payment shall be made to his or her beneficiary or,
if none, his or her legal representatives), or otherwise terminates
employment with the Company. Distributions are made in cash or, if a
participant elects, in the form of Company common stock plus cash for
any fractional share.
Each participant is entitled to exercise voting rights attributable to
the shares allocated to his or her account and is notified by the
Trustee prior to the time that such rights are to be exercised. The
Trustee is not permitted to vote any share for which instructions
have not been given by a participant.
The Company reserves the right to terminate the Plan at any time,
subject to Plan provisions. Upon such termination of the Plan, the
interest of each participant in the trust fund will be distributed to
such participant or his or her beneficiary at the time prescribed by
the Plan terms and the Code. Upon termination of the Plan, the Employee
Benefits Committee shall direct the Trustee to pay all liabilities and
expenses of the trust fund and to sell shares of financed stock held in
the loan suspense account to the extent it determines such sale to be
necessary in order to repay the loan.
Participant accounts:
Each participant's account is credited with an allocation of (a) the
employer contributions, (b) Plan earnings and (c) forfeitures of
terminated participant's non-vested accounts.
Allocations of common stock released and forfeitures are based on the
eligible compensation of each participant. Allocations of Plan
earnings are based on participant account balances. The benefit to
which a participant is entitled is the benefit that can be provided
from the participant's account.
Vesting:
Vesting in the participants' accounts is based on years of continuous
service. A participant is 100 percent vested after seven years of
credited service.
Use of estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
42
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Payment of benefits:
Upon termination of service, a participant may elect to receive either a
lump-sum amount equal to the value of his or her account, or in
installments over a period not longer than the life expectancy of the
participant.
Dividends distributed to participants:
Dividends on common stock, which are allocated to participants' accounts,
are distributed directly to the participant so that the dividends result
in income tax deductions for First Busey Corporation.
Stock split:
In April 1996, the Board of Directors of First Busey Corporation approved
a three-for-two stock split for stockholders of record on April 26, 1996
and was effected on May 7, 1996. All share amounts in the financial
statements have been restated to reflect the stock split.
Plan termination:
Although it has not expressed any intent 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 of ERISA. In the event
of plan termination, participants would become 100 percent vested in
their accounts. Presently, there is no intention on the part of the
Company to terminate the Plan or to discontinue contributions to the Trust.
NOTE 3. EMPLOYER CONTRIBUTIONS
The Company is obligated to make contributions in cash to the Plan which, when
aggregated with the Plan's dividends and interest earnings, equal the amount
necessary to enable the Plan to make its regularly scheduled payments of
principal and interest due on its debt discussed in Note 6.
NOTE 4. ADMINISTRATION OF PLAN ASSETS
The Plan's assets, which consist principally of First Busey Corporation Class A
common stock, are held by the Trustee of the Plan.
Company contributions are held and managed by the Trustee, which invests cash
received, interest, and dividend income and makes distributions to participants.
The Trustee also administers the payment of interest and principal on the loan,
which is reimbursed to the Trustee through contributions as determined by the
Company.
Certain administrative functions are performed by officers or employees of the
Company or its subsidiaries. No such officer or employee receives compensation
from the Plan. Administrative expenses for the Trustee's fees are paid directly
by the Plan.
43
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 5. INVESTMENT
The Plan's investment, at December 31, consists solely of First Busey
Corporation Class A common stock as follows:
<TABLE>
<CAPTION>
1997 1996
Allocated Unallocated Allocated Unallocated
<S> <C> <C> <C> <C>
Number of shares 385852.00 54286.00 366960.00 73810.00
Cost $ 2557010.00 $ 359749.00 $2275071.00 $ 457606.00
Fair value $10610927.00 $1492868.00 $8164858.00 $1642275.00
</TABLE>
In August 1997, the Plan purchased 10,000 shares of First Busey Corporation
Class A common stock. The purchase of the stock was financed from the proceeds
of a note from American National Bank of Chicago (See Note 6).
NOTE 6. NOTES PAYABLE
The Plan had the following notes payable as of December 31, 1997 and 1996,
secured by 54,286 and 73,810 shares of First Busey Corporation Class A common
stock, respectively:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
American National Bank of Chicago, due January 31, 1998 $250000.00 $
American National Bank of Chicago, due January 31, 1998 150000.00 250000.00
American National Bank of Chicago, due January 31, 1998 150000.00 250000.00
$550000.00 $500000.00
</TABLE>
As of December 31, 1997, the above notes payable had stated interest rates of
7.3125%, 7.37375% and 7.37375%, respectively. The notes payable were renewed in
1998 and carry interest rates of LIBOR plus 150 basis points, adjusted
quarterly, and have maturity dates of January 31, 1999.
44
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 7. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated March 28, 1996, that the Plan is qualified and the trust established under
the Plan is tax-exempt, under the appropriate sections of the Code. The Plan
has been amended since receiving the determination letter. However, the Plan
administrator believes that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the Code.
NOTE 8. PARTY IN INTEREST TRANSACTIONS
Parties in interest include fiduciaries or employees of the plan, any person who
provides services to the plan, an employer whose employees are covered by the
plan, an employee organization whose members are covered by the plan, a person
who owns 50 percent or more of such an employer or employee association, or
relatives of such persons just listed.
Fees paid to First Busey Trust & Investment Co., the Plan's trustee, for
investment management services amounted to $37,768, $31,078 and $25,896 for the
three years ended December 31, 1997, 1996 and 1995, respectively.
NOTE 9. FORFEITED ACCOUNTS
At December 31, 1997, forfeited non-vested accounts totaled $48,469. These
accounts will be allocated to participants' accounts.
45
<PAGE>
INDEPENDENT AUDITOR'S REPORT ON THE SUPPLEMENTARY INFORMATION
To the Administrative Committee and Participants
FIRST BUSEY CORPORATION EMPLOYEES'
STOCK OWNERSHIP PLAN AND TRUST
Urbana, Illinois
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary schedules of assets
held for investment purposes, reportable transactions and party in interest
transactions are presented for purposes of additional analysis and are not a
required part of the basic financial statements but are 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. The supplemental schedules have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Champaign, Illinois
March 16, 1998
46
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Number Current
Description of Shares Cost Value
<S> <C> <C> <C>
First Busey Corporation Class A Common Stock 440138.00 $ 2916759.00 $ 12103795.00
</TABLE>
47
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Current
Value of
Asset on
Identity of Description Purchase Selling Lease Expenses Cost of Transaction Net Gain
Party Involved of Asset Price Price Rental Incurred Assets Date or Loss
<S> <C> <C> <C> <C> <C> <C> <C> <C>
None.
</TABLE>
48
<PAGE>
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
PARTY IN INTEREST TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Transaction
Description of Transaction Amount
<S> <C>
Management fees paid to First Busey Trust & Investment Co. $ 38585.00
</TABLE>
49
<PAGE>
To the Trustees
First Busey Corporation Employee Stock Ownership Plan and Trust
Urbana, Illinois
This letter is intended to confirm that the Trustees of First Busey Corporation
Employee Stock Ownership Plan and Trust are fully informed about significant
matters relating to the conduct of the annual audit of First Busey Corporation
Employee Stock Ownership Plan and Trust, Urbana, Illinois so that you can
appropriately discharge your oversight responsibility and so that we comply with
our obligations to you under professional standards. This letter is intended
solely for the use of the Trustees of First Busey Corporation Employee Stock
Ownership Plan and Trust.
The following summarize various matters which might be communicated to you under
generally accepted auditing standards.
The Auditor's Responsibility Under Generally Accepted Auditing Standards
- ------------------------------------------------------------------------
We originally communicated to the Trustees through Mr. Glen Paine in our
arrangement letter dated August 21, 1997, that the audit would be conducted in
accordance with generally accepted auditing standards. An audit, as such, is
not designed to include a detailed audit of all transactions nor to discover all
defalcations, irregularities or illegal acts, should any exist. An audit
conducted in accordance with generally accepted auditing standards is designed
to obtain reasonable rather than absolute assurance about the financial
statements. We believe that our audit accomplished those objectives.
Significant Accounting Policies
- -------------------------------
The Trustees have the ultimate responsibility for the appropriateness of the
accounting principles used by the Trust. The Trust did not adopt any
significant new accounting principles nor have there been any changes in
existing significant accounting principles during the current year which should
be brought to your attention for approval.
Management Judgments and Accounting Estimates
- ---------------------------------------------
Accounting estimates are an integral part of the preparation of financial
statements and are based upon management's current judgments. The process used
by management encompasses their knowledge and experience about past and current
events and certain assumptions about future events. Management has informed us
that they used all the relevant facts available to them at the time to make the
best judgments about accounting estimates and we concur with the results of
those estimates.
50
<PAGE>
Audit Adjustments
- -----------------
There were no audit adjustments made from the original trial balances presented
to us to begin our audit.
Disagreements with Management
- -----------------------------
We encountered no disagreements with management over the application of
significant accounting principles, the basis for management's judgments on any
significant matters or the scope of the audit or significant disclosures to be
included in the financial statements.
Consultation with Other Accountants
- -----------------------------------
We are not aware of any consultations management had with other accountants
about accounting or auditing matters. Also, there were no major issues
discussed regarding the application of accounting principles or auditing
standards in connection with our recurring retention.
Difficulties Encountered in Performing the Audit
- ------------------------------------------------
We did not encounter any difficulties in dealing with management relating to the
performance of the audit.
This report is intended solely for the information and use of the Trustees of
First Busey Corporation Employee Stock Ownership Plan and Trust. After you have
had an opportunity to review this memorandum, we would be pleased to discuss the
matters contained herein with you.
Champaign, Illinois
March 16, 1998
51
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (File No. 33-60402) under the Securities Act of 1933 of First Busey
Corporation of our report dated March 16, 1998 on our audits of the financial
statements of First Busey Corporation Employee Stock Ownership Plan and Trust as
of December 31, 1997 and 1996, and for each of the three years ended December
31, 1997 and supporting schedules as of December 31, 1997, which is included in
the Annual Report on Form 11-K for the year ended December 31, 1997.
McGLADREY & PULLEN, LLP
Champaign, Illinois
June 18, 1998
52
